-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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
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
Report of Foreign Private Issuer
Pursuant To Rule 13a-16 or 15d-16
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
(52) 81 8399-3312
(52) 81 8399-3324
Monterrey, N.L., Mexico, October 28, 2009
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-
GRUMA, S.A.B. de C.V.
By /s/ Raul Alonso Pelaez Cano
THIRD-QUARTER 2009 RESULTS
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
|Volume (thousand metric tons)||1,085||1,079||1|
|Operating margin||6.3%||4.6%||170 bp|
|EBITDA margin||9.4%||7.4%||200 bp|
|Majority net income||45||(1,765)||N/A|
|Sep '09||Sep '08||Var||Jun '09||Var|
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
September 2009 vs. June 2009
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.
|GRUMA's debt amounted to US$919 million, of which approximately 65% was dollar denominated.|
Schedule of Debt Amortizations
|7.75% Perpetual Bonds||300.0||300.0|
|MXN Pesos Facility||6.2||124.8||118.6||249.6|
|Gruma Corp.'s Revolving Facility||60.0||60.0|
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
|7.75% Perpetual Bond||300||300.0|
|Gruma Corp.'s Revolving Facility||62||62.0|
Interest Rate on Debt Refinancing
|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
|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
TIIE + 2.875% until 3rd anniversary
LIBOR or TIIE + 3.375% the 4th year
LIBOR or TIIE + 3.875% the 5th year
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
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''.
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
For additional information, please see GIMSA ''Third-Quarter 2009 Results'', available through GRUMA's website, www.gruma.com.
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.
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.
The consolidated figures have
been prepared in accordance with accounting principles generally accepted in
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''.
GRUMA, S.A.B. de
C.V.,is one of the world's leading tortilla and corn flour producers. GRUMA was
founded in 1949 and is engaged primarily in the production, marketing,
distribution, and sale of tortillas, corn flour, and wheat flour. With leading
brands in most of its markets, GRUMA has operations in the United States, Mexico,
Venezuela, Central America, Europe, Asia, and Australia and exports to
approximately 70 countries worldwide. GRUMA is headquartered in Monterrey,
Mexico, and has approximately 19,000 employees and 92 plants. In 2008, GRUMA had
net sales of US$3.2 billion, of which 71% came from non-Mexican operations.
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:
of September 30, 2009 Gruma had terminated all of its foreign exchange
derivative instruments that it had entered into with several financial
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
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.
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