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Proc-Type: 2001,MIC-CLEAR
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MIC-Info: RSA-MD5,RSA,
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United States
GRUMA, S.A.B. de C.V. (GRUMA, INC.)
Calzada del Valle Ote. 407 Yes ___ No X If ''Yes'' is marked, indicate
below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82- CONTENTS SIGNATURE GRUMA, S.A.B. de C.V. By /s/ Raul Alonso Pelaez
Cano Rogelio Sanchez
www.gruma.com
THIRD-QUARTER 2009 RESULTS HIGHLIGHTS Sales volume
increased 1% due mainly to
higher sales volume in GIMSA and, to a lesser extent, Molinera de Mexico.
Net sales increased 12%, driven mainly by the effect of
the devaluation of the Mexican peso in Gruma Corporation, and, to a lesser
extent, by price increases in GIMSA.
EBITDA increased 42%, and EBITDA margin improved to
9.4% from 7.4%. Better margins in Gruma Corporation drove the
consolidated increase in EBITDA.
Debt increased 19% to US$919 million in September 2009. Consolidated Financial Highlights
Securities and Exchange
Commission
Washington, D.C.
20549
FORM
6-K
Report of Foreign
Private Issuer
Pursuant To Rule 13a-16 or 15d-16
under the
Securities Exchange Act of
1934
For the month of October, 2009
(Translation of Registrant's name into
English)
Col. Del Valle, San Pedro Garza Garcia,
N.L. Mexico 66220
(Address of principal office)
(Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
Form 20-F X Form 40-F ___
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
* Third Quarter
2009 Results
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
___________________________
Raul Alonso Pelaez Cano
Chief Financial Officer
Date:
October 28, 2009
rsanchezm@gruma.com
(52)
81 8399-3312
Lilia Gomez
lgomez@gruma.com
(52) 81
8399-3324
Monterrey, N.L., Mexico, October 28, 2009
3Q09 | 3Q08 | VAR (%) | |
Volume (thousand metric tons) | 1,085 | 1,079 | 1 |
Net sales | 12,566 | 11,244 | 12 |
Operating income | 790 | 520 | 52 |
Operating margin | 6.3% | 4.6% | 170 bp |
EBITDA | 1,186 | 835 | 42 |
EBITDA margin | 9.4% | 7.4% | 200 bp |
Majority net income | 45 | (1,765) | N/A |
ROE (LTM) | (9)% | 1% | N/A |
Debt
Sep '09 | Sep '08 | Var | Jun '09 | Var |
919 | 772 | 19% | 915 | - |
RESULTS OF
OPERATIONS
3Q09 vs. 3Q08
Sales volume increased 1%, to 1,085 thousand
metric tons, due to higher sales volume in GIMSA and, to a lesser extent,
Molinera de Mexico.
GRUMA's share of net income in unconsolidated associated companies (primarily Banorte) totaled Ps.128 million, 28% lower than in 3Q08.
|
Taxes amounted to Ps.135 million,
compared with an income of Ps.549 million, due to positive deferred
taxes in connection with the losses on currency derivative instruments
in 3Q08. |
FINANCIAL POSITION
September 2009 vs. June 2009
Balance-Sheet Highlights |
Total assets
were Ps.44,870 million, an increase of 3%, driven by higher other accounts
receivable and inventories in GIMSA; higher inventories in Gruma
Corporation; and higher property, plant and equipment. Total liabilities were Ps.33,901 million, 2% higher than at the end of 2Q09, driven mainly by other accounts payable. Stockholders' equity totaled Ps.10,969 million, 5% higher than at the end of 2Q09. |
Debt Profile |
GRUMA's debt amounted to US$919 million, of which approximately 65% was dollar denominated. |
Schedule of Debt
Amortizations
2009 | 2010 | 2011 | 2012 | 2013 | 2014... | Total | ||
7.75% Perpetual Bonds | 300.0 | 300.0 | ||||||
MXN Pesos Facility | 6.2 | 124.8 | 118.6 | 249.6 | ||||
Syndicated Loan | 197.0 | 197.0 | ||||||
Gruma Corp.'s Revolving Facility | 60.0 | 60.0 | ||||||
Other | 39.5 | 20.6 | 12.5 | 15.1 | 16.7 | 7.8 | 112.2 | |
TOTAL | 39.5 | 217.6 | 72.5 | 21.3 | 141.5 | 426.4 | 918.8 |
DEBT REFINANCING
On October 21, 2009, GRUMA completed the previously announced refinancing of the majority of the company's outstanding debt, including (1) the conversion of the US$738.3 million that it owed to several financial institutions under its terminated foreign-exchange derivative instruments into medium- and long-term loans, (2) the refinancing of its US$197 million debt obligations under its 5-year syndicated credit facility with BBVA, as agent, and (3) the refinancing of its Ps. 3,367 million peso-denominated credit facility with Bancomext.
Pro Forma Debt Amortization
On a pro-forma basis, considering the aforementioned debt refinancing,
approximately 76% of GRUMA'S consolidated debt was dollar denominated, and the
schedule of debt amortizations is as follows:
Schedule of Debt Amortizations
Pro forma as of September 2009
(US$
millions)
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020... | Total | ||
Major Derivatives | 25 | 50 | 75 | 100 | 100 | 150 | 150 | 18.3 | 668.3 | |||||
Minor Derivatives | 12.1 | 29.2 | 17.0 | 58.3 | ||||||||||
BNP Derivatives | 0.7 | 7.8 | 3.3 | 11.8 | ||||||||||
Bancomext Facility | 6.4 | 31.2 | 43.7 | 25.0 | 25.0 | 31.2 | 50.0 | 37.4 | 250.8 | |||||
Syndicated Loan | 39.0 | 39.0 | 39.0 | 39.0 | 39.0 | 195.0 | ||||||||
7.75% Perpetual Bond | 300 | 300.0 | ||||||||||||
Gruma Corp.'s Revolving Facility | 62 | 62.0 | ||||||||||||
Other | 31.4 | 17.8 | 12.9 | 16.6 | 15.1 | 6.3 | 100.1 | |||||||
TOTAL | 32.1 | 101.7 | 196.4 | 154.0 | 185.3 | 189.0 | 175.0 | 175.0 | 49.5 | 50.0 | 37.4 | 300 | 1,646.3 |
Interest Rate on Debt Refinancing
Amount | Currency | Interest rate | Collateral | |
Major Derivatives | $668.3 | USD | LIBOR +
2.875% until July 20, 2012 Two annual step-ups of 50 bp on year 4 and 5 Three annual step-ups of 100 bp on year 6,7, and 8 |
YES |
Minor Derivatives | $58.3 | USD | LIBOR + 2.875% | NO |
BNP Derivatives | $11.8 | USD | LIBOR + 2.0% | NO |
Bancomext Facility | $3,367 | MXN | 91 day TIIE + 6.21% | NO |
Syndicated Loan | $197.0 | 60% USD 40% MXN |
LIBOR or
TIIE + 2.875% until 3rd anniversary LIBOR or TIIE + 3.375% the 4th year LIBOR or TIIE + 3.875% the 5th year |
YES |
Collateral Package
The Company has granted equal and ratable security interest on its shares in
Grupo Industrial Maseca, S.A.B. de C.V. (the ''GIMSA Shares''), Gruma
Corporation (the ''Gruma Corp. Shares''), and Molinera de Mexico, S.A. de C.V. (the
''Molinera Shares'') (together, the ''Collateral Package''). To effect this
security interest, the GIMSA Shares and the Molinera Shares were transferred to
a guaranty trust in Mexico, and the Gruma Corp. Shares were pledged to the
secured parties' collateral agent in the United States.
The credit agreements include financial covenants, certain obligations, and other general restrictions similar to transactions of this nature
CAPITAL EXPENDITURE PROGRAM GRUMA's capital expenditures totaled US$20 million during 3Q09. Major investments were applied to upgrades in GIMSA and Gruma Corporation and to the construction of a wheat mill in Venezuela. |
SUBSIDIARY RESULTS OF OPERATIONS
3Q09 vs. 3Q08
Gruma Corporation (1 |
Sales volume
decreased 3% due to (1) lower tortilla sales volume in connection with a
product-count reduction in some of our tortilla SKUs for the retail
segment and lower sales in foodservice driven by a decline in the
industry, and (2) lower corn flour sales volume in the United States as
the company announced a price reduction effective beginning of 4Q09 to
reflect lower corn prices. |
1) Please note that, as GRUMA has always prepared this report, all Gruma Corporation figures are compared in dollars terms in order to avoid exchange-rate distortions. Figures shown were translated to Mexican pesos using a convenience translation with the exchange rate of Ps.13.49/dollar as of September 30, 2009. The differences versus accounting principles generally accepted in Mexico are reflected in this report in the column entitled ''Other and Eliminations''.
GIMSA |
Sales volume
increased 4% to 477 thousand metric tons during 3Q09. This increase was
a result of initiatives designed to expand coverage, the continued
opening of in-store tortillerias in supermarkets, increased sales to
supermarkets in connection with competitive tortilla prices at these
customers' in-store tortillerias, as well as the build-up of inventories
in anticipation to price increases effective October oriented to certain
customers.
For additional information, please see GIMSA ''Third-Quarter 2009 Results'', available through GRUMA's website, www.gruma.com. |
Gruma Venezuela |
Sales volume
decreased 11% due to lower sales of (1) corn flour to government
channels and increased competition from the market leader and, to a
lesser extent, (2) lower wheat flour sales in connection with delays of
wheat imports during September at the shipping companies, which affected
the entire industry. |
Molinera de Mexico |
Sales volume rose 6% due to more
competitive pricing, increased coverage, and expansion of supermarkets. |
Gruma Centroamerica |
Sales volume increased 1% as a
result of higher corn flour sales volume in Nicaragua in connection with
increased corn flour consumption due to a corn shortage in the region.
|
Other and Eliminations |
Operating loss was Ps.92 million compared with a 3Q08 operating loss of Ps.94 million. |
ACCOUNTING
PROCEDURES
The consolidated figures have
been prepared in accordance with accounting principles generally accepted in
Mexico.
Starting January 1, 2008, the Financial Reporting Standard B-10 (FRS B-10) became effective. FRS B-10 defines the economic environments that affect an entity, which can be
Inflationary - when the accumulated inflation of three prior years is equal to or greater than 26%, or.
Not inflationary - when the accumulated inflation of three prior years is less than 26%.
Based on the foregoing, the consolidated figures are determined as follows:
The figures figures for subsidiaries in Central America and Venezuela are restated in period-end constant local currencies following the provisions of FRS B-10 and FRS B-15, applying the general consumer price index from the country in which the subsidiary operates. Once these figures are restated, they are translated into Mexican pesos by applying the exchange rate in effect at the end of last year for figures from that previous year. Figures for the current reported period are translated into Mexican pesos by applying the exchange rate in effect at the end of such reported period.
The figures for subsidiaries in Mexico, the United States, Europe, Asia, and Oceania operate in a noninflationary environment. Therefore, the effects of inflation are not recognized from January 1, 2008. Results for foreign subsidiaries that operate in a noninflationary environment are translated to Mexican pesos applying the historical exchange rate.
For Gruma Corporation, figures shown in this report were translated to Mexican pesos using a convenience translation with the exchange rate of Ps.13.49/dollar as of September 30, 2009. The differences between the accounting principles generally accepted in Mexico and US GAAP are reflected in the column entitled ''Other and Eliminations''.
ABOUT GRUMA
This report may contain certain forward-looking statements and information relating to GRUMA, S.A.B. de C.V., and its subsidiaries (collectively, ''GRUMA'') that are based on the beliefs of its management as well as assumptions made by and information then available to GRUMA. Such statements reflect the views of GRUMA with respect to future events and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance, or achievements of GRUMA to be materially different from historical results or any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. Such factors include, among others, changes in economic, political, social, governmental, business, or other factors globally or in Mexico, the United Sates, Latin America, or any other countries in which GRUMA does business, and world corn and wheat prices. If one or more of these risks or uncertainties materializes, or underlying assumptions are proven incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or targeted. GRUMA does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
INFORMATION ON DERIVATIVE AND FINANCIAL INSTRUMENTS
I. Qualitative and quantitative information.
A. Management's Discussion of the Policies for the use of Derivative
Financial Instruments, and the Purposes of the Same.
Gruma has entered into raw materials derivative financial instruments for
products such as corn, wheat, natural gas and diesel, and it has also
entered into financial instruments such as interest rate swaps and foreign
exchange financial instruments (F/X).
Gruma's policies regarding derivative financial instruments generally allow
commodity swaps for hedging purposes. The foreign exchange derivative
financial instruments described in Section E herein, do not qualify as
hedges for accounting purposes under the requirements set forth in the
Mexican Financial Information Rules (Normas de Informacion Financiera
Mexicanas).
In order to minimize the counterparty solvency risk, the Company enters into
financial derivative instruments only with major national and international
financial institutions using standard International Swaps and Derivatives
Association, Inc. (''ISDA'') forms and agreements.
B. Generic Description of Valuation Techniques.
Derivative financial instruments that are not reported as hedging
instruments for accounting purposes are initially recorded at the value of
consideration exchanged upfront, and at the end of each reporting period
they are measured at a reasonable estimate of their market value. The result
of this valuation is recognized in the income statement. All accounting
records comply with applicable regulations and are based on the official
financial statements of each financial institution.
For derivative financial instruments that qualify as cash flow hedges, the
effects of changes in the fair market value of such derivative financial
instrument are recognized in comprehensive income within stockholders equity,
based on an evaluation of such instruments as effective hedges. Such changes
in the fair market value are reclassified to income in the period when the
firm commitment or forecasted transaction affects them. Hedging agreements
other than cash flow hedges are measured at a fair value and the effects of
these valuation changes are recognized in the income statement.
The valuation of the foreign exchange derivative financial instruments is
performed by the counterparty to such instruments, at their estimated fair
market value (mark-to-market). Regarding corn, wheat and natural gas futures
we take as reference the market values of the US Chicago, Kansas and New
York futures exchanges, via the specialized Financial Institutions engaged
for such purposes. These valuations are made periodically.
Effectiveness of hedges are determined when the changes in fair market value
or ash flows of the underlying are offset by changes in fair market value or
cash flows of the hedging instrument in a ratio that falls within an inverse
correlation range from 80% to 125%.
When a hedge is no longer effective as well as when the hedge does not
comply with the documentation requirements set forth in Bulletin C-10 ''Derivative
Financial Instruments'' (Boletin C-10 ''Instrumentos Financieros
Derivados'')1 the results of measuring the financial instruments at a
reasonable value are recognized in the results of operations, within net
comprehensive financing income.
C. Management Discussion about the Sources of Liquidity that Could be Used
to Deal with Requirements Derived from Derivative Financial Instruments.
There are potential liquidity requirements under our financial derivative
instruments described in Section E below. Gruma plans to use its available
cash flow and other available sources of liquidity to satisfy such liquidity
requirements.
D. Description of the Changes in the Exposure to Identified Risks.
The availability and price of corn and other agricultural commodities are
subject to important fluctuations due to factors that are beyond our
control, such as the weather, planting seasons, agricultural programs and
government policies (both national and foreign), global changes in the
supply/demand created by population growth, competitors and global
production of similar harvests. We hedge a part of our production
requirements through futures contracts and options in order to reduce the
risk generated by the fluctuations in price and supply of corn, wheat,
natural gas, and diesel risks that exist as an ordinary part of the business.
As of September, 30th, 2009, the open positions of these instruments were
valued at their fair market value. The derivative financial instruments that
were recorded for accounting purposes as hedges resulted in losses in the
amount of $19,300 thousand pesos and recognized in total earnings within
shareholders equity. The financial instruments that did not qualify as
hedges for accounting purposes resulted in a loss of $58,534 thousand pesos,
which was applied to the 2009 fiscal year results. As of September 30th,
2009, these instruments did not have an effect on cash flow for the company.
The company has complied with all obligations under its derivative financial
instruments.
1 Bulletin C-10 is part of the Mexican General Accepted Accounting Principles.
E. Quantitative Information.
Summary of Financial Derivative Instrument
to September 30th, 2009.
Amounts in thousands of Pesos
Exchange Rate Financial Derivative Instruments:
As
of September 30, 2009 Gruma had terminated all of its foreign exchange
derivative instruments that it had entered into with several financial
institutions.
Furthermore, on October 21, 2009 Gruma announced that it had completed the
refinancing of the majority of the Company's outstanding debt, including the
conversion of the U.S.$738.3 million that it owed to several financial
institutions under its terminated foreign exchange derivative instruments,
into medium and long-term loans.
Summary of Financial Derivative Instrument
to September 30th, 2009.
Amounts in thousands of Pesos
Corn and Wheat Derivative Financial Instruments:
Operations terminated during the third quarter of 2009 on the corn and wheat
derivative financial instruments represented a loss of $7,046 thousands of
pesos.
II. Sensitivity Analysis
Corn and Wheat Derivative Financial Instruments:
Based on our position as of September 30th, 2009, a hypothetical change of a
10% low in the Bushel value will result in an additional unfavorable effect of
$54,764 thousand pesos. This sensitivity analysis is determined based on the
values of the underlying assets given in an appraisal made as of September 30th,
2009.
Sensitivity Analysis
Raw Materials (Corn and Wheat) Derivative Financial Instruments Position
as September 30 th, 2009
10%, 25% and 50% change in the Underlying Asset
Amounts in Thousands of Pesos
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