informe 2006 - investor cloud
Transcription
informe 2006 - investor cloud
2006 ANNUAL REPORT INDEX INDEX 01 Financial Highlights 02 Letter from the Chairman of the Board of Directors AND Letter from the CEO 04 OUR HISTORY 08 FAMSA MEXICO 14 FAMSA UNITED STATES 20 BANCO AHORRO FAMSA 22 Company Officers 24 Board of Directors 25 FINANCIAL INFORMATION 27 INDEPENDENT AUDITORS’ REPORT 28 CONSOLIDATED FINANCIAL STATEMENTS 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Grupo FAMSA Tradition and Growth Dating back more than 37 years, Grupo FAMSA is one of Mexico’s most important and best-known retail companies. It is a pioneer in offering consumer financing services, the Company’s most important business line. Grupo FAMSA has grown consistently since its founding, reflecting strategies developed to offer an extensive range of products and services at the market’s most competitive prices and attractive credit facilities. Close relations with the consumer and the solid positioning of its brand name have allowed Grupo FAMSA to grow consistently in the domestic market and successfully expand to the United States. The organization currently has 322 stores in Mexico and 24 in the United States, all of which operate with state-of-the-art information technology to guarantee efficiency and integration. Over the past ten years, Mexican consumers and the Hispanic market in the United States have shown a growing preference for the Company’s products and services. This is reflected in sales and profitability indices; revenues have increased from 2,669 million pesos in 1996 to 12,393 million pesos in 2006, an annual average growth of 16.6%. Adjusted income before interest, depreciation and amortization (adjusted EBITDA) has grown 15.8% over the past ten years. Today, Grupo FAMSA has a portfolio of approximately 1.3 million active accounts in Mexico and the United States. Of these, less than 3.0% turn out to be non-collectable, reflecting the Company’s effective administrative and analytical systems for granting and managing credit. Grupo FAMSA is more than simply a chain of stores; it is a total purchasing concept for the customer, offering under one roof flexible financing programs that represent the best possible solutions to family needs. 1 Grupo FAMSA Tradition and Growth Dating back more than 37 years, Grupo FAMSA is one of Mexico’s most important and best-known retail companies. It is a pioneer in offering consumer financing services, the Company’s most important business line. Grupo FAMSA has grown consistently since its founding, reflecting strategies developed to offer an extensive range of products and services at the market’s most competitive prices and attractive credit facilities. Close relations with the consumer and the solid positioning of its brand name have allowed Grupo FAMSA to grow consistently in the domestic market and successfully expand to the United States. The organization currently has 322 stores in Mexico and 24 in the United States, all of which operate with state-of-the-art information technology to guarantee efficiency and integration. Over the past ten years, Mexican consumers and the Hispanic market in the United States have shown a growing preference for the Company’s products and services. This is reflected in sales and profitability indices; revenues have increased from 2,669 million pesos in 1996 to 12,393 million pesos in 2006, an annual average growth of 16.6%. Adjusted income before interest, depreciation and amortization (adjusted EBITDA) has grown 15.8% over the past ten years. Today, Grupo FAMSA has a portfolio of approximately 1.3 million active accounts in Mexico and the United States. Of these, less than 3.0% turn out to be non-collectable, reflecting the Company’s effective administrative and analytical systems for granting and managing credit. Grupo FAMSA is more than simply a chain of stores; it is a total purchasing concept for the customer, offering under one roof flexible financing programs that represent the best possible solutions to family needs. 415 358 332 292 314 271 242 196 151 109 86 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 STORES EXHIBITION AREA (in thousand square meters) Financial Highlights (In millions of Mexican Pesos of purchasing power as of December 31, 2006, except the number of stores.) 12,393 11,041 10,068 8,921 8,506 8,052 7,315 5,926 5,496 3,690 2,669 SALES BY GEOGRAPHIC AREA MEXICO 10,632 12,393 14.2% NUMBER OF STORES 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 The Company currently operates 346 stores throughout Mexico and the United States with a compound annual growth rate of 17.5% over the past 10 years. EBITDA NET SALES With 2006 revenues totaling 12,393 million pesos, Grupo FAMSA has posted a compound annual growth of 16.6% over the past 10 years. USA 1,761 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 346 314 300 287 264 245 228 185 69 140 92 1,514 1,334 1,241 902 1,019 892 879 349 700 703 571 85.8% 2006 ANNUAL REPORT Letter from the Chairman of the Board of Directors Letter from the CEO To Our Stockholders: Fellow Stockholders: It gives me great pleasure to inform you that the goals and objectives we have achieved in 2006 constitute significant progress with our Strategic Growth Plan and a sold base for an even more promising future. In 2006, Grupo FAMSA shares began to quote on the Mexican Stock Market. This historical step for the Company reflects the unfailing efforts of our people and will without doubt translate into further progress with our development strategies and an increase in opportunities for creating value for our investors. Another highlight of the year was the creation of our new banking institution: Banco Ahorro FAMSA, recently authorized by the Mexican Ministry of Finance. This initiative will strengthen our business and allow us to offer a greater range of financial solutions to a consumer base that traditionally had no access to banking services. The new challenge will give us a competitive advantage to complement our business model. It will help us to leverage our experience, positioning and current service platform in order to offer better, more extensive ways of satisfying the needs of our customers and their families. Grupo FAMSA’s strength and long-term viability can also be seen in the outstanding financial and operating results posted for 2006. They are detailed in this report and encourage us to continue with our companywide continuous improvement initiatives. During the year, we focused on maintaining the strategy of consolidating our presence in the Mexican cities we serve, as well as in new regions throughout the nation, while at the same time expanding our presence in the Hispanic market in the United States. Going forward, we will seek to make our consumer financing operations more efficient through the integration of Banco Ahorro FAMSA. In parallel, we will continue to monitor and increase our margins through economies of scale and the launch of new products and financial services. Since FAMSA began operations more than 37 years ago, the driver of its development has been the talent, hard work and commitment of its people, who today conform a team of more than 16 thousand collaborators. I would like to thank each and every one of them for their daily efforts to promote the overall growth of our organization and improve its positioning in the market. I would also like to express my sincere thanks to our stockholders, customers and suppliers, and to the community in general for their trust in Grupo FAMSA, and to reiterate our commitment to continue working with the best practices of management and corporate governance in order to promote the sustained and profitable growth of our company. The steps we took in 2006 to make our operations more efficient, continuously improve our resource management and expand the geographic coverage of our network of stores, combined with other initiatives, have translated into important achievements that have strengthened our market base and positioned us for future growth. In an environment characterized by enhanced competition and a relatively stable economy, we continued to grow in 2006. Grupo FAMSA posted a 12.2% year-over-year increase in total revenues to 12,393 million pesos, giving us a compound annual growth of 16.6% over the past ten years. Of total 2006 sales, 85.8% were made in the domestic market and 14.2% in the United States. The best practice initiatives we have implemented in our stores, combined with innovative marketing strategies and an effective program to win customers through our Gran Crédito financing plan, resulted in same store sales increasing 4.3% year-over-year in Mexico and 8.2% in the United States. Of our total consolidated revenues, sales on credit increased 13.8% and represented 78.3% of total system-wide sales. Because of our concerted sales initiatives and institutional programs to increase efficiency through economies of scale, our gross income grew 14.1% in 2006 to 43.5% of revenue. Additionally, our improved resource management, better use of the business platform in both Mexico and the United States, and ongoing discipline in reducing costs and expenses resulted in a 13.5% year-over-year rise in EBITDA reaching a 12.2% margin. As part of our growth strategy, we continued with our dynamic expansion plan, focusing on increasing our participation in the cities we currently serve by leveraging the FAMSA brand name and the capacity of our distribution network. In the future, we will begin operations in cities where we still do not have a full support platform. During 2006, we met our projected objective of opening 23 new stores in Mexico and nine in the United States, raising the total number to 346 with a combined sales area of over 4.4 million square feet, 16.2% above the previous year. In accordance with our strategic plan, the new stores are located in highly profitable cities and leverage our already existing business platform and administrative support infrastructure. This has enabled us to capitalize on important economies of scale and optimize our resources, thereby strengthening our margins in these regions. The results we obtained in 2006 confirm we are on the right track, but more importantly motivate us to set new, higher goals for the coming year. They reflect our working philosophy of focusing on the continuous improvement of our operating efficiency, the creation of value and the perfecting of our business model. These values will be key drivers of our future success and, to ensure this, we have set clear, measurable objectives that are shared throughout the Company. We know that today’s marketplace demands increased efforts and precision if we are to assure sustained and profitable future growth. We would like to thank all our people for their hard work and dedication, which allow us to move forward and operate with responsibility to the communities we serve, to you, our stockholders, and to our customers and suppliers. We would like to thank each and every one of you for your trust and support of Grupo FAMSA. Humberto Garza González Humberto Garza Valdéz 2006 ANNUAL REPORT 2006 ANNUAL REPORT A Track Record of Success that has Grown with the Mexican Family Grupo FAMSA has been committed to the Mexican family since it opened its doors in 1970, offering top-quality products and services combined with financing opportunities to give customers access to products and services that improve their standard of living. The Company’s constant growth from a single store 37 years ago to more than 340 stores in Mexico and the United States today is a clear reflection of the trust of our customers. We know that they are our reason for being and have always given them our best in products and services. The Company’s success story begins with the entrepreneurial and visionary spirit of Don Humberto Garza González, who felt motivated to support Mexico’s needy families by offering them the financing they required to acquire products and services to improve their standard of living. In 1970, he opened the doors of his first store, selling furniture and domestic appliances in the city of Monterrey, Nuevo León, in northern Mexico. This step marked the beginning of what is today Grupo FAMSA. At the end of the 1970s, the acceptance and trust of the Company’s customers in Monterrey gave rise to the first regional expansion program. Starting with Monclova, Coahuila, also in northern Mexico, the number of stores grew to eight during FAMSA’s first two decades. During the 1970s, and even more so in the ’80s, the Company sought to serve new markets and consolidate its leadership position, creating a number of different companies to complement the offer of products that the consumers were demanding. Mayoramsa, focusing on wholesale activities to drive new companies, was the first one to be set up. FAMSA Empresarial followed as an entity dedicated to granting credits to employees of affiliated companies, offering them repayment schemes through payroll deductions. Later, Expormuebles was created to design and produce high-quality furniture, successfully moving the Company into the furniture producing industry and complementing its business model. Encouraged by the results that were being achieved, during the 2006 ANNUAL REPORT 1990s the Company began an important program of expansion in Mexico, reaching a total of 185 stores throughout the nation. Midway through the ’90s, FAMSA’s continuous search to expand its offer of products specifically aimed at satisfying the market needs led it to diversify into clothing, shoes, accessories and jewelry. Then, in order to improve customer service and strengthen the logistics and distribution platform, Distribution Centers were set up. These centers made the handling and control of merchandise throughout the growing network of stores more efficient and increased product availability. Transfer Centers were also introduced for direct delivery to end customers’ homes. In 1999, Grupo FAMSA decided to implement a new, more aggressive expansion program, and invited two funds to invest in the Company’s capital stock. These investment funds believed in the Company’s future development and capacity to implement institutional standards of operation, management and corporate governance that would ensure the reaching of proposed objectives and sustained growth. As part of its Strategic Growth Plan, in 2001 Grupo FAMSA began operating in the United States, opening its first store in Los Angeles, California, in order to satisfy the needs of the Hispanic market there. Additionally, in our efforts to maximize the Company’s profitability, we have recently created new business concepts to complement the Company’s services and give our customers greater value, including: Garantimax (extended insurance plans), Seguro de Vida (life insurance), Seguro Automotriz (car insurance), Auto Gran Crédito (car financing), Los Notables de FAMSA (offering nine months credit at cash prices), Planeta Celular (cellular phones), Verochi (shoe sales by catalog) and Viajes a Bordo (vacation packages). Additionally, in the United States, the Company has developed a successful sales channel called FAMSA to FAMSA, through which customers there purchase products which are delivered in Mexico through the Mexican distribution network. The Company is successfully continuing its expansion plan and now has 322 stores in 72 Mexican cities and 24 stores in the United States. During 2006, Grupo FAMSA’s successful development continued with the initiation of an important new phase for the organization: Grupo FAMSA became a public company quoting in the Mexican Stock Market. At about the same time, the Mexican Ministry of Finance authorized Grupo FAMSA to set up a multiple banking institution: Banco Ahorro FAMSA, S.A. Thus, the efforts, dedication and leadership of Don Humberto Garza González in setting up his small store have led to the creation of what is today one of Mexico’s most important retail companies: Grupo FAMSA 2006 ANNUAL REPORT Competitive Advantages We continuously seek to come closer to our customers and win their loyalty. To this end, we have developed differentiated products for each market niche, offering prestigious brand names and creative promotions that consolidate their recognition and preference. These offerings are combined with state-of-the-art information systems to manage our service and sales platforms and in other ways improve the profitability of our Company. Brand Recognition Grupo FAMSA offers a wide range of products and services to satisfy the specific needs of its different target segments. In our efforts to come ever closer to our customers, we have created a range of brands for the distinct consumer niches with differentiated communication strategies to promote their image and positioning as market leaders. These brands include: FAMSA, Colchonerías FAMSA (mattresses and box springs), Auto Gran Crédito (car financing), Verochi (shoe sales by catalog), Garantimax (extended guarantee services) and Viajes a Bordo (vacation packages). Grupo FAMSA’s growth and success over the years is today reflected in the number of solid brands it offers and the great and growing number of loyal customers. In order to enhance efficiency and respond more rapidly to the dynamic promotional needs of the markets in which we participate, we now have in-house television production infrastructure to make more than 2,500 radio and television spots every year. This positions us to react immediately to industry requirements and to optimize resources. 2006 ANNUAL REPORT The integration and work of the team of professionals in the marketing, publicity, graphic design and production departments translate into precise promotional tools that present our image to consumers on a daily basis, sharing with them information on currently available offers and market promotions. For us to meet the brand recognition goals set out in the annual strategic plan, we make an in-depth analysis of the best ways of reaching our market objectives. We establish diffusion plans for the different media in order to ensure that the focus, essence and dynamism of our brands reaches every target market niche and that they are remembered by the consumer. We continuously measure the impact of our publicity, so we are able to identify the real perception of consumers to our advertising campaigns. This information then allows us to adapt the contents of our promotional materials and, in clear, simple communication formats, position our image and brands. As a result, the market sees us as a reliable and market-leading company, offering top-quality products at the best prices. State-of-the-art Systems Effective Information Technology Our leading-edge information systems applied efficiently and correctly have been key drivers to leverage the scale of our distribution and sales network and at the same time enhance our resource management and operational control. The technological initiatives we have implemented have increased the speed of our decision making, enhanced the service we offer to the market, and allowed us to satisfy the needs that have been generated by our domestic growth and expansion into the Hispanic market in the United States. Among the most important initiatives in the area of information systems was the implementing of the SAP Management System in 2006. This system now includes modules for Inventory, Accounts payable, Accounting and Logistics in the FAMSA clothing business unit, and modules for Organization, Compensation, Training, Work flow and Payroll for the whole of Grupo FAMSA in Human Resources. Other highlights in the area of technology include the implementing of initiatives to modernize our infrastructure. These programs enable us to offer better service even as Grupo FAMSA grows and give us the flexibility and response capability for future development. For example, in 2006 we increased the capacity of the Company’s central server, enhancing its response capability by 50%. Today, our central computer system can handle 4,200 concurrent users. We also installed a new server for FAMSA Inc. This hardware offers increased processing capacity combined with an improved, faster response, and is tailored to the specific requirements of the U.S. market and the projected expansion of our activities there. In the area of support for our operating network, in 2006 we implemented a wireless processing system with WiFi handheld barcode capabilities to manage and operate the nine Mexican Distribution Centers more efficiently. This system has enabled us to optimize their performance, with direct benefits in the reduction of lead times and operating costs. Our technology is very important to support the business strategies of every area of our organization, and in 2006 we continued our efforts to ensure we have leading-edge information and control systems in order to improve operations and the decision-making process. During the year, Grupo FAMSA acquired the information systems for the operation of Banco Ahorro FAMSA. These state-of-the-art information systems will improve our existing retail sales structure and give us increased flexibility and efficiency in the handling of small deposits and accounts. We have been very careful to make sure that we acquire and construct the more than 20 systems required to operate Banco Ahorro FAMSA with the greatest flexibility and scope in modern banking for the benefit of all our customers and users. 2006 ANNUAL REPORT Famsa Mexico Solid Growth During the year, we continued to follow our Strategic Growth Plan in Mexico. The opening of 23 new stores, complemented by the enhancement of operating efficiency and implementation of commercial programs to promote credit sales, resulted in marked progress in Grupo FAMSA’s performance in its most important marketplace. As one of Mexico’s most important retail companies, over the past ten years Grupo FAMSA has increased its presence in Mexico from 69 to 322 stores as of 2006, strengthening its position in this growing sector. In order to maximize sales and optimize the floor space available in each store, Mexican outlets have an average area of approximately 16,000 square feet per store, resulting in a total combined sales area of 3.7 million square feet. Each store takes strategic advantage of the available space, presenting more than 1,200 different items, including a wide range of electronic products, furniture and domestic appliances. We have operations in 72 different Mexican cities and, considering locations with the demographic and socioeconomic indicators in line with Grupo FAMSA’s required profile for opening at least one store, the Company can potentially extend its domestic coverage by 72%. SALES BREAKDOWN (% Retail Sales) Credit 74.4% Cash 25.6% Grupo FAMSA’s closeness to the customer, different marketing and sales programs, and the strength of its brand name, even in cities where there are no FAMSA stores, means that approximately 70% of sales on credit are made to return customers, who receive a rapid response to their financing needs. Net sales in Mexico grew 8.3% in 2006 to10,632 million pesos, reflecting the rapid and effective application of our strategic initiatives and the leveraging of the competitive advantages that distinguish Grupo FAMSA in the market. Operating income before depreciation and amortization increased 9.4% year-over-year to 1,414 million pesos. Of the different product lines, the performance of furniture and domestic appliances was particularly strong. In 2006, retail sales through the Company’s different credit programs represented approximately 74.4% of total sales in Mexico and approximately 1.2 million open accounts. 22.6% 21.1% 18.4% 11.7% 6.7% 4.1% 15.4% PRODUCT SALES MIX (% Retail Sales) Furniture Electronics Appliances Clothing Air Conditioning / Heaters Cellular Phones Other Market Potential The Company is motivated by a population base that is very favorable for its future growth and development, with the middle- and lower-middle-class target market comprising 64% of the total Mexican population. Serving higher socioeconomic groups as well. The Mexican age distribution is another factor increasing consumption potential and our prospects for future growth. Our potential customer base from those who are currently under 20 years old is 44% of the total population. The market between the ages of 20 and 39 – with the greatest number of newly-weds who are setting up home – represents 32% of the total population. The group that most replaces its home equipment is that over 39 years old, which comprises 24% of Mexicans. In addition, the offer of middle- and lower-middle-class housing in Mexico has grown without precedent over the past decade, implying an increased demand for home products and equipment. During 2007, we will seek to consolidate our Strategic Growth Plan, capitalizing on the opportunities in the Mexican market sectors we serve. 44% (<20 years) Potential Customer Base 24% (>39 years) Replacement Needs AGE STRUCTURE IN MEXICO 32% (20-39 years) Most Marriages Source: INEGI 10 2006 ANNUAL REPORT POPULATION SEGMENTS BY INCOME LEVEL >47* 20-47* 6.75-19.5* 2.4% AB 3.2% C+ 15% C 1.25-19.5* <1.25* 49% 30.3% D-D+ E *Income as a Multiple of the Minimun Wage Source: INEGI Other Businesses Expormuebles Expormuebles is a subsidiary of Grupo FAMSA that designs and manufactures quality furniture that is sold in FAMSA stores. With a production area of more than 100,000 square feet, this business enables us to satisfy the particular needs of our customers and offer more accessible prices. Mayoramsa Mayoramsa is a company dedicated to the wholesale distribution of furniture and domestic appliances for Mexico’s small and medium-sized furniture stores. Verochi Verochi sells high quality shoes by catalog through a scheme of affiliation that allows Mexican housewives to set up their own independent micro companies. Auto Gran Crédito Grupo FAMSA continuously offers new, innovative products and services to satisfy the needs of its customers. Auto Gran Crédito, a scheme of self-financing which enables our customers to purchase cars through the creation of purchasing groups, is just such a product. It is also a convenient way of using our exhibition and sales space more effectively. Viajes a Bordo FAMSA Viajes a Bordo FAMSA is a travel agency designed to satisfy the travel and entertainment needs of the Mexican middle and lower-middle class, offering vacation packages specifically adapted to our customers’ profile. 2006 ANNUAL REPORT 11 CURRENT COVERAGE 28% POTENCIAL MARKET 72% GEOGRAPHIC EXPANSION POTENTIAL 12 2006 ANNUAL REPORT Total Service Means Satisfied Customers As part of our customer satisfaction strategy and seeking to strengthen the total, integrated service we offer, we have developed administrative procedures, information systems and personnel training initiatives to improve our distribution system. Today, Grupo FAMSA operates nine large warehouses in Monterrey, Nuevo León; Hermosillo, Sonora; Chihuahua, Chihuahua; Guadalajara, Jalisco; Tijuana, Baja California; Mexico City; Irapuato, Guanajuato; Villahermosa, Tabasco; and Culiacán, Sinaloa. Each Distribution Center receives products directly from our suppliers. We also have 28 strategically located Mexican Transfer Centers that receive products from the Distribution Centers and then deliver them directly to the customer. In our efforts to supply differentiated, top-quality service, we have set up state-ofthe-art, real time communication systems that link the Distribution Centers with our stores. We also use automated processes for the consolidation of merchandise according to final destination and route in predetermined schedules. Our leading-edge distribution and logistics system gives us competitive costs, an exact record of existing inventories and the capacity to guarantee delivery to the end customer in less than 48 hours. In our search to continuously improve our operating and control processes, during 2006 we started the first phase of an initiative to use Radio-frequency Bar Codes. This system will further enhance the efficiency and quality of our Distribution Centers and therefore our service. In 2007, we will focus on perfecting all of these initiatives and increasing even further the level of service that has always distinguished Grupo FAMSA and that has won the trust and loyalty of the consumer throughout the Company’s history. Mexico represented 85.8% of FAMSA’s total retail sales in 2006 FAMSA Stores Distribution Centers 2006 ANNUAL REPORT 13 Famsa United States Continuous Improvement and Great Potential Grupo FAMSA has grown continuously since it entered the Hispanic market in the United States in 2001, offering its very prestigious brand name and image, a deep understanding of that market and a continuously improving level of service. Today, these competitive advantages have translated into the consolidation of our already existing U.S. stores and great growth potential. The opening of the first store in the city of Los Angeles, California in 2001 was the first step in positioning Grupo FAMSA in the Hispanic market of the United States, and our operations there continue to grow. The demographic and socioeconomic characteristics of the Hispanic population in the United States give Grupo FAMSA great growth potential. With more than 38 entities with a Hispanic population in excess of 250 thousand, we will leverage our position to constantly increase our presence in that market. After the opening of three more stores in 2001, the performance and acceptance of our U.S. operations gave rise to an aggressive expansion plan. Today FAMSA operates 24 stores in the states of California, Texas and Nevada and is constantly consolidating its presence there. FAMSA U.S. retail stores have an average floor area of almost 27,000 square feet, making a total of 668,400 square feet of exhibition space for the Company’s wide range of products and services in the United States. Cash 7.3% SALES BREAKDOWN (% Retail Sales) Credit 92.7% The growth of our existing stores and opening of new stores were reflected in 2006 in a 44% increase in net sales to 1,176 million pesos, with furniture, electronic equipment and household appliances being among the best-selling lines. Operating income before depreciation and amortization grew 136.2% up to 100 million pesos for the year. During 2006, sales on credit represented approximately 92.7% of total U.S. sales, resulting in of the order of 101,000 thousand active accounts there. In our efforts to find innovative ways to serve the particular needs of the Hispanic population of Mexican origin, we have begun to use our platform in Mexico to offer a service we call FAMSA to FAMSA. This system allows customers to make purchases in the United States and have the products or services delivered in Mexico. It represented 12.8% of FAMSA Inc.’s total sales in 2006. Going forward, we intend to leverage our current position and in 2007 will seek to expand to other U.S. cities with a large Hispanic population. 43.4% 22.1% 11.3% 2.3% 12.8% 8.1% PRODUCT SALES MIX (% Retail Sales) Furniture Electronics Air Conditioning / Heaters Appliances FAMSA to FAMSA Market Potential The Hispanic market in the United States represents an area of opportunity for Grupo FAMSA because of its current composition, high growth indices and continuously rising purchasing power. Knowing the importance of this market, we are implementing specific actions to satisfy the different consumption needs of its different age components. Our target groups are: the under-twenties, a segment that represent 37% of the total population and a high-potential customer base; the 20- to 44-year-old group that represents 43% of the total and stands out for containing a large number of newly weds who need to set up home; and the population group of over 45s, who represent only 20% of the Hispanic population in the U.S. but who constitute a market that is purchasing new furniture and home appliances to replace aging ones. 16 2006 ANNUAL REPORT Other Another advantage of our business model focusing on the Hispanic market in the United States is the great population density in a relatively small number of cities. Thirty-eight districts have a population of 250 thousand or more Hispanic inhabitants and the improvement in their social status translates into increased purchasing power. In 2007, we will continue our expansion plan in the United States. 55,700 49,700 47.8 41.8 2005 2010 Projected Hispanic Household Income (US Dollars / Year) 2005 Source: US Census Bureau 2010 Projected Hispanic Population (in Millions) 2006 ANNUAL REPORT 17 Total Service Means Satisfied Customers Grupo FAMSA has always endeavored to offer its customers complete and efficient service, with timely delivery. To this end, we have set up Distribution and Transfer Centers in the United States, thereby enhancing operating efficiency. These centers are located in strategic cities to facilitate the movement of merchandise throughout the country. Grupo FAMSA currently has three Distribution Centers to serve 24 stores in 17 different regions. The Centers are located in Los Angeles, California; and San Antonio and Dallas, Texas, and have a total storage area of 754,600 square feet. The Company also operates four Transfer Centers in the United States. These initiatives allow Grupo FAMSA to offer the highest possible customer service and at the same time enhance operational results. TOTAL U.S. SALES 18 2006 ANNUAL REPORT 12.8% FAMSA TO FAMSA 2006: 6 years of successful operations Credit sales represented 92.7% of total U.S. sales U.S. sales represented 14.2% of FAMSA’s total sales Solid Platform 17 Regions 24 Stores 3 Distribution Centers 4 Transfer Centers FAMSA Stores Distribution Centers 2006 ANNUAL REPORT 19 Banco Ahorro Famsa Banking Institution A New Option for Our Development We constantly seek new ways to serve our large customer base, designing innovative products and services to offer greater value and consolidate Grupo FAMSA’s growth. In the Company’s efforts to help its customers access quality banking services, we have constituted our own multiple banking institution. This entity will offer the Mexican family products and services customized to their needs and give Grupo FAMSA a more flexible and efficient financial structure. At the beginning of 2006, we began to develop the infrastructure and information systems needed for the operating platform of Banco Ahorro FAMSA. We also defined the management team in charge of leading this important initiative, and began a human resources training and development program focused on direct customer service. The main objectives of Banco Ahorro FAMSA are to supply quality financial services tailored to the specific needs of its customers, and continuously develop financial products to serve the Mexican population that currently operates through a traditional bank. We will initially focus on high value added products, such as personal loans, loans for the acquisition of goods and services, and investment products with immediate liquidity or with a predetermined maturity. Subsequently, we will increase the range of our portfolio of financial products. Banco Ahorro FAMSA will significantly enhance our efficiency and give us the financial flexibility to support the Company’s development plans. It will allow us to make savings in financing costs, operate with a more flexible structure and give us the capacity to offer new and better repayment schemes. It will also give us the opportunity to make sales that are combined with the financial services of Banco Ahorro FAMSA. Grupo FAMSA enters the banking sector with more than 37 years of experience offering credit to the consumer. We operate with a very low rate of bad and non-collectable debts, reflecting our effective risk assessment policies for the granting of credit and an extensive follow-up and collection infrastructure. These will be continued in our new banking institution, together with the policies stipulated by the regulatory authorities. Active Accounts 1.3M CUSTOMER DATABASE FAMSA’s Recurring Customers 7.7M (Cash & Credit) Company Officers Humberto Garza Valdéz Abelardo García Lozano Oziel Mario Garza Valdéz Héctor Villarreal Castelazo Luis Gerardo Villarreal Rosales Gilberto Tellez Moya Chief Executive Officer Vice-president, Clothing and Real Estate CHIEF OPERATING OFFICER 22 2006 ANNUAL REPORT Chief Financial Officer Vice-president, Marketing Vice-president, Logistics and Distribution Héctor Hugo Hernández Lee Vice-president, Human Resources Ignacio Ortiz Lambretón Héctor Padilla Ramos Manuel Rodríguez González Francisco Patiño Leal Humberto Loza López Guillermo Saldívar González Vice-president, Famsa U.S.A. Vice-president, Information TECHNOLOGY Legal Counsel Vice-president, Purchasing CHIEF EXECUTIVE OFFICER, Banco Ahorro FAMSA Commercial Vice-president 2006 ANNUAL REPORT 23 Board of Directors Humberto Garza González Chairman Humberto Garza Valdéz (1) Horacio Marchand Flores Director Director Hernán Javier Garza Valdéz Director (1) Jorge Luis Ramos Santos (2) Director Oziel Mario Garza Valdéz Director (1) Luis Antonio Chico Pardo Director Salvador Kalifa Assad Director (2) (3) (2) Alejandro Sepúlveda Gutiérrez (2) (3) Director Luis Gerardo Villarreal Rosales Secretary (1) Son of Humberto Garza González, controlling stockholder. (2) Independent Director in accordance with Mexican Stock Market Law . (3) Member of the Audit Committee. Audit Committee The Company has constituted an Audit Committee as a result of the Extraordinary and Ordinary Stockholders’ Assemblies of April 28, 2006. The members of the said Committee are: Alejandro Sepúlveda Gutiérrez (Committee Chairman), Salvador Llarena Arreola and Horacio Marchand Flores. All of these members, including the Chairman, are independent Members of the Board in accordance with Mexican Securities Law and two of them are financial experts. Among other functions, the Audit Committee is responsible for: • Presenting an annual report on its activities for the approval of the Board of Directors and the Stockholders’ Assembly, • Presenting opinions to the Board of Directors on transactions with related parties that, because of their nature and relevance, deserve their consideration, and • Presenting an opinion to the Board of Directors on the operation of the internal control systems. 24 2006 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS GRUPO FAMSA, S. A. B. DE C. V. AND SUBSIDIARIES (formerly Grupo Famsa, S. A. de C. V.) 27 Report of Independent Auditors 28 Consolidated Balance Sheet 29 Consolidated Statement of Income 30 Consolidated Statement of Changes in Stockholders’ equity 32 Consolidated Statement of changes in financial position 33 Notes to the Consolidated Financial Statements REPORT OF INDEPENDENT AUDITORS PricewaterhouseCoopers, S.C. Avenida Rufino Tamayo No. 100 Col. Valle Oriente 66269 Garza Garcia, N.L. Telefono: (81) 8152 2000 Fax: (81) 8152 2075 www.pwc.com To the Stockholders of Grupo Famsa, S. A. B. de C. V. (formerly Grupo Famsa, S. A. de C. V.) Monterrey, N. L., March 9, 2007 We have audited the consolidated balance sheets of Grupo Famsa, S. A. B. de C. V. and subsidiaries (formerly Grupo Famsa, S. A. de C. V.) as of December 31, 2006 and 2005, and the related consolidated statements of income, of changes in stockholders’ equity and of changes in financial position for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they were prepared in accordance with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the financial position of Grupo Famsa, S. A. B. de C. V. and subsidiaries (formerly Grupo Famsa, S. A. de C. V.) at December 31, 2006 and 2005, and the results of their operations, the changes in their stockholders’ equity and the changes in their financial position for the years then ended, in conformity with Mexican Financial Reporting Standards. PricewaterhouseCoopers Alejandro Moreno Anaya Audit Partner 2006 ANNUAL REPORT 27 GRUPO FAMSA, S. A. B. DE C. V. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (NOTE 1) AT DECEMBER 31, 2005 WITH COMPARATIVE FIGURES FOR 2006 Thousands of Mexican Pesos of December 31, 2006 Purchasing Power 2005 Assets CURRENT ASSETS: Cash and temporary investments (Note 2.c) Trade accounts receivable (Note 3) Taxes recoverable Other accounts receivable Inventories (Notes 2.f and 4) Ps Total current assets 254,735 6,475,942 318,856 385,483 1,964,002 2006 Ps 521,839 7,580,547 317,748 520,724 2,254,998 9,399,018 11,195,856 PROPERTY, LEASEHOLD IMPROVEMENTS AND FURNITURE AND EQUIPMENT (Note 5) 1,715,189 1,825,154 GOODWILL (Note 2.i) 232,359 232,359 DEFERRED CHARGES (Note 2.k) 233,733 256,724 53,716 84,121 OTHER ASSETS (Note 2.l) Total assets Liabilities and Stockholders’ Equity CURRENT LIABILITIES: Short-term debt (Note 7) Suppliers Deferred value added tax Accounts payable and accrued expenses Income tax and asset tax payable Total current liabilities Ps 11,634,015 Ps 13,594,214 Ps 812,407 1,950,866 478,519 290,414 8,982 3,541,188 Ps 791,373 1,919,857 560,402 342,274 38,338 3,652,244 LONG-TERM LIABILITIES: Long-term debt (Note 7) Deferred income tax (Note 11) Estimated liability for labor benefits (Notes 2.n and 8) Total long-term liabilities Total liabilities 3,419,747 791,544 76,781 4,288,072 7,829,260 3,320,552 722,043 125,555 4,168,150 7,820,394 STOCKHOLDERS’ EQUITY (Note 9): Capital stock Paid in capital Retained earnings Deficit on restatement of capital 2,040,644 542,354 2,836,075 (1,624,804) 2,168,709 1,981,057 3,357,003 (1,744,014) Total majority interest 3,794,269 5,762,755 10,486 11,065 3,804,755 5,773,820 Minority interest Total stockholders’ equity COMMITMENT (Note 12) Total liabilities and stockholders’ equity The accompanying notes are an integral part of these financial statements. 28 2006 ANNUAL REPORT Ps 11,634,015 Ps 13,594,214 GRUPO FAMSA, S. A. B. DE C. V. Y SUBSIDIARIAS CONSOLIDATED STATEMENT OF INCOME (NOTE 1) FOR THE YEAR 2005 WITH COMPARATIVE FIGURES FOR 2006 Thousands of Mexican Pesos of December 31, 2006 Purchasing Power 2005 Net sales Cost of sales Gross margin Operating expenses Operating income Comprehensive financing expense, net (Note 10) Ps Other income, net (Note 5) Income before income tax and employees’ profit sharing and the effect of adoption of new accounting standards Income tax (Note 11) Employees’ profit sharing (Note 11) Income before the effect of adoption of new accounting standards Effect of adoption of new accounting standards (Note 8) Consolidated net income Net income (loss) corresponding to minority interest Net income corresponding to majority interest Ps Earnings per share corresponding to majority interest, in pesos (Notes 2.s and 9) Ps 11,041,030 (6,318,046) 4,722,984 (3,627,012) 1,095,972 (565,496) 530,476 937 2006 Ps 12,393,248 (7,004,216) 5,389,032 (4,156,199) 1,232,833 (546,610) 686,223 15,507 531,413 (188,652) (2,067) (190,719) 701,730 (178,707) (1,907) (180,614) 340,694 521,116 (63,041) 277,653 47 277,700 521,116 (188) 520,928 1.04 Ps Ps 1.72 The accompanying notes are an integral part of these financial statements. 2006 ANNUAL REPORT 29 GRUPO FAMSA, S. A. B. DE C. V. Y SUBSIDIARIAS (NOTE 1) FOR THE YEAR 2005 WITH COMPARATIVE FIGURES FOR 2006 Thousands of Mexican Pesos of December 31, 2006 Purchasing Power CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Balances at December 31, 2004 Ps 2,040,644 Retained earnings Paid in Capital Capital Stock Ps 542,354 Ps 277,700 Comprehensive income Balances at December 31, 2005 Increase in capital stock 2,040,644 542,354 128,065 1,438,703 2,836,075 Comprehensive income Balances at December 31, 2006 (Note 9) The accompanying notes are an integral part of these financial statements. 30 2006 ANNUAL REPORT 2,558,375 520,928 Ps 2,168,709 Ps 1,981,057 Ps 3,357,003 Deficit on restatement of capital (Ps 1,534,083) Total majority interest Ps 3,607,290 (90,721) 186,979 (1,624,804) 3,794,269 Minority interest Ps 10,534 Total stockholders’ equity Ps (48) 186,931 10,486 3,804,755 1,566,768 (119,210) (Ps 1,744,014) 1,566,768 401,718 Ps 5,762,755 3,617,824 579 Ps 11,065 402,297 Ps 5,773,820 2006 ANNUAL REPORT 31 GRUPO FAMSA, S. A. B. DE C. V. Y SUBSIDIARIAS CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION (NOTE 1) FOR THE YEAR 2005 WITH COMPARATIVE FIGURES FOR 2006 Thousands of Mexican Pesos of December 31, 2006 Purchasing Power 2005 Operations Net income Items not affecting resources: Depreciation and amortization Allowance for doubtful accounts Deferred income tax Estimated liability for labor benefits Ps Ps 238,085 229,852 152,973 8,132 906,742 Changes in working capital other than financing: Trade accounts receivable Inventories Suppliers Other, net Resources used in operating activities before the effect of adoption of new accounting standards 520,928 280,795 276,256 64,292 29,354 1,171,625 (861,308) (321,571) 84,774 (154,874) (1,252,979) (1,380,861) (410,206) (31,009) (155,766) (1,977,842) (346,237) (806,217) 63,041 Effect of adoption of new accounting standards Resources used in operating activities (283,196) (806,217) Financing Bank loans and long-term debt, net Increase in capital stock 572,189 (120,229) 1,566,768 Minority interest, net Resources provided by financing activities Investment Property, leasehold improvements and furniture and equipment, net (Decrease) increase in cash and temporary investments Cash and temporary investments at end of year The accompanying notes are an integral part of these financial statements. 2006 ANNUAL REPORT (48) 579 572,141 1,447,118 (332,188) (373,797) (43,243) 267,104 297,978 Cash and temporary investments at beginning of year 32 277,700 2006 Ps 254,735 254,735 Ps 521,839 GRUPO FAMSA, S. A. B. DE C. V. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2005 WITH COMPARATIVE FIGURES FOR 2006 Thousands of Mexican Pesos of December 31, 2006 Purchasing Power (except where otherwise indicated) NOTE 1 - ACTIVITIES OF THE COMPANIES The main activities of Grupo Famsa, S. A. B. de C. V. and its subsidiaries (Grupo Famsa or the Company), is the purchase and sale of various kinds of household appliances, furniture, clothing and other consumer products, as well as the manufacture of various kinds of furniture. The Company’s sales are made on credit and in cash, to both wholesale and retail customers. Currently, Grupo Famsa carries out its activities through retail branches and wholesale warehouses. The Company’s principal subsidiaries and their ownership percentage are: (Unaudited) Ownership % at December 31, 2005 2006 99.87 100.00 99.99 99.94 99.04 100.00 95.00 99.21 99.99 99.87 100.00 99.99 99.94 99.04 100.00 95.00 99.21 99.99 99.99 99.99 Retail sales: Fabricantes Muebleros, S. A. de C. V. (1) Famsa del Centro, S. A. de C. V. Famsa del Pacífico, S. A. de C. V. Famsa Metropolitano, S. A. de C. V. Impulsora Promobien, S. A. de C. V. Famsa, Inc., a subsidiary company headquartered in California, U.S.A. Corporación de Servicios Ejecutivos Famsa, S. A. de C. V. Corporación de Servicios Ejecutivos, S. A. de C. V. Promotora Sultana, S. A. de C. V. Suministro Especial de Personal, S. A. de C. V. Manufacturing and other: Auto Gran Crédito Famsa, S. A. de C. V. Expormuebles, S. A. de C. V. Mayoramsa, S. A. de C. V. Promocrédito del Hogar, S. A. de C. V. (1) Verochi, S. A. de C. V. 95.00 99.90 99.89 99.38 95.00 99.99 99.90 99.89 99.92 Financial sector Banco Ahorro Famsa, S. A., Institución de Banca Múltiple (2) 99.00 (1) On December 29, 2006 it was agreed to merge Promocrédito del Hogar, S. A. de C. V. into Fabricantes Muebleros, S. A de C. V.; the rights and obligations of the former were transferred to Fabricantes Muebleros, S. A. de C. V. The merger agreement became effective as of December 31, 2006. (2) Banco Ahorro Famsa, S. A., Institución de Banca Múltiple (BAF), located in Monterrey, N. L. was incorporated in May 2006 and it began operations in January 2007. Its main activity is the rendering of banking and credit services, in conformity with the Law of Credit Institutions. 2006 ANNUAL REPORT 33 At an Extraordinary General Meeting held on December 14, 2006, the stockholders resolved to change the Company’s name from Grupo Famsa, S. A. de C. V. to Grupo Famsa, S. A. B. de C. V.; and likewise, to modify its by-laws for purposes of reflecting the new integration, organization and operation of its corporate governance and the new rights of the minority stockholders, as required by the Securities Market Law (SML) published on December 30, 2005. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES On January 1, 2006, Grupo Famsa and its subsidiaries adopted the standards issued by the Mexican Financial Reporting Standards Board (CINIF), which is responsible for prescribing accounting and reporting standards in Mexico. Therefore, the accompanying consolidated financial statements were prepared in conformity with such standards, which, as stipulated by the CINIF, comprise the following: i. Financial Reporting Standards (FRS) and related interpretations issued by the CINIF. ii. Statements issued by the Accounting Principles Board of the Mexican Institute of Public Accountants which have not been modified, replaced or abolished by new FRS. iii. International Financial Reporting Standards (IFRS) applicable on a supplementary basis. In accordance with the above-mentioned criteria, Grupo Famsa and its subsidiaries applied the following accounting policies: a. Bases for presentation and disclosure The issuance of the accompanying consolidated financial statements was approved by the Company’s Chief Executive Officer (Humberto Garza Valdez) on March 9, 2007, and they have been prepared in accordance with FRS, and the standard requiring comprehensive recognition of the effects of inflation on the financial information. Consequently, all financial statements, including those of prior periods presented for comparative purposes, are stated in constant pesos of December 31, 2006 purchasing power. The financial statements of all the consolidated companies are conformed to FRS for consolidation purposes, including the financial statements of the foreign subsidiary, Famsa, Inc., which are originally prepared in conformity with accounting principles generally accepted in the United States of America (U.S.A.), and the financial statements of BAF, which are prepared in conformity with the accounting rules and practices established by the National Banking and Securities Commission (NBSC). The preparation of the financial information in accordance with Mexican financial reporting standards requires management to make estimates and assumptions that affect the reported amounts at the date of the financial statements. Actual results could differ from those estimates. The most important indexes (National Consumer Price Index - NCPI) used to reflect the effects of inflation on the financial statements were: 121.015, 116.301 and 112.550 at December 31, 2006, 2005 and 2004, respectively (second half of June 2002=100). b. Bases for consolidation The consolidated financial statements comprise those of Grupo Famsa and all its subsidiaries (see Note 1). Intercompany transactions and balances between Grupo Famsa and its subsidiaries have been eliminated in consolidation. c. Temporary investments These investments are stated at market value. The differences in market value between the investment date and the balance sheet date are recorded in the statement of income under the caption comprehensive financing income (expense). 34 2006 ANNUAL REPORT d. Revenue recognition Revenues arise from the activities described in the first paragraph of Note 1 and may be in cash or on credit. Revenues are recognized at issuance of the sales receipt and/or shipment of the merchandise to the customer. Sales on credit are made on a weekly, bi-weekly and/or monthly installment basis with financing terms under agreements, which occasionally stipulate interest at fixed rates. The Company recognizes revenues for financing on sales made on credit at the time the sale is made since the average recovery term is less than a year. In connection with the sale of warranty policies made by Famsa, Inc., the Company is required, in accordance with legal requirements in the U.S.A. to maintain 25% of the related sales amount deposited in a trust until the warranty policy expires. At December 31, 2005 and 2006, the Company had restricted cash of Ps21,649 and Ps32,510, respectively, included in the balance sheet under the caption “Cash and temporary investments.” e. Allowance for doubtful accounts (Note 3) The Company records as an allowance for doubtful accounts, the equivalent of 2.9% of its net sales made on credit, which the Company considers sufficient to cover any related loss. f. Inventories and cost of sales (Note 4) Inventories of household appliances, furniture, clothes and other products for sale to third parties are stated at estimated replacement cost, generally at the latest purchase prices. The amounts shown for inventories do not exceed market value. The cost of sales is shown in constant pesos based on the estimated replacement costs prevailing on the dates when the sales were effected. g. Shipment and handling of merchandise The Company records freight expenses under the caption “Cost of sales” as well as the shipping and handling costs of merchandise when incurred. The amounts received for shipping and handling costs of merchandise paid by the customer are included within “Net sales.” h. Advance payments for advertising The Company contracts its media advertising, mainly television and press, directly and through its subsidiaries. The related agreements stipulate advance payments for these services, which are rendered during the following year. At December 31, 2006, there were advance payments of Ps120,246 (Ps113,852 in 2005) for advertising; this amount is included in the balance sheet as “Other accounts receivable.” i. Goodwill This caption is stated at cost restated by applying factors derived from the NCPI to the historical cost. It is subject to testing for impairment on an annual basis, or earlier, in the event circumstances occur that indicate the existence of a possible impairment. j. Property, leasehold improvements, furniture, equipment and depreciation (Note 5) Property, leasehold improvements, furniture, equipment and the related accumulated depreciation are stated at cost restated by applying factors derived from the NCPI. Depreciation is calculated by the straight-line method based on the estimated useful lives of the assets as determined by the companies. The amortization period for leasehold improvements is determined based on the term of the lease agreement. 2006 ANNUAL REPORT 35 k. Deferred charges This caption is stated at cost restated by applying factors derived from the NCPI to the historical cost. It comprises principally costs relative to development and implementation of integral computer systems, installation, preoperating and start-up expenses of the foreign subsidiary, all of which are subject to amortization. l. Other assets m. n. o. p. q. r. 36 These assets represent principally deposits in guarantee and an intangible asset related to severance compensations. Transactions in foreign currency and exchange differences (Note 6) Monetary assets and liabilities in foreign currencies, mainly U.S. dollars (US$), are stated in Mexican currency at the rates of exchange in effect at the balance-sheet date. Exchange differences arising from changes in exchange rates between the transaction and settlement dates or the balance-sheet date are charged or credited to comprehensive financing (expense) income. Estimated liability for labor benefits (Note 8) Seniority premiums to which employees are entitled upon termination of employment after 15 years of service, as well as the obligations existing under the retirement plans and severance compensations, are recognized as a cost of the years in which the services are rendered in accordance with actuarial studies carried out using the projected unit credit method. At December 31, 2006, the Company adopted the standards relating to pension plans contained in Statement D-3, “Labor liabilities”. The effect of this adoption was immaterial; therefore, it was considered as part of the net cost for the period. Comprehensive financing income (expense) (Note 10) This item is determined by grouping in the statement of income all interest and other financial income and expense, exchange gains and losses, and the gain or loss on monetary position. The gain or loss on monetary position represents the effect of inflation, as measured by the NCPI, on the Company’s monthly net monetary assets or liabilities during the year. Impairment of long-lived assets and their disposal Long-lived assets, tangible and intangible (including goodwill), are subject to testing for impairment in the event circumstances occur that indicate the existence of a possible impairment. In 2005 and 2006 no loss due to impairment was recognized since there were no factors indicating impairment of such assets. Income tax and employees’ profit sharing (Note 11) Income tax and employees’ profit sharing are recorded by the comprehensive asset and liability method, which requires recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of all assets and liabilities and their respective tax bases. Comprehensive income (Note 9) Comprehensive income is represented by the net income plus the gain or loss from holding nonmonetary assets, and items required by specific accounting standards to be reflected in stockholders’ equity but which do not constitute capital contributions, reductions or distributions. Amounts included herein are restated on the basis of NCPI factors. 2006 ANNUAL REPORT s. Earnings per share Earnings per share are computed by dividing the net income for the year by the weighted average number of common shares outstanding during the year. There are no effects arising from potentially dilutive shares. t. Risk concentration The principal financial instruments maintained by the Company under a credit risk concentration correspond to cash in banks and temporary investments, as well as trade accounts receivable. Cash and temporary investments are maintained in recognized financial institutions. The relative investments are in fixed interest and money market securities. The risk concentration regarding trade accounts receivable is significant since the Company managed a credit portfolio of approximately 1,250,000 accounts (unaudited) at December 31, 2006. However, there is an allowance for doubtful accounts based on a percentage of the net credit sales. Additionally, in order to reduce risks, the Company requires that the credits granted be collateralized by the goods sold and a guarantor. NOTE 3 - TRADE ACCOUNTS RECEIVABLE At December 31 this caption comprised the following: 2006 2005 Trade accounts receivable Less - Allowance for doubtful accounts (1) Net Ps Ps 6,556,536 80,594 6,475,942 Ps Ps 7,661,507 80,960 7,580,547 (1) In 2005 and 2006, the charge to income was Ps229,852 and Ps276,256, respectively. At December 31, 2005 and 2006 the Company’s amounts receivable in respect of its retail customers were pledged as security for a line of credit (see Note 7). NOTE 4 - INVENTORIES Inventories were analyzed as follows: 2006 2005 Products (*) Clothing, footwear and jewelry Merchandise in transit, advances to suppliers and other Estimated replacement cost Ps Ps 1,680,339 271,890 11,773 1,964,002 Ps Ps 1,856,976 390,391 7,631 2,254,998 (*) Comprises principally electronic products, household appliances and furniture. 2006 ANNUAL REPORT 37 NOTE 5 - PROPERTY, LEASEHOLD IMPROVEMENTS AND FURNITURE AND EQUIPMENT At December 31 this caption comprised the following: 2006 2005 Land Ps 246,098 Ps 165,806 1,331,938 490,028 161,710 272,498 5,693 2,427,673 (958,582) 1,469,091 1,715,189 Buildings and construction Leasehold improvements Furniture and equipment Transportation equipment Data-processing equipment Construction in progress Accumulated depreciation Net restated cost Ps Ps Depreciation rate 231,599 145,922 1,544,866 554,140 172,075 311,181 22,980 2,751,164 (1,157,609) 1,593,555 1,825,154 3% 7% 10% 20% 24% Depreciation charged to income represented annual average rates of 9.8% in 2005 and 10.2% in 2006. In accordance with the lease agreements, the leasehold improvements will become the property of the lessor at the termination of the agreements. In 2006 the Company sold the land and buildings occupied by its branches located in Los Angeles, California and Dallas, Texas to then lease them. At the date of the sale transaction the related book values were Ps13,427 and Ps66,849, respectively. The gain on the sale of these properties was Ps23,581, and it is included in the statement of income under the caption “Other income, net.” 38 2006 ANNUAL REPORT NOTE 6 - FOREIGN CURRENCY POSITION At December 31, 2005 and 2006, the exchange rates were 10.63 and 10.81 nominal pesos to the U.S. dollar, respectively. At March 9, 2007, date of issuance of the audited financial statements, the exchange rate was 11.14 nominal pesos to the dollar. Amounts shown in this note are expressed in thousands of U.S. dollars (US$), since this is the currency in which most of the Company’s foreign currency transactions are carried out. At December 31 the Company had the following foreign currency assets and liabilities: 2005 Monetary assets Monetary liabilities Monetary position in foreign currency Nonmonetary assets (inventories) 2006 US$ US$ 64,388 65,290 (902) US$ 100,034 81,165 18,869 US$ 29,414 US$ 36,133 US$ The above-mentioned inventories are those manufactured outside of Mexico and are stated at their net restated cost. For the year ended December 31, 2006 the Company had direct imports of inventories totaling US$28,227 (US$32,962 in 2005). 2006 ANNUAL REPORT 39 NOTE 7 - SHORT-TERM LOANS AND LONG-TERM DEBT At December 31, 2006, Grupo Famsa, S. A. B. de C. V. and Famsa, Inc. had contracted with GE Capital Bank and GE Capital Corporation a revolving credit line for two years of up to an equivalent of US$330 million. At December 31, 2006, Ps2,899,981 had been drawn down in Mexican pesos (Ps3,038,002 in 2005) and US$38.9 million (US$34.5 million in 2005) under such credit line at a fixed interest rate and with a maximum maturity of two years. Borrowings under this credit line are secured by trade accounts receivable of the following subsidiaries: Fabricantes Muebleros, S. A. de C. V, Famsa del Centro, S. A. de C. V., Famsa del Pacífico, S. A. de C. V., Famsa Metropolitano, S. A. de C. V. and Impulsora Promobien, S. A. de C. V. In addition, the Famsa, Inc.’s borrowing is secured by its own trade accounts receivable and guaranteed by Grupo Famsa, S. A. B. de C. V. The above-mentioned agreements contain certain covenants, principally requiring the maintenance of certain financial ratios, reductions in capital and submission of financial information. At the date of issuance of the financial statements, Grupo Famsa, S. A. B. de C. V. and Famsa, Inc. had complied with all the financial obligations stipulated in the loan agreements. At December 31 the total consolidated debt was as follows: 2006 Interest rate (*) 500,000 8.57% 1,150,983 1,887,019 3,038,002 1,038,420 1,861,562 2,899,982 9.33% 110,651 77,456 188,107 291,373 6.80% 381,745 4,232,154 (812,407) 3,419,747 420,570 4,111,925 (791,373) 3,320,552 2005 Grupo Famsa Mexican pesos: Debt certificates (1) Ps Amounts drawn down from revolving credit lines (2): GE Capital Bank, S. A. GE Capital Corporation U.S. dollars: Euro-commercial paper Unsecured Famsa, Inc. (U.S. dollars): Amounts drawn down from credit line with GE Capital Corporation (2) Total debt Short-term debt Long-term debt, all of which matures in 2008 (*) Nominal rates at December 31, 2006. (1) Maturing in 2007. (2) Maturing in 2008. 40 2006 ANNUAL REPORT Ps 624,300 Ps 291,373 Ps 8.71% NOTE 8 - ESTIMATED LIABILITY FOR LABOR BENEFITS The liabilities and costs relating to seniority premiums and pension plans to which employees are entitled after 15 years of service, are recognized on the basis of actuarial studies performed by independent actuaries. The Company has also established plans to cover compensations in the event of dismissal, based on actuarial studies made by independent actuaries. Following is a summary of the principal financial data relative to these obligations determined based on actuarial studies: 2005 Seniority premiums Accumulated benefit obligation Projected benefit obligation Unamortized prior service cost (transition liability) Unamortized actuarial gains and losses Unfunded accrued labor cost Seniority premiums Total Severance compensations Pension plans Total Ps 29,329 Ps 47,931 Ps 77,260 Ps 30,003 Ps 81,577 Ps 3,086 Ps 114,666 Ps 30,159 Ps 52,750 Ps 82,909 Ps 30,926 Ps 86,224 Ps 3,409 Ps 120,559 (1,017) (46,079) (3,036) Additional liability Amount paid for the year Estimated liability for labor benefits 2006 Severance compensations 856 (47,096) (662) (7,044) (1,871) (9,577) (2,180) 6,799 (34,340) (690) (28,231) 26,106 7,527 33,633 37,063 44,840 848 82,751 3,223 40,404 43,627 539 40,027 2,238 42,804 (479) (479) Ps 28,850 Ps 47,931 Ps 76,781 Ps 37,602 Ps 84,867 Ps 3,086 Ps 125,555 Ps 6,396 Ps 1,883 Ps 8,279 Ps 7,847 Ps 2,121 Ps 197 Ps 10,165 Net cost for the period: Labor cost Financial cost Unamortized actuarial gains losses Effect of initial adoption of pension plans Ps 893 2,480 3,373 962 2,721 104 3,787 843 8,690 9,533 680 11,951 198 12,829 2,573 2,573 8,132 $ 13,053 Ps 21,185 Ps 9,489 Ps 16,793 Ps 3,072 Ps 29,354 Prior service cost (transition liability), plan amendment costs and actuarial gains and losses are recorded through charges to income by the straight-line method over the average remaining service life of the employees expected to receive the benefits (approximately eleven years). In 2005 and 2006, annual weighted real discount rates of 4.5% and 4.0%, respectively, were used for the actuarial calculations. 2006 ANNUAL REPORT 41 NOTE 9 - STOCKHOLDERS’ EQUITY At Extraordinary General and Ordinary Meetings held on April 28, 2006, the stockholders resolved to: (a) increase the fixed portion of the capital stock by Ps407,409 (nominal value), through the conversion of the shares representing the variable portion; as a result, the nominal, subscribed and paid in capital stock of Ps532,409 is represented by 53,240,874 Class “I” Series “A”, common, nominative shares, without par value; (b) split the shares through the issuance and exchange of shares at a 1 to 5 ratio; as a result, the capital stock is represented by 266,204,370 Class “I” Series “A”, common, nominative shares, without par value; (c) increase the Company’s capital stock through a primary public stock offering in the domestic stock market involving a total amount of 61,884,654 shares carried out on May 24, 2006; from the total offering, an amount of Ps123,769 (nominal amount) was recorded as an increase in the fixed minimum capital stock, and Ps1,390,449 as paid in capital, net of commissions and other expenses related to the placement; and (d) change the Company’s by-laws to register the shares in the Securities Section and in the Special Section of the National Registry of Securities of the NBSC and adjust them to the standards stipulated by the SML. Subsequent to the above-mentioned changes the amounts of stockholders’ equity were as follows: Nominal amount Capital stock Paid in capital Retained earnings Deficit on restatement of capital Total majority interest Minority interest Total stockholders’ equity Ps Ps 656,178 1,767,067 1,298,221 3,721,466 10,486 3,731,952 Restatement increment Ps Ps 1,512,531 213,990 2,058,782 (1,744,014) 2,041,289 579 2,041,868 Restated amount Ps Ps 2,168,709 1,981,057 3,357,003 (1,744,014) 5,762,755 11,065 5,773,820 The capital stock is variable with a fixed minimum of Ps656,178 (nominal amount) and an unlimited maximum. At December 31, 2006, the subscribed and paid in nominal capital stock was represented by 328,089,024 Class “I” Series “A”, common, nominative shares. At December 31, 2006 the retained earnings include Ps166,822 and Ps333,644, applicable to the legal reserve and to the reinvestment reserve, respectively. 42 2006 ANNUAL REPORT Dividends paid are not subject to income tax if they arise from the after-tax earnings account (CUFIN). Dividends paid in excess of this account are subject to a tax equivalent to 28% applicable to the amount resulting by multiplying the dividends by a factor of 1.3889, if paid during 2007. The tax is payable by the Company and may be credited against the normal income tax payable by the Company in the year in which the dividends are paid or in the two following years. Dividends paid from previously taxed profits are not subject to tax withholding. In the event of a capital reduction, any excess of stockholders’ equity over capital contributions, the latter restated in accordance with the provisions of the Income Tax Law, is accorded the same tax treatment as dividends. The deficit on restatement of capital comprises principally the accumulated loss from holding nonmonetary assets and represents the difference between restating these assets by the specific cost method and restating them based on inflation measured in terms of the NCPI. Earnings per share (in pesos): Continuing operations Effect of adoption of new accounting standards Ps Ps 2005 (1) 6.40 (1.19) 5.21 Ps Ps 2005 (2) 1.28 (0.24) 1.04 Ps 2006 1.72 Ps 1.72 (1) Amount calculated over the weighted average rate of the 53,240,874outstanding shares at December 31 2005. (2) Amount reestablished as a result of the split of 266,204,370 shares, in accordance with the resolutions taken by the stockholders on April 28, 2006. NOTE 10 - COMPREHENSIVE FINANCING INCOME (EXPENSE), NET This caption comprised the following: 2005 Financial expense Financial income Exchange loss, net Loss on monetary position Ps Ps (554,322) 22,571 (17,035) (16,710) (565,496) 2006 Ps Ps (491,021) 31,915 (11,099) (76,405) (546,610) 2006 ANNUAL REPORT 43 NOTE 11 - INCOME TAX, ASSET TAX AND EMPLOYEES’ PROFIT SHARING Grupo Famsa and its subsidiaries determine their taxable income (loss) and employees’ profit sharing on an individual Company standalone basis. The net charge to consolidated income for taxes was as follows: 2005 Income tax: Current Deferred Ps Adjustment to income tax provision Employees’ profit sharing Ps (35,679) (152,973) (188,652) (2,067) (190,719) 2006 Ps Ps (114,415) (64,292) (178,707) (1,907) (180,614) The reconciliation between the statutory and effective income tax rates is shown below: Income tax at statutory rate Add (deduct) effect of income tax on: Inflationary component, net Permanent nondeductible differences Inflationary tax effect Other permanent differences Effective income tax rate 44 2006 ANNUAL REPORT 2005 2006 30% 29% 2% 4% 4% (4%) 36% 5% 3% 2% (14%) 25% As a result of the various amendments to the Mexican Income Tax Law published on December 1, 2004, the income tax rate is of 28% for the year 2007. At December 31 the principal temporary differences requiring recognition of deferred income tax were as follows: 2005 Trade accounts receivable Advance payments Inventories Property, furniture and equipment, net Allowance for doubtful accounts Estimated liability for labor benefits Tax effect of credit sales Tax loss carryforwards Ps Income tax rate Deferred income tax liability Ps (1,321,504) 3,939,210 162,305 1,244,388 138,288 (51,398) (125,555) (1,959,202) (291,307) 3,233,096 3,056,729 29% 28% 937,598 855,884 (146,054) Recoverable asset tax Deferred income tax liability, net 3,140,276 149,631 1,228,861 164,202 (51,817) (76,553) 2006 Ps 791,544 (133,841) Ps 722,043 The Company had unused tax loss carryforwards in Mexico, which may be restated for inflation through the date they are applied against future taxable profits, expiring in the following years: 2009 2010 2011 2012 2013 2014 2015 2016 Ps Ps 4,314 21,165 119,438 115,009 11,512 10,048 3,985 5,836 291,307 The foregoing amounts are shown at their inflation-indexed amount through December 31, 2006. 2006 ANNUAL REPORT 45 The subsidiary company located in the U.S. A. has tax loss carryforwards totaling US$33,836, expiring in 2026; however, the Company has created a reserve relating to such tax loss carryforwards since the U.S.A. operations have not historically generated taxable income to amortize in 2006. Asset tax is payable at the rate of 1.8% on the net amount of certain assets and liabilities, but only when the amount of asset tax exceeds the income tax due. Asset tax paid may be carried forward and credited against income tax payable in the following ten years to the extent income tax exceeds asset tax in those years. At December 31, 2006 the asset tax credits recoverable in future periods, expire in the following years: 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Ps Ps 870 7,701 7,504 6,933 11,801 13,725 14,057 21,913 12,340 36,997 133,841 Employees’ profit sharing was determined at the rate of 10% on taxable income adjusted as prescribed by the Income Tax Law. Tax loss carryforwards and asset tax credits are not available for purposes of reducing employees’ profit sharing. NOTE 12 - COMMITMENT The majority of the subsidiary companies have entered into long-term lease agreements (some with related parties) covering properties occupied by their stores. Rentals payable are as follows: Other 2007 Ps 492,722 Related parties Ps 62,487 1,970,888 2008 through 2011 Ps 2,463,610 Total Ps 249,948 Ps 312,435 555,209 2,220,836 Ps 2,776,045 In 2005 and 2006 total rental expense was as follows: 2005 Other Related parties Total 46 2006 ANNUAL REPORT Ps Ps 402,861 49,331 452,192 2006 Ps Ps 469,259 59,511 528,770 NOTE 13 - INFORMATION BY BUSINESS SEGMENT The Company manages and evaluates its continuing operations through three business units: Mexico (national retail stores), U.S.A. (foreign retail stores) and Other businesses in Mexico (wholesaler, manufacturing of furniture, personal car financing, footwear catalog business and financial sector). Their activities are carried out through various subsidiary companies. Company’s management uses operating income before depreciation as the measure of segment performance as well as to evaluate development, make decisions relating to the operations and to allocate resources. The information by business segment is as follows: 2005 Mexico Net sales (1) Ps USA 9,769,529 Ps Other 1,223,689 Ps Subtotal 991,557 Ps 11,984,775 Intersegment Ps Consolidated (943,745) Ps 11,041,030 Cost of sales (5,827,633) (634,121) (858,953) (7,320,707) Gross margin 3,941,896 589,568 132,604 4,664,068 58,916 4,722,984 Operating expenses (2,789,266) (547,326) (93,991) (3,430,583) 41,656 (3,388,927) 1,152,630 42,242 38,613 1,233,485 100,572 1,334,057 - (238,085) Operating income before depreciation and amortization Depreciation and amortization (178,293) (58,203) Operating income (loss) Ps 974,337 Ps Additional segmental disclosure: Total assets Ps 10,373,142 Ps Total liabilities Ps 7,450,898 Ps Capital expenditure Ps 174,851 Ps (15,961) (1,589) 1,002,661 (238,085) (6,318,046) Ps 37,024 Ps 995,400 Ps 100,572 Ps 1,095,972 1,301,541 Ps 406,756 Ps 12,081,439 Ps (447,424) Ps 11,634,015 662,587 Ps 163,199 Ps 8,276,684 Ps (447,424) Ps 7,829,260 34,765 Ps 13,851 Ps 223,467 Ps Ps 223,467 - 2006 Mexico Net sales (1) Ps 10,514,560 USA Ps 1,761,117 Other Ps 1,061,373 Subtotal Ps 13,337,050 Intersegment Ps (943,802) Consolidated Ps (6,202,205) (902,989) (899,851) (8,005,045) Gross margin 4,312,355 858,128 161,522 5,332,005 57,027 5,389,032 Operating expenses (3,058,581) (758,348) (118,435) (3,935,364) 59,960 (3,875,404) 1,253,774 99,780 43,087 1,396,641 116,987 1,513,628 - (280,795) Operating income before depreciation and amortization Depreciation and amortization (201,144) (77,220) Ps 1,052,630 Ps Total assets Ps 12,159,294 Total liabilities Ps 7,349,618 Capital expenditures Ps 314,136 Operating income (2,431) 22,560 Ps Ps 1,657,451 Ps 1,050,950 Ps 90,810 1,000,829 12,393,248 Cost of sales (280,795) (7,004,216) 40,656 Ps 1,115,846 Ps 116,987 Ps 1,232,833 Ps 477,797 Ps 14,294,542 Ps (700,328) Ps 13,594,214 Ps 120,154 Ps 8,520,722 Ps (700,328) Ps 7,820,394 Ps 13,629 Ps 418,575 Ps Ps 418,575 Additional segmental disclosure: - (1) Net sales are realized in the respective countries disclosed above. 2006 ANNUAL REPORT 47 NOTE 14 - NEW FINANCIAL REPORTING STANDARDS On January 1, 2007 four new reporting standards issued by the CINIF became effective. They basically stipulate the following: a. A new structure for the statement of income; the presentation of special or extraordinary items is eliminated, income and expense will be classified as ordinary or not ordinary. In addition, employees’ profit sharing must be included as an ordinary expense instead of a tax on income. b. Rules for the recognition of asset and liability restructuring, and for waivers granted by the creditors in the event of noncompliance with payment by the debtor. c. New disclosure requirements regarding transactions with related parties. d. Rules for capitalization of comprehensive financing income (expense). At March 9, 2007, date of issuance of the consolidated financial statements, the management of Grupo Famsa and its subsidiaries were carrying out a study to determine the impact that these new financial reporting standards will have on the Company’s consolidated financial information. 48 2006 ANNUAL REPORT www.grupofamsa.com www.famsa.com