FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

More documents

Recommendations

Info

Table of Contents Under ASU 2011-05 an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. ASU 2011-05 should be applied retrospectively. For public entities it is effective for fiscal years beginning after December 15, 2011. Early adoption is permitted. Management is in the process of evaluating the impact that adopting ASU 2011-15 will have on the Company's financial statements. ● ASU 2011-08 “Intangible-Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU 2011-08) Under ASU 2011-08, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit, as described in paragraph 350-20-35-4. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any, as described in paragraph 350-20-35-9. Under ASU 2011-08, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. Management is in the process of evaluating the impact that adopting ASU 2011-15 will have on the Company's financial statements. Item 6. Directors, Senior Management and Employees Board of Directors The following table sets forth the names of our directors, their dates of birth, their principal occupations, their business experience, including other directorships, and the number of years of service they have as directors. All of these individuals were elected by our shareholders at our annual shareholders’ meeting, which was held on April 27, 2012. Directors Name and Date of Birth Principal Occupation Business Experience First Elected Manuel Saba Ades (11/03/67) Chairman of the Board Director – Xtra Inmuebles, S.A. de C.V. and of Grupo Casa Saba, S.A.B. de C.V. Member of the Board of Grupo Xtra S.A., de C.V. and of Ixe Grupo Financiero, S.A.B. de C.V. April 2009 Alberto Saba Ades (07/09/65) Vice Chairman of the Board Director – Xtra Inmuebles, S.A. de C.V. Chairman of the Board of Grupo Xtra, S.A. de C.V. February 2000 89
Table of Contents Name and Date of Birth Principal Occupation Business Experience First Elected Gabriel Saba D’jamus (07/27/69) Chief Executive Officer Executive Director – Grupo Comercial Hotelera, S.A. de C.V. and Grupo Casa Saba, S.A.B. de C.V. April 2009 Juan Carlos Peralta del Río (24/09/75) Vice President Vice President - IUSA Footwear International S.A. de C.V April 2008 Pedro Alejandro Sadurni Gómez (10/8/59) Executive Vice President, Retail Division GCS Former Chief Financial and Administration Officer– Grupo Casa Saba, S.A.B de C.V. April 2009 Julio Emilio Madrazo García (07/07/66) Partner De la Calle Madrazo Mancera, CMM and Director-Zimat Golin Harris April 2009 Miguel Alemán Magnani (04/25/66) Gabriel Alarcón Velázquez (02/23/37) President Grupo Alemán April 2009 Director Banco de Comercio April 2006 Enrique Castillo Sánchez-Mejorada (13/08/56) CEO of Wholesale Banking Grupo Financiero Banorte S.A.B. de C.V. April 2010 Francisco Fuentes Ostos is the Secretary of our Board of Directors, without being a member of the Board. Alberto Saba Ades and Manuel Saba Ades are brothers. Manuel Saba Ades and Alberto Saba Ades are cousins of Gabriel Saba D’jamus. Alberto Saba Ades is the Chairman of the Board of Directors of Grupo Xtra, S.A. de C.V. and Manuel Saba Ades is a regular member of the same Board. In addition, Manuel Saba Ades was elected as a member of the Board of Directors of Grupo Financiero Banorte, S.A.B. de C.V. and Alberto Saba Ades continues to serve as an alternate member of this same Board. Our directors are not party to a service contract with us, and there are no arrangements pursuant to which any of them was elected as a director of the Company. On April 27, 2012 at the annual shareholders’ meeting the resignation of Ivan Moguel Kuri as the alternate independent board member was accepted. Executive Officers The following table sets forth the names of our executive officers, their dates of birth, their current position, their prior business experience, and the year in which they were first appointed to their current position. Name and Date of Birth Current Position Business Experience First Appointed Gabriel Saba D’jamus (07/27/69) Chief Executive Officer Executive Director – Grupo Comercial Hotelera, S.A. de C.V. and Grupo Casa Saba, S.A.B. de C.V. April 2009 Juan Roberto Júarez (01/31/59) Chief Adminstrative Officer/Comptroller Former Comptroller of Grupo Casa Saba, S.A.B. de C.V. November 2011 90
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
TABLE OF CONTENTS PART I Item 1. Id
Page 5 and 6:
Table of Contents We caution you th
Page 7 and 8:
Table of Contents Year ended Decemb
Page 9 and 10:
Table of Contents To the extent tha
Page 11 and 12:
Table of Contents We Provide Remote
Page 13 and 14:
Table of Contents We Are a Holding
Page 15 and 16:
Table of Contents Today, the market
Page 17 and 18:
Table of Contents Any future deprec
Page 19 and 20:
Table of Contents Risk Factors Rela
Page 21 and 22:
Table of Contents In August 2009, A
Page 23 and 24:
Table of Contents In April of 2008,
Page 25 and 26:
Table of Contents The Acquisition h
Page 27 and 28:
Table of Contents On September 19,
Page 29 and 30:
Table of Contents On September 19,
Page 31 and 32:
Table of Contents At our annual gen
Page 33 and 34:
Table of Contents We distribute the
Page 35 and 36:
Table of Contents In our stores, we
Page 37 and 38:
Table of Contents Prior to 2008, th
Page 39 and 40:
Table of Contents In 2011, we conti
Page 41 and 42: Table of Contents To better serve s
Page 43 and 44: Table of Contents ● Mexsana talcu
Page 45 and 46: Table of Contents Payments and Coll
Page 47 and 48: Table of Contents Information Techn
Page 49 and 50: Table of Contents In addition to th
Page 51 and 52: Table of Contents (3) In Mexico, ph
Page 53 and 54: Table of Contents (4) To calculate
Page 55 and 56: Table of Contents We also offer our
Page 57 and 58: Table of Contents The devaluation o
Page 59 and 60: Table of Contents (****) Associates
Page 61 and 62: Table of Contents In January 2009 w
Page 63 and 64: Table of Contents In our Retail Pha
Page 65 and 66: Table of Contents Inflation and Int
Page 67 and 68: Table of Contents With the acquisit
Page 69 and 70: Table of Contents Results of Operat
Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
Page 75 and 76: Table of Contents Grupo Casa Saba i
Page 77 and 78: Table of Contents In the event that
Page 79 and 80: Table of Contents Grupo Casa Saba h
Page 81 and 82: Table of Contents Prior to the noti
Page 83 and 84: Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91: Table of Contents As of the transit
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
Page 101 and 102: Table of Contents Significant Chang
Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
Page 107 and 108: Table of Contents ● ● ● ●
Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
Page 113 and 114: Table of Contents We are organized
Page 115 and 116: Table of Contents Ownership by non-
Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: Table of Contents During the review
Page 127 and 128: Table of Contents Since we are Mexi
Page 129 and 130: Table of Contents PART III Item 17.
Page 131 and 132: Table of Contents INDEX TO CONSOLID
Page 133 and 134: Table of Contents REPORT OF INDEPEN
Page 135 and 136: Table of Contents ATTESTATION REPOR
Page 137 and 138: Table of Contents Grupo Casa Saba,
Page 139 and 140: Table of Contents Grupo Casa Saba,
Page 141 and 142: Table of Contents NOTES TO THE CONS
Page 143 and 144:
Table of Contents a) Through an ass
Page 145 and 146:
Table of Contents Proforma condense
Page 147 and 148:
Table of Contents 3. Significant ac
Page 149 and 150:
Table of Contents The errors accoun
Page 151 and 152:
Table of Contents Investments in as
Page 153 and 154:
Table of Contents Effective 2011, t
Page 155 and 156:
Table of Contents The Company recog
Page 157 and 158:
Table of Contents The Group has cre
Page 159 and 160:
Table of Contents In addition, the
Page 161 and 162:
Table of Contents Foreign currency
Page 163 and 164:
Table of Contents 8. Derivative fin
Page 165 and 166:
Table of Contents 10. Goodwill, int
Page 167 and 168:
Table of Contents At December 31, 2
Page 169 and 170:
Table of Contents On January 25 and
Page 171 and 172:
Table of Contents 13. Other payable
Page 173 and 174:
Table of Contents 15. Foreign curre
Page 175 and 176:
Table of Contents On December 18, 2
Page 177 and 178:
Table of Contents c) Tax loss carry
Page 179 and 180:
Table of Contents All significant t
Page 181 and 182:
Table of Contents On December 7, 20
Page 183 and 184:
Table of Contents ● ● For real
Page 185 and 186:
Table of Contents 22. Differences b
Page 187 and 188:
Table of Contents ii) For Mexican F
Page 189 and 190:
Table of Contents At December 31, 2
Page 191 and 192:
Table of Contents 23. Reconciliatio
Page 193 and 194:
Table of Contents 24. Supplementary
Page 195 and 196:
Table of Contents g) Quantitative a
Page 197 and 198:
Table of Contents ● In October 20
Page 199 and 200:
Table of Contents Page Representati
Page 201 and 202:
CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204:
(k) To the best of its knowledge, F
Page 205 and 206:
(aa) Any and all funds used by it t
Page 207 and 208:
“Authorized Officer” shall mean
Page 209 and 210:
“Drawdown” shall mean each draw
Page 211 and 212:
“Interest Payment Date” has the
Page 213 and 214:
“Share Pledge Agreement” shall
Page 215 and 216:
(g) The Lenders shall credit the am
Page 217 and 218:
(e) If the Borrower defaults with a
Page 219 and 220:
(iii) concurrently with the deliver
Page 221 and 222:
(j) Maintenance of Property. The Bo
Page 223 and 224:
(ii) To the extent permitted by the
Page 225 and 226:
(ii) date thereof; Liens imposed by
Page 227 and 228:
ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230:
(xxii) neither the execution of the
Page 231 and 232:
(i) Insolvency. (i) If the Borrower
Page 233 and 234:
(b) If as a result of the amendment
Page 235 and 236:
(B) The Chilean Collateral Agent. (
Page 237 and 238:
(iii) Neither the Chilean Collatera
Page 239 and 240:
(h) Effective Term. Unless revoked
Page 241 and 242:
(c) effective. Absent written notic
Page 243 and 244:
This Credit Agreement is executed i
Page 245 and 246:
The Chilean Collateral Agent: HSBC
Page 247 and 248:
(c) If the Central Bank of Mexico s
Page 249 and 250:
Joint and Several Obligations. (a)
Page 251 and 252:
(k) Material Adverse Effect. If the
Page 253 and 254:
Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256:
(6) defend, at its own cost and exp
Page 257 and 258:
(5) the balance remaining after the
Page 259 and 260:
In addition, articles Three, Four a
Page 261 and 262:
(j) deliver, within five (5) days f
Page 263 and 264:
Governing Law and Jurisdiction. Thi
Page 265 and 266:
Servicios Corporativos Doctorgen, S
Page 267 and 268:
Exhibit 12.2 CERTIFICATION I, Juan
show all

FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

Create successful ePaper yourself

Delete template?

Save as template?