6-K 1 ccufs2012_6k.htm CCU - MANAGEMENTS REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING ccufs2012_6k.htm - Generated by SEC Publisher for SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

     Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

COMPANIA CERVECERIAS UNIDAS S.A.
(Exact name of Registrant as specified in its charter)
UNITED BREWERIES COMPANY, INC.
(Translation of Registrant’s name into English)

Republic of Chile
(Jurisdiction of incorporation or organization)
Vitacura 2670, 23rd floor, Santiago, Chile
(Address of principal executive offices)
 _________________________________________

Securities registered or to be registered pursuant to section 12(b) of the Act.

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 the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ___ No X


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

CCU - Management’s Report on Internal Controls over Financial Reporting

 

 

 

 

Our management, including our Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal controls over financial reporting and has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on such criteria, our management has concluded that, as of December 31, 2012, our internal control over financial reporting is effective.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report which appears herein.

There has been no change in our internal control over financial reporting during 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

By: /s/ Patricio Jottar
Chief Executive Officer
/s/ Ricardo Reyes
Chief Financial Officer

 

Dated:  February 1, 2013

 

 

Distribution:

Investor Relation Manager

PricewaterhouseCoopers

Chief Financial Officer

Legal Affairs Manager

 




 

 

 

COMPAÑÍA CERVECERÍAS UNIDAS S.A. AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

(Figures expressed in thousands of Chilean pesos)

 

As of and for the year ended December 31, 2012

 

 

F - 1


 

 

 

 

 

 

 

 


 

F - 2


 

 

 

 

 

 

 

 

 

 

 

F - 3


 

 

 

 

INDEX

 

INDEX 

 

4  

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

6  

CONSOLIDATED STATEMENT OF INCOME 

8  

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 

9  

STATEMENT OF CHANGES IN EQUITY 

10  

CONSOLIDATED STATEMENT OF CASH FLOW 

11  

NOTE 1 GENERAL INFORMATION 

12  

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

17  

 
2.1   Basis of preparation  17  
2.2   Basis of consolidation  18  
2.3   Financial information as per operating segments  19  
2.4   Foreign currency and unidad de fomento (Adjustable unit)  19  
2.5   Cash and cash equivalents  20  
2.6   Financial instruments  21  
2.7   Financial asset impairment  22  
2.8   Inventories  23  
2.9   Other non-financial assets  23  
2.10   Property, plant and equipment  23  
2.11   Leases  24  
2.12   Investment property  24  
2.13   Biological assets  24  
2.14   Intangible assets other than goodwill  25  
2.15   Goodwill  25  
2.16   Impairment of non-current assets other than goodwill  25  
2.17   Assets of a disposal group held for sale  26  
2.18   Income tax and deferred taxes  26  
2.19   Employees benefits  26  
2.20   Provisions  27  
2.21   Revenue recognition  27  
2.22   Commercial agreements with distributors and supermarket chains  28  
2.23   Cost of sales of products  28  
2.24   Other expenses by function  28  
2.25   Distribution expenses  28  
2.26   Administration expenses  28  
2.27   Environment liabilities 28  
2.28   Adjustments to prior year financial statements 28  
 

NOTE 3 ESTIMATES AND APPLICATION OF PROFESSIONAL JUDGMENT 

32  

NOTE 4 ACCOUNTING CHANGES 

32  

NOTE 5 RISK ADMINISTRATION 

33  

NOTE 6 FINANCIAL INSTRUMENTS 

39  

NOTE 7 FINANCIAL INFORMATION AS PER OPERATING SEGMENTS 

45  

NOTE 8 BUSINESS COMBINATIONS 

51  

NOTE 9 NET SALES 

52  

NOTE 10 NATURE OF COSTS AND EXPENSES 

52  

NOTE 11 FINANCIAL RESULTS 

53  

F - 4


 

 

 

 

 

NOTE 12 OTHER INCOME BY FUNCTION 

53  

NOTE 13 OTHER GAIN AND LOSS 

54  

NOTE 14 CASH AND CASH EQUIVALENTS 

54  

NOTE 15 ACCOUNTS RECEIVABLES – TRADE AND OTHER RECEIVABLES 

56  

NOTE 16 ACCOUNTS AND TRANSACTIONS WITH RELATED COMPANIES 

59  

NOTE 17 INVENTORIES 

64  

NOTE 18 OTHER NON-FINANCIAL ASSETS 

65  

NOTE 19 INVESTMENTS ACCOUNTED BY THE EQUITY METHOD 

65  

NOTE 20 INTANGIBLE ASSETS (NET) 

68  

NOTE 21 GOODWILL 

69  

NOTE 22 PROPERTY, PLANT AND EQUIPMENT 

70  

NOTE 23 INVESTMENT PROPERTY 

72  

NOTE 24 ASSETS OF DISPOSAL GROUP HELD FOR SALE 

73  

NOTE 25 BIOLOGICAL ASSETS 

73  

NOTE 26 INCOME TAXES AND DEFERRED TAXES 

75  

NOTE 27 OTHER FINANCIAL LIABILITIES 

78  

NOTE 28 ACCOUNTS PAYABLE – TRADE AND OTHER PAYABLES 

90  

NOTE 29 PROVISIONS 

91  

NOTE 30 OTHER NON-FINANCIAL LIABILITIES 

92  

NOTE 31 EMPLOYEE BENEFITS 

92  

NOTE 32 NON-CONTROLLING INTERESTS 

96  

NOTE 33 COMMON SHAREHOLDERS’ EQUITY 

97  

NOTE 34 EFFECTS OF CHANGES IN CURRENCY EXCHANGE RATES 

100  

NOTE 35 CONTINGENCIES AND COMMITMENTS 

104  

NOTE 36 ENVIRONMENT 

107  

NOTE 37 SUBSEQUENT EVENTS 

109  

 

F - 5


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

 

ASSETS

Notes

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Current assets

Cash and cash equivalent

14

102,337,275

178,065,758

Other financial assets

6

1,380,474

3,943,959

Other non-financial assets

18

16,376,293

10,098,360

Accounts receivable-trade and other receivables

15

204,570,870

193,065,252

Accounts receivable from related companies

16

9,611,990

9,895,877

Inventories

17

141,910,972

128,535,184

Taxes receivables

26

19,287,830

17,277,288

Total current assets different from assets of disposal group held for sale

495,475,704

540,881,678

Assets of disposal group held for sale

24

412,332

509,675

Total assets of disposal group held for sale

412,332

509,675

Total current assets

495,888,036

541,391,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

Other financial assets

6

65,541

194,669

Other non-financial assets

 

18

 

23,239,482

2,996,836

Accounts receivable from related companies

16

414,115

418,922

Investment accounted by equity method

19

17,326,391

17,518,920

Intangible assets other than goodwill

20

58,669,967

60,001,652

Goodwill

21

70,055,369

73,816,817

Property, plant and equipment (net)

22

612,328,661

556,949,110

Biological assets

25

18,105,213

18,320,548

Investment property

23

6,560,046

7,720,575

Deferred tax assets

26

23,794,919

19,035,108

Total non-current assets

830,559,704

756,973,157

Total Assets

1,326,447,740

1,298,364,510

                                                                         

 

F - 6


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Financial Position (Liabilities and Equity)
(Figures expressed in thousands of Chlilean Pesos)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

LIABILITIES AND EQUITY

Notes

As of December 31, 2012

As of December 31, 2011

LIABILITIES

ThCh$

ThCh$

Current liabilities

Other financial liabilities

27

54,874,267

88,013,769

Accounts payable-trade and other payables

28

165,392,448

166,203,620

Accounts payable- to related companies

16

8,013,545

7,985,452

Other short-term provisions

29

401,849

1,169,126

Tax liabilities

26

7,096,722

16,810,273

Employee benefits provisons

31

15,901,531

13,906,409

Other non-financial liabilities

30

62,849,254

68,463,924

Total current liabilities

314,529,616

362,552,573

Non-current liabilities

Other financial liabilities

27

209,122,735

170,955,440

Others accounts payable

28

724,930

-

Accounts payable to related companies

16

2,391,810

2,484,790

Other long-term provisions

29

1,493,280

1,915,313

Deferred tax liabilities

26

74,495,941

60,147,021

Employee benefits provisions

31

13,171,142

15,523,711

Total non-current liabilities

301,399,838

251,026,275

Total liabilities

615,929,454

613,578,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

Equity attributable to equity holders of the parent

33

 

Paid-in capital

 

231,019,592

231,019,592

Other reserves

 

(48,146,228)

(35,173,607)

Retained earnings

 

430,346,315

373,129,952

Subtotal equity attributable to equity holders of the parent

613,219,679

568,975,937

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32

97,298,607

115,809,725

Total Shareholders' Equity

710,518,286

684,785,662

Total Liabilities and Shareholders' Equity

1,326,447,740

1,298,364,510

                                                                         

      

 

 

F - 7


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Financial Position (Liabilities and Equity)
(Figures expressed in thousands of Chlilean Pesos)

 

 

CONSOLIDATED STATEMENT OF INCOME

 

CONSOLIDATED STATEMENT OF INCOME

Notes

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

1,075,689,894

969,550,671

838,258,327

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

10

(493,087,247)

(447,861,535)

(381,544,760)

Gross margin

 

582,602,647

521,689,136

456,713,567

Other income by function

 

 

 

 

 

 

 

 

 

 

 

12

5,584,572

21,312,287

2,432,003

Distribution costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

(186,588,731)

(150,071,122)

(129,079,325)

Administrative expenses

 

 

 

 

 

 

 

 

 

 

 

10

(85,387,566)

(77,097,849)

(64,048,036)

Other expenses by function

 

 

 

 

 

 

 

 

 

 

10

(135,022,711)

(123,014,899)

(108,918,571)

Other gains (losses)

 

 

 

 

 

 

 

 

 

   

 

 

13

(4,478,021)

3,010,058

6,136,250

Gains (losses) from operational activities

 

176,710,190

195,827,611

163,235,888

Financial income

 

 

 

 

 

 

 

 

 

 

 

   

 

 

11

7,692,672

7,086,555

2,383,007

Financial costs

 

 

 

 

 

 

 

 

 

 

 

   

 

 

11

(17,054,879)

(14,410,911)

(10,668,587)

Equity and income from joint ventures

 

 

 

 

19

(177,107)

(698,253)

(683,652)

Foreign currency exchange differences

 

 

   

 

 

11

(1,002,839)

(1,078,604)

(1,400,700)

Result as per adjustment units

 

 

 

 

 

   

 

 

11

(5,057,807)

(6,728,451)

(5,075,841)

Income before taxes

 

161,110,230

179,997,947

147,790,115

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

(37,133,330)

(45,195,746)

(27,853,445)

Income from contining activities

 

123,976,900

134,802,201

119,936,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Net income attributable to:

 

 

 

 

Equity holders of the parent

 

114,432,733

122,751,594

110,699,515

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

32

9,544,167

12,050,607

9,237,155

Net income of year

 

123,976,900

134,802,201

119,936,670

Net income per share (Chilean pesos) from:

 

 

 

 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

359.28

385.40

347.56

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

-

-

-

Diluted earnings per share (Chilean pesos) from:

 

 

 

 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

359.28

385.40

347.56

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

-

-

 

                                                                         

F - 8


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Comprehensive Income
(Figures expressed in thousands of Chlilean Pesos)

 

 

 


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

123,976,900

134,802,201

119,936,670

Other income and expenses charged or credited againts equity

 

 

 

 

Cash flow hedges

                           

33

(826,120)

(239,524)

(429,445)

Exchange differences of foreign subsidiaries

         

33

(21,230,019)

2,372,063

(11,900,089)

Income tax related to other income components and expense charged or credited against equity

33

189,525

42,580

79,447

Total other comprehensive income and expense

 

(21,866,614)

2,175,119

(12,250,087)

Comprehensive income

 

102,110,286

136,977,320

107,686,583

Comprehensive income originated by:

 

 

 

 

Equity holders of the parent (1)

 

94,212,054

124,757,085

99,349,765

Non-controlling interests

                     

 

7,898,232

12,220,235

8,336,818

Comprehensive income

 

102,110,286

136,977,320

107,686,583

(1) Corresponds to the income (loss) for the year where no income or expenses have been recorded directly against shareholders´s equity.

       

F - 9


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Changes in Equity
(Figures expressed in thousands of Chlilean Pesos)

 

 

STATEMENT OF CHANGES IN EQUITY

 

STATEMENT OF CHANGES IN EQUITY

Paid-in Capital

Other Reserves

Retained earnings

Equity attributable to equity holders of the parent

Non-controlling interest

Total Shareholder's Equity

Common Stock

Shares premium

Currency translation difference

Hedge reserves

Other reserves

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Balance as of January 1, 2010

 

 

 

 

 

 

 

215,540,419

15,479,173

(16,172,158)

962,144

(9,984,431)

256,404,398

462,229,545

110,976,972

573,206,517

Changes

Interim dividends (1)

-

-

-

-

-

(18,473,167)

(18,473,167)

-

(18,473,167)

Interim dividends according to policy (2)

-

-

-

-

-

(36,876,591)

(36,876,591)

-

(36,876,591)

Other increases (decreases) in Equity

-

-

-

-

(575,033)

-

(575,033)

(9,894,722)

(10,469,755)

Comprehensive income and expense

-

-

(10,999,752)

(349,998)

-

110,699,515

99,349,765

8,336,818

107,686,583

Total changes in equity

-

-

(10,999,752)

(349,998)

(575,033)

55,349,757

43,424,974

(1,557,904)

41,867,070

AS OF DECEMBER 31, 2010

215,540,419

15,479,173

(27,171,910)

612,146

(10,559,464)

311,754,155

505,654,519

109,419,068

615,073,587

Balance as of January 1, 2011

 

             

215,540,419

15,479,173

(27,171,910)

612,146

(10,559,464)

311,754,155

505,654,519

109,419,068

615,073,587

Changes

Interim dividends (1)

-

-

-

-

-

(19,428,675)

(19,428,675)

-

(19,428,675)

Interim dividends according to policy (2)

-

-

-

-

-

(41,947,122)

(41,947,122)

-

(41,947,122)

Effect of business combination

-

-

-

-

-

-

-

4,382,116

4,382,116

Other increases (decreases) in Equity

-

-

-

-

(59,870)

-

(59,870)

(10,211,694)

(10,271,564)

Comprehensive income and expense

-

-

2,133,205

(127,714)

-

122,751,594

124,757,085

12,220,235

136,977,320

Total changes in equity

-

-

2,133,205

(127,714)

(59,870)

61,375,797

63,321,418

6,390,657

69,712,075

AS OF DECEMBER 31, 2011

215,540,419

15,479,173

(25,038,705)

484,432

(10,619,334)

373,129,952

568,975,937

115,809,725

684,785,662

Balance as of January 1, 2012

             

215,540,419

15,479,173

(25,038,705)

484,432

(10,619,334)

373,129,952

568,975,937

115,809,725

684,785,662

Changes

Interim dividends (1)

-

-

-

-

-

(20,065,681)

(20,065,681)

-

(20,065,681)

Interim dividends according policy(2)

-

-

-

-

-

(37,150,689)

(37,150,689)

-

(37,150,689)

Increase (Decrease) through changes in ownership interests in subsidiaries that do not result in loss of control (3)

-

-

-

-

7,248,058

-

7,248,058

(19,706,470)

(12,458,412)

Other increases (decreases) in Equity

-

-

-

-

-

-

-

(6,702,880)

(6,702,880)

Comprehensive income and expense

-

-

(19,637,257)

(583,422)

-

114,432,733

94,212,054

7,898,232

102,110,286

Total changes in equity

-

-

(19,637,257)

(583,422)

7,248,058

57,216,363

44,243,742

(18,511,118)

25,732,624

AS OF DECEMBER 31, 2012

215,540,419

15,479,173

(44,675,962)

(98,990)

(3,371,276)

430,346,315

613,219,679

97,298,607

710,518,286

                                         

(1) Related to declared dividends at December 31 of each year and paid during January of the following year, as agreed by the Board of Directors.

(2) Related to CCU's policy to distribute a minimun dividend of at least 50% of the income (Note 33).

(3) In 2012, the Company acquired additional interests in Viña San Pedro Tarapaca S.A. with a carrying value of ThCh$ 19,769,957 for ThCh$ 12,521,899 resulting in an increase to other reserves of ThCh$ 7,248,048 (Note 1 (4)).

 

 

 

F - 10


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Cash Flow
(Figures expressed in thousands of Chlilean Pesos)

 

 

CONSOLIDATED STATEMENT OF CASH FLOW

 

 
 

 

CONSOLIDATED STATEMENT OF CASH FLOW

Note  

For the years ended December 31,

2012  

2011

2010

ThCh$

ThCh$

ThCh$

Net cash flows from (used in) operational activities

 

 

 

 

Collection classes:

 

 

 

 

Proceeds from goods sold and services rendered

 

1,269,625,648

1,099,010,317

1,112,415,825

Other proceeds from operating activities

 

16,627,977

20,524,955

21,054,319

Types of payments:

 

 

 

 

Payments of operating activities

 

(804,986,368)

(671,823,189)

(743,944,406)

Payments of salaries

 

(126,605,495)

(104,241,713)

(88,440,973)

Other payments for operating activities

 

(174,403,470)

(147,127,916)

(130,999,012)

Dividends received

 

37,834

31,028

40,906

Interest paid

 

(15,257,385)

(12,022,016)

(9,214,835)

Interest received

 

8,318,557

6,748,317

1,056,066

Income tax reimbursed (paid)

 

(32,838,120)

(32,307,744)

(19,717,919)

Other cash movements

14

(1,647,431)

8,936,842

18,165,033

Net cash flows from (used in) operational activities

 

138,844,747

167,728,881

160,415,004

         

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

 

Cash flows used for control of subsidiaries or other businesses

14

(19,521,964)

(3,257,272)

(10,646,456)

Cash flow used in the acquisition of associates

1

-

(2,456,489)

-

Proceeds from sale of property, plant and equipment

 

3,194,691

931,714

11,162,012

Acquisition of property, plant and equipment

 

(115,767,787)

(77,846,927)

(64,396,164)

Acquisition of Intangibles

 

(1,986,089)

-

-

Others cash movements

14

(259,227)

6,389,344

(1,467,752)

Net cash flows from (used in) investing activities

 

(134,340,376)

(76,239,630)

(65,348,360)

         

Cash flows from (used in) financing activities

 

 

 

 

Payments for changes in ownership interests in subsidiaries

14

(12,521,899)

-

-

Proceeds from long-term loans

 

37,606,666

6,680,256

-

Proceeds from short-term loans

 

28,550,700

17,963,056

8,570,740

Total amount from loans

 

66,157,366

24,643,312

8,570,740

Loan from related entities

 

-

2,722,942

-

Loan payments

 

(62,424,910)

(6,024,782)

(7,038,439)

Payments of finance lease liabilities

(1,572,959)

(1,520,235)

(1,476,189)

Repayments of loan to related entities

 

(142,569)

(7,169,295)

(3,341,762)

Dividends paid

 

(66,117,348)

(62,793,418)

(73,477,408)

Others cash movements

14

(3,544,966)

(15,096,775)

(3,707,315)

Net cash flows from (used in) financing activities

(80,167,285)

(65,238,251)

(80,470,373)

         

Net Increase (Decrease) in cash and cash equivalents, before the effect of changes in exchange rate

 

(75,662,914)

26,251,000

14,596,270

Effects of changes in exchange rates on cash and cash equivalents

 

(65,569)

157,506

(292,687)

         

Cash and cash equivalents, initial balance

 

178,065,758

151,657,252

137,353,669

Cash and cash equivalents, final balance

14  

102,337,275

178,065,758

151,657,252

         

 

 

 

 

The accompanying notes 1 to 37 are an integral part of these consolidated financial statements.

 


 

F - 11


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 1 General Information

 

Compañía Cervecerías Unidas S.A. (CCU, or the Company or the Parent Company) was incorporated in Chile as an open stock company, and it is registered in the Securities Record of the Superintendencia de Valores y Seguros de Chile (Local Superintendence of Equity Securities, SVS) under Nº 0007, consequently, the Company is subject to Regulation by the SVS. The Company’s shares are quoted in Chile on the Santiago Stock Exchange, Electronic Stock Exchange and Valparaíso Stock Exchange. The Company is also registered with the United States of America Securities and Exchange Commission (SEC) and it quotes its American Depositary Shares (ADS) on the New York Stock Exchange (NYSE). There was an amendment to the Deposit Agreement dated December 3, 2012, between the Company, JP Morgan Chase Bank, NA and all holders of ADRs. According to this Amendment, there was an ADS ratio change from 1 ADS to 5 common shares to a new ratio of 1 ADS to 2 common shares. There was no change to CCU's underlying ordinary shares. This action was effective on December 20, 2012; the date against which shareholders' ownership was measured for the action was December 14, 2012. Existing ADRs continued to be valid with the amended number of shares and were not exchanged for new ADRs.

 

Through its subsidiaries, CCU produces, bottles, sells and distributes beverages. It is a multi-category company that participates in businesses such as beer, wine, spirits, cider and non-alcoholic beverages, such as soft drinks, juices and waters. In the beer business it participates in the Chilean and Argentine markets, as well as in the wine business, where it exports to over 86 countries. Argentina is also involved in the business of cider and in Uruguay in the waters and soft drinks business. In the rest of the businesses the Company participates only in the Chilean market. Additionally, through the joint business Foods Compañía de Alimentos CCU S.A. (Foods) it participates in the ready-to-eat market. CCU, either directly or through its subsidiaries, sells goods or provides services to other business units such as plastic bottles and caps, shared services management, logistics, distribution of finished products and marketing services.

 

The Company is the largest producer, bottler and distributor of beer in Chile. CCU’s beer production and distribution includes a wide range of brands in the super premium, premium, mainstream as well as popular-priced segments, which are marketed under seven proprietary brands (or brand extensions) principally Cristal, Escudo and Royal Guard. The primary brand distributed and/or produced under license is Heineken. Beer manufacturing in Chile is carried out at our Santiago, Temuco and Valdivia plants.

 

The Company is the second largest beer producer in the Argentine market, with three production facilities in the cities of Salta, Santa Fé and Luján. In Argentina the Company produces and/or distributes Heineken and Budweiser beer under license, as well as proprietary brands, such as Salta, Santa Fé, Schneider, Imperial and Palermo, among others. The Company also imports and distributes, among others, beers Negra Modelo, Corona, Guinness and Paulaner. In addition, in November 2012, the Company, through the subsidiary CICSA in Argentina, entered the business of distribution of Heineken beer in Paraguay.

 

The Company is also a wine producer in Chile, through its subsidiary Viña San Pedro Tarapacá S.A. (“VSPT”), the second largest wine exporter in Chile, and the third largest winery in the domestic market. VSPT produces and markets ultra-premium, reserve, varietal and popular-priced wines under the brand families Viña San Pedro, Viña Tarapacá, Viña Santa Helena, Viña Misiones de Rengo, Viña Mar, Casa Rivas, Viña Altaïr, Viña Leyda, Tamarí and Finca La Celia, the two latter of Argentine origin.

 

The Company, through its subsidiary Embotelladora Chilenas Unidas S.A. (“ECUSA”) is one of the largest non-alcoholic beverage producers in Chile, including soft drinks, mineral and purified water, juices, teas and sports and energy drinks. It is bottler and distributor in Chile of its proprietary brands and of brands produced under license. The proprietary brands include soft drinks Bilz and Pap; water Cachantún and Porvenir, which are operated by our subsidiary Aguas CCU-Nestlé Chile S.A. and Manantial operated by our subsidiary Manantial S.A. License agreements include PepsiCo (Pepsi, Seven Up, Lipton Tea and Gatorade), Schweppes Holding Limited (Orange Crush and Canada Dry), Nestlé S.A. (Nestlé Pure Life and Perrier) and Promarca (Watts). The Company’s soft drink, purified water, juice and nectar products are produced at our facilities located in Santiago and Antofagasta; its mineral waters are bottled at our plants in the central region of the country in Coinco and Casablanca.

 

The Company, through its subsidiary Compañía Pisquera de Chile S.A. (“CPCh”), is one of the largest pisco producers in Chile, and also participates in the rum and ready-to-drink cocktail businesses. Company-owned brands include Control C, Mistral and Campanario in pisco and Sierra Morena in rum.  CPCh also sells and distributes Bauzá and Pernod Ricard’s products including the brands Pisco Bauzá and Havana Club, Chivas Regal and Absolut Vodka, respectively.

 

 

 

F - 12


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

The detail of the described licenses appears below:

 

 

Main brands under license

Licenses

Validity Date

Watt's rigid packaging, except carton

Indefinite

Pisco Bauzá

Indefinite

Budweiser for Argentina and Uruguay

December 2025

Heineken for Chile and Argentina (1)

10 years renewable

Heineken for Paraguay (2)

November 2022

Pepsi, Seven Up and Té Lipton

March 2020

Crush, Canada Dry (Ginger Ale, Agua Tónica and Limón Soda)

December 2018

Budweiser for Chile

December 2015

Austral

September 2015

Gatorade (3)

March 2015

Negra Modelo and Corona for Argentina

December 2014

Nestlé Pure Life (4)

December 2017

 

(1) License for 10 years, renewable every year, for a period of 10 years automatically, under identical conditions (Rolling Contract), unless notice of non-renewal.
(2) License 10 years, renewable automatically, under identical conditions, for a period of 5 years, unless notice of non-renewal.
(3) Renewable License for 2 or 3 year period, subject to compliance with contractual conditions.
(4) Renewable License for periods of five years, subject to compliance with contractual conditions.

The Company’s address and main office is located in Santiago, Chile, at Avenida Vitacura Nº 2670, Las Condes district and its tax identification number (Rut) is 90,413,000-1.

 

As of December 31, 2012 the Company had a total 6,480 employees according to the following detail:

 

 

Number of employees

Parent Company

Consolidated

Main Executives

78

258

Professionals and Techniciens

287

1,694

Workers

54

4,528

Total

419

6,480

     

 

Compañía Cervecerías Unidas S.A. is under the control of Inversiones y Rentas S.A. (IRSA), which is the direct and indirect owner of 66.1% of the Company’ outstanding shares. IRSA is currently a joint venture between Quiñenco S.A. and Heineken Chile Limitada, a company controlled by Heineken Americas B.V, each with a 50% equity participation.

 

F - 13


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The consolidated financial statements include the following direct and indirect significant subsidiaries where the percentage of participation represents the economic interests at the consolidated level:

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage direct and indirect

As of December 31, 2012

As of December 31, 2011

Direct

Indirect

Total

Total

Cervecera CCU Chile Ltda.

96,989,120-4

Chile

Chilean peso

99.7500

0.2499

99.9999

99.9999

Embotelladoras Chilenas Unidas S.A.

99,501,760-1

Chile

Chilean peso

96.8291

3.1124

99.9415

99.9415

Cía. Cervecerías Unidas Argentina S.A.(1)

0-E

Argentina

Argentinean peso

-

99.9907

99.9907

99.9907

Viña San Pedro Tarapacá S.A. (2)

91,041,000-8

Chile

Chilean peso

-

60.4321

60.4321

49.9917

Compañía Pisquera de Chile S.A. (3)

99,586,280-8

Chile

Chilean peso

46.0000

34.0000

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean peso

98.0000

2.0000

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean peso

99.9999

0.0001

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean peso

99.0000

0.9997

99.9997

-

CRECCU S.A.

76,041,227-9

Chile

Chilean peso

99.9602

0.0398

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean peso

90.9100

9.0866

99.9966

99.9966

Southern Breweries Establishment

0-E

Vaduz-Liechtenstein

Chilean peso

50.0000

49.9950

99.9950

99.9950

Comercial CCU S.A.

99,554,560-8

Chile

Chilean peso

50.0000

49.9862

99.9862

99.9862

CCU Inversiones S.A. (4)

76,593,550-4

Chile

Chilean peso

98.8396

1.1328

99.9724

99.9724

Millahue S.A.

91,022,000-4

Chile

Chilean peso

99.9621

-

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (5)

76,003,431-2

Chile

Chilean peso

-

50.0707

50.0707

50.0707

Compañía Cervecera Kunstmann S.A.

96,981,310-6

Chile

Chilean peso

50.0007

-

50.0007

50.0007

 

 

 

In addition to the table presented above, below are the percentages of participation with voting rights, in each of the subsidiaries as of December 31, 2012 and 2011, respectively. Each shareholder has one vote per share which he owns or represents. The percentage of participation with voting rights represents the sum of the direct participation and indirect participation via subsidiary.

 

 

F - 14


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage with voting rights

As of December 31, 2012

As of December 31, 2011

%

%

Cervecera CCU Chile Ltda.

96,989,120-4

Chile

Chilean peso

100.0000

100.0000

Embotelladoras Chilenas Unidas S.A.

99,501,760-1

Chile

Chilean peso

99.9426

99.9426

Cía. Cervecerías Unidas Argentina S.A.(1)

0-E

Argentina

Argentinean peso

100.0000

100.0000

Viña San Pedro Tarapacá S.A. (2)

91,041,000-8

Chile

Chilean peso

60.4488

50.0058

Compañía Pisquera de Chile S.A. (3)

99,586,280-8

Chile

Chilean peso

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean peso

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean peso

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean peso

100.0000

-

CRECCU S.A.

76,041,227-9

Chile

Chilean peso

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean peso

100.0000

100.0000

Southern Breweries Establishment

0-E

Vaduz-Liechtenstein

Chilean peso

100.0000

100.0000

Comercial CCU S.A.

99,554,560-8

Chile

Chilean peso

100.0000

100.0000

CCU Inversiones S.A. (4)

76,593,550-4

Chile

Chilean peso

99.9729

99.9729

Millahue S.A.

91,022,000-4

Chile

Chilean peso

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (5)

76,003,431-2

Chile

Chilean peso

50.1000

50.1000

Compañía Cervecera Kunstmann S.A.

96,981,310-6

Chile

Chilean peso

50.0007

50.0007

 

           

As explained in Note 18, the Company acquired 100% of shares of Marzurel S.A., Milotur S.A. and Coralina S.A., which are Uruguayan companies and develop the mineral waters and soft drinks business in that country.

 

As explained in Note 4, during 2012, the Company has adopted the early application of International Financial Reporting Standards (IFRS) Nº 11 Joint Arrangements, for which the investments held in joint arrangements in Promarca S.A. and Compañía Pisquera Bauzá S.A., with a participation of 50% and 49%, respectively, changed from the equity method accounting to accounting for assets and liabilities in respect of its interest in a joint operation. At the beginning of the earliest year presented (i.e, January 1, 2010), the Company derecognized the investment that was previously accounted for using the equity method and any other items that formed part of the entity’s net investment in the arrangement and recognized its share of each of the assets and the liabilities in respect of its interest in the joint operation. (See note 2.28b

 

Below we briefly describe the companies that qualify as joint operations:

(a)    Promarca S.A.

 

Promarca S.A. is a closed stock company with its main activity being the acquisition, development and administration of trademarks and their corresponding licenses to their operators.

 

As per an agreement between New Ecusa S.A. (as a subsidiary of the Company) and Watt's S.A. dated December 22, 2006, a clause was agreed establishing that if the products manufactured with the trademarks acquired increase their percentage of income during a three year term, New Ecusa S.A. shall pay an additional price for the rights of the acquired trademarks. Having been verified the above condition, at December 31, 2009 payment was made in January 2010 for an amount of ThCh$ 1,513,922.

 

At December 31, 2012, Promarca S.A. recorded a profit of ThCh$ 3,976,944 (ThCh$ 3,535,127 in 2011 and ThCh$ 3,299,547 in 2010), which in accordance with the Company´s policies is 100% distributable.

 

F - 15


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

(b)     Compañía Pisquera Bauzá S.A.

 

On December 2, 2011, the subsidiary Compañía Pisquera de Chile S.A. (CPCh) signed a license agreement for the commercialization and distribution of the pisco brand Bauzá in Chile. In addition, this transaction included the acquisition by CPCh of 49% of Compañía Pisquera Bauzá S.A. (CPB), owner of the brand Bauzá in Chile. The family Bauzá owns 51% of that company and all of its productive assets, thereby continuing the link to the production of pisco Bauzá maintaining its quality, origin and premium character. The total cost of this transaction as of December 31, 2011, was ThCh$ 4,721,741 and the total disbursement was ThCh$ 2,456,489.

 

At December 31, 2012, CPB recorded a profit of ThCh$ 85,140, which in accordance with the Company´s policies is 100% distributable.

 

The companies mentioned above meet the conditions stipulated in IFRS 11 to be considered "joint operations", as the primary assets in both entities are trademarks, the contractual arrangements establishes that the  parties to the joint arrangement share all interests in the assets relating to the arrangement in a specified proportion and their income is 100% royalty charged to the joint operators from the sale of products using these trademarks.

 

The main movements in the ownership of the subsidiaries included in these financial statements are as follows:

(1) Compañía Cervecerías Unidas Argentina S.A. (CCU Argentina)

 

As explained in Note 8, on December 27, 2010, the subsidiary Compañía Industrial Cervecera S.A. (CICSA), entered in the cider business by acquiring control of the companies Doña Aída S.A. and Don Enrique Pedro S.A. which also own the productive and trading companies Sáenz Briones & Cía. S.A.I.C. and C. and Sidra La Victoria S.A. Subsequently, on April 6 and September 20, 2011, CICSA acquired the remaining shares of these companies and as a consequence became 100% owner of both subsidiaries. During December 2011, CICSA sold 5% of Doña Aída S.A. y Don Enrique Pedro S.A. to CCU Argentina.

 

On December 20, 2010, the Company, through its subsidiary Inversiones Invex CCU Limitada, acquired the 4.0353% interest Anheuser-Busch Investments, S.L. had in the subsidiary CCU Argentina, As a consequence the Company became 100% owner of the before mentioned subsidiaries. During March 2011, Inversiones Invex CCU Limitada sold 5% of CCU Argentina to Inversiones Invex Dos CCU Limitada.

(2)Viña Valles de Chile S.A.

As explained in Note 19, on December 29, 2011, we concluded the division of the joint venture Viña Valles de Chile S.A. (VDC) through a stock swap contract. As a result of this division, the net assets of Viña Leyda remained in VDC, later became a subsidiary of Viña San Pedro Tarapacá S.A. with a percentage of direct and indirect participation of a 100%.

(3) Compañía Pisquera de Chile S.A.

 

On December 2, 2011, the subsidiary Compañía Pisquera de Chile S.A. (CPCh) signed a license agreement for the commercialization and distribution of the pisco brand Bauzá in Chile. In this transaction CPCh acquired 49% of the licensor society Compañía Pisquera Bauzá S.A., owner of the brand Bauzá in Chile.

(4) CCU Inversiones S.A.

 

In September and November, 2012, the Company, through its subsidiary CCU Inversiones S.A., acquired an additional 10.443% interest in Viña San Pedro Tarapacá S.A. for ThCh$ 12,521,899 increasing its ownership interest to 60.4488%. As the Company has control of this subsidiary, the difference of ThCh$ 7,248,058 generated between the purchase price and carrying value of the non-controlling interest was recorded under the item Other reserves in Equity.

 

 

 

F - 16


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

(5) Aguas CCU-Nestlé S.A.

 

As explained in Note 18, on December 24, 2012, the Company, through the subsidiary Aguas CCU-Nestlé S.A., acquired 51% of shares of Manantial S.A. for ThCh$ 10,017,478. Manantial S.A. is a Chilean company that specializes in purified water in bottles for  home and office, use through dispensers referred to internationally as HOD (Home and Office Delivery).

 

 

Note 2  Summary of significant accounting policies

 

 Significant accounting policies adopted for the preparation of these consolidated financial statements are described below:

2.1         Basis of preparation

 

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB), which have been applied uniformly to all periods presented.

 

The consolidated financial statements cover the following periods: Statement of Financial Position as of December 31, 2012 and 2011, Statement of changes in Equity, Statement of Income, Statement of Comprehensive Income and Statement of Cash Flow for the years ended December 31, 2012, 2011 and 2010.

 

As explained in Note 2.28, reclassifications to the Consolidated Financial Statements of December 31, 2011 and 2010 have been made.

 

The amounts shown in the attached financial statements are expressed in thousands of Chilean Pesos, which is the Company’s functional currency. All amounts have been rounded to thousand Pesos, except when otherwise indicated.

 

The consolidated financial statements have been prepared on the historical basis, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit and loss.

 

The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires that management uses its professional judgment in the process of applying the Company’s accounting policies. See Note 3 for disclosure of significant accounting estimates and judgments.

 

At the date of issuance of these consolidated financial statements the following Amendments, Improvements and Interpretations to existing IFRS standards have been published and the Company has adopted and implemented as appropriate during the financial year 2012:

 

 

New Standard Improvements and Amendments

Mandatory for years beginning in:

Amendment IAS 12

Deferred tax

January 1, 2012

Amendment IAS 1

Presentation of Financial Statements

July 1, 2012

 

 

The adoption of these standards had no significant impact on the consolidated financial statements.

 

 

F - 17


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

At the date of issuance of these consolidated financial statements the following IFRS Amendments, Improvements and Interpretations to the existing standards have been published, which are not yet effective and the Company has not adopted earlier application:

 

New Standard Improvements and Amendments

Mandatory for years beginning in:

Amendment IFRS 7

Disclosures - Offsetting Financial Assets and Financial Liabilities

January 1, 2013

IFRS 13

Fair Value Measurement

January 1, 2013

Amendment IAS 19

Employee Benefits

January 1, 2013

Amendment IAS 32

Offsetting Financial Assets and Financial Liabilities

January 1, 2014

IFRS 9

Financial instruments: Classification and Measurement

January 1, 2015

 

     

The Company estimates that the adoption of the Standards, Amendments and Interpretations as described above will not have a material impact on the consolidated financial statements upon initial application.

 

As explained in Note 4 Accounting changes, the Company has early adopted the following standards:

 

 

New Standard Improvements and Amendments

Mandatory for years beginning in:

IFRS 10

Consolidated Financial Statements

January 1, 2013

IFRS 11

Joint Arrangements

January 1, 2013

IFRS 12

Disclosure of Interests in Other Entities

January 1, 2013

Amendment IAS 27

Separate Financial Statements

January 1, 2013

Improvment IAS 28

Investments in Associates and Joint Ventures

January 1, 2013

 

     

 

2.2         Basis of consolidation

 

Subsidiaries

 

Subsidiaries are the entities over which the Company is empowered to direct financial and operational policies, which is generally the result of ownership of over half the voting rights. Subsidiaries are consolidated as from the date on which control was obtained by the Company, and they are excluded from consolidation as of the date the Company loses such control.

 

The acquisition method is used for the accounting of acquisition of subsidiaries. The acquisition cost is the fair value of the assets delivered, of the equity instruments issued and of the liabilities incurred or assumed as of the exchange date. The identifiable assets acquired, as well as the identifiable liabilities and contingencies assumed in a business combination are initially valued at their fair value on the acquisition date, independently from the scope of minority interests. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as income.

 

Joint operations

 

As explained in Note 4, in those joint arrangements that qualify as joint operations, the Company recognises the assets, liabilities, gains (losses) from operational activities in respect of its interest in the joint operations in accordance with IFRS 11.

 

Intercompany transaction

 

Intercompany transactions, balances and unrealized gains from transactions between the Group’s entities are eliminated during consolidation. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Whenever necessary, the subsidiaries’ accounting policies are amended to ensure uniformity with the policies adopted by the Company.

F - 18


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Non-controlling Interest

 

The non-controlling interest is presented in the Equity section of the Statement of Financial Position. The net income attributable to equity holder of the parent and the non-controlling interest are each disclosed separately in the Consolidated Statement of Income after net income.

 

Investments accounted for by the equity method

 

Joint ventures

 

The Company maintains investments in joint arrangements that qualify as joint ventures, which correspond to a contractual agreement by which two or more parties carry out an economic activity that is subject to joint control, and normally involves the establishment of a separate entity in which each party has a share based on a shareholders’ agreement.

 

The Company accounts for its participation in joint arrangements that qualify as joint ventures using the equity method. The financial statements of the joint ventures are prepared for the same year, under accounting policies consistent with those of the Company. Adjustments are made conformed to any difference in accounting policies that may exist to the Company´s accounting policies.

 

Whenever the Company contributes or sells assets to the companies under joint control, any part of the income or loss originated by the transaction is recognized based on how the asset is realized. Whenever the Company purchases assets of such companies, it does not recognize its share in the income or loss of the joint venture resulting from such transaction until the asset is sold or realized by the joint venture.

 

2.3         Financial information as per operating segments

 

The Company’s operating segments are formed by the assets and resources intended to supply products that are subject to risks and benefits different from those of other operating segments, and that normally correspond to subsidiaries that develop such business activities. The Operating Result of these segments is the total of the following IFRS performance measures: Earnings before Other Gains (Losses), Net Financial Expense, Equity and Income of Joint Venture, Foreign Currency Exchange Differences, Results as per Adjustment Units and Income Taxes). ORBDA (Operating Result  Before Depreciation and Amortization) by segments is regularly reviewed by the Board of Directors of the respective subsidiaries and by the Company´s Board of Directors, in order to make decisions on the resources to be allotted to the segments and to appraise their performance (See Note 7).

 

The segments performance is measured according to several indicators, of which Operating Result, ORBDA, ORBDA margin (ORBDA’s % as compared to Net sales of segment),  sales volumes and Net sales are the most important. Sales between segments are carried out at arm’s length and net sales per geographical location are based on the producing and selling entity´s location.

2.4         Foreign currency and unidad de fomento (Adjustment unit)

 

Presentation and functional currency

 

The Company uses the Chilean Peso (indicated by $ or CLP) as its functional currency and for the presentation of its financial statements. The functional currency has been determined considering the economic environment in which the Company carries out its operations and the currency in which the main cash flows are generated. The functional currency of the Argentine and Uruguayan subsidiaries is the Argentine Peso and Uruguayan Peso, respectively.

 

 

F - 19


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Transactions and balances

 

Transactions in foreign currencies and adjustment units (“Unidad de Fomento” or “UF”) are initially recorded at the exchange rate of the corresponding currency or adjustment unit as of the date on which the transaction occurs. The Unidad de Fomento (UF) is a Chilean inflation-indexed Peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month’s inflation rate. At the close of each Consolidated Statement of Financial Position, the monetary assets and liabilities denominated in foreign currencies and adjustment units are translated into Chilean Pesos at the exchange rate of the corresponding currency or adjustment unit. The exchange difference arising, both from the liquidation of foreign currency transactions, as well as from the valuation of foreign currency monetary assets and liabilities, is included in statement of income, in Foreign currency exchange differences, while the difference arising from the changes in adjustment units are recorded in the Consolidated Statement of Income as result per adjustment units.

 

For consolidation purposes, the assets and liabilities of the subsidiaries whose functional currency is different from the Chilean Peso are translated into Chilean Pesos by using the exchange rates valid as of the date of the financial statements, and the exchange differences originated by the translation of the assets and liabilities are recorded in Equity Reserve, under the Currency Translation Reserves item. The income and expense are translated at the monthly average exchange rate for the corresponding terms as differences since there have not been significant fluctuations in the exchange rates during each month.

 

The exchange rates of the primary foreign currencies and adjustment units used in the preparation of the consolidated financial statements as of December, 2012, 2011 and 2010 are as follows:

 

 

Chilean Pesos as per unit of foreign currency or adjustable unit

As of December 31, 2012

As of December 31, 2011

As of December 31, 2010

ThCh$

ThCh$

ThCh$

Foreign currencies

US Dollar

USD

479.96

519.20

468.01

Euro

EUR

634.45

672.97

621.53

Argentine Peso

ARS

97.59

120.63

117.71

Uruguayan Peso

UYU

25.12

25.99

23.66

Canadian Dollar

CAD

482.27

511.12

467.87

Sterling Pound

GBP

775.76

805.21

721.01

Swiss Franc

CHF

525.52

553.64

499.37

Australian Dollar

AUD

498.04

531.80

474.56

Danish Krone

DKK

85.05

90.53

83.39

Japanese Yen

JPY

5.58

6.74

5.73

Brazilian Real

BRL

234.98

278.23

281.31

Adjustment units

Unidad de fomento *

UF

22,840.75

22,294.03

21,455.55

 

         

* The Unidad de Fomento (UF) is a Chilean inflation-indexed, Peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month´s inflation rate.

2.5         Cash and cash equivalents

 

Cash and cash equivalents includes cash available, bank balances, time deposits at financial entities, investments in mutual funds and financial instruments acquired under re-sale agreements, as well as short-term investments with a high liquidity, normally with an original maturity of up to three months.

F - 20


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

2.6         Financial instruments

 

Financial assets

 

The Company recognizes a financial asset in its Consolidated Statement of Financial Position according to the following:

 

As of the date of the initial recognition, Management classifies its financial assets (i) at fair value through profit and loss and (ii) collectible credits and accounts, depending on the purpose for which the financial assets were acquired. For those instruments not classified at fair value through income, any cost attributable to the transaction is recognized as part of the asset value.

 

The fair value of the instruments that are actively quoted in formal markets is determined by the quoted price as of the financial statement closing date. For those investments without an active market, the fair value is determined using valuation techniques including (i) the use of recent market transactions, (ii) references to the current market value of another financial instrument of similar characteristics, (iii) discounted cash flow, and (iv) other valuation models.

 

After the initial recognition the Company values the financial assets as described below:

 

Financial assets at fair value through profit and loss

 

These assets are valued at fair value and the income or losses originated by the change in fair value are recognized in the Consolidated Statement of Income.

 

The assets at fair value through profit and loss include financial assets classified as held for trading by the Company. Financial assets are classified as held for trading when acquired with the purpose of selling them within a short term. Derivative instruments are classified as held for trading unless they are classified as hedge instruments.

 

Accounts receivable

 

Accounts receivable correspond to financial assets with fixed or determinable payments that are not traded in an active market. Trade receivable credits or accounts are recognized according to their invoice value.

 

Estimated losses from bad debts are determined by applying differentiated percentages, taking into account maturity factors, until reaching 100% of the balance in most of the debts older than 180 days, with the exception of those cases that in accordance with current policies, losses are estimated due to partial deterioration based on a case by case analysis.

 

Current trade receivable credits and accounts are initially recognized at their nominal value and are not discounted because they do not differ significantly from their fair value. The Company has determined that the calculation of the amortized cost is not materially different from the invoiced amount because the transactions do not have significant associated costs.

 

Financial liabilities

 

The Company recognizes a financial liability in its Consolidated Statement of Financial Position according to the following:

 

Debts and financial liabilities that accrue interests

 

Loans and financial obligations accruing interest are initially recognized at the fair value of the resources obtained, less costs incurred directly attributable to the transaction. After initial recognition, loans and obligations accruing interest are valued at their amortized cost. The difference between the net amount received and the value to be paid is recognized in the Consolidated Statement of Income during the term of the loan, using the effective interest rate method.

 

Interest paid and accrued related to debts and obligations used in a financing operations appear under financial expense.

 

Loans and obligations accruing interest with a maturity within twelve month period are classified as current liabilities, unless the Company has the unconditional right to defer the payment of the obligation for at least a twelve month period after the financial statement closing date.

 

 

 

F - 21


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Trade accounts payable and other payables

 

Accounts payable and other accounts payable are initially recognized at their nominal value because they do not differ significantly from fair value. The Company has determined that no significant differences exist between the carrying value and amortized cost using the effective interest method.

 

Derivative Instruments

 

All derivative financial instruments are initially recognized as of the date of the agreement and subsequently revaluated at their fair value as of the date of the financial statements. Gains and losses resulting from fair value measurement are recorded in the Statement of Income as gains or losses due to fair value of financial instruments, unless the derivative instrument qualifies is designated, and is effective as a hedging instrument.

 

In order to classify a derivative as a hedging instrument for accounting purposes, the Company documents (i) as of the transaction date or at designation time, the relationship or correlation between the hedging instrument and the hedged item, as well as the risk management purposes and strategies, (ii) the assessment, both at designation date as well as on a continuing basis, whether the instrument used is effective to offset changes in fair value or in the cash flows of the hedged item. A hedge is considered effective when changes in the fair value or in the cash flows of the underlying directly attributable to the risk hedged are offset with the changes in fair value, or in the cash flows of the hedging instrument with effectiveness between 80% to 125%.

 

Derivative instruments classified as hedges are accounted for as cash flow hedges

 

The total fair value of hedging derivatives are classified as assets or financial liabilities in Other non-current if the maturity of the hedged item is more than 12 months and as other assets or current liabilities if the remaining maturity of the hedged item is less than 12 months. The effect on results of these instruments can be viewed in Other gains (losses) of the Consolidated Statements of Income.

 

The effective portion of the change in the fair value of derivative instruments that are designated and qualified as cash flow hedges are initially recognized in Cash Flow Hedge Reserve in a separate component of Equity. The income or loss related to the ineffective portion is immediately recognized in the Statement of Income. The amounts accumulated in Equity are reclassified in Income during the same period in which the corresponding hedged item is reflected in the Statement of Income. When a cash flow hedge ceases to comply with the hedge accounting criteria, any accumulated income or loss existing in Equity remains in Equity and is recognized when the expected transaction is finally recognized in the Statement of Income. When it is estimated that an expected transaction will not occur, the accumulated gain or loss recorded in Equity is immediately recognized in the Statement of Income.

 

Deposits for returns of bottles and containers

 

Deposits for returns of bottles and containers corresponds to the liabilities registered by the guarantees of money received from customers for bottles and containers placed at their disposal and represents the value that will be returned to the customer when it returns the bottles and containers to the Company in good condition along with the original document. This value is determined by the estimation of the bottles and containers in circulation that are expected to be returned to the Company in the course of time based on historic experience, physical counts held by clients and independent studies over the quantities that are in the hands of end consumers, valued at the average weighted guarantees for each type of bottles and containers.

 

The Company does not intend to make significant repayment of these deposits within the next 12 months. However, from such amounts are classified within current liabilities, under the line Other financial liabilities (See Note 2.28, a)), since the Company does not have the legal ability to defer this payment for a period exceeding 12 months. This liability is not discounted, since it is considered a payable on demand, with the original document and the return of the respective bottles and containers and it does not have adjustability or interest clauses of any kind in its origin.

 

2.7           Financial asset impairment

At each financial statement date the Company assesses if a financial asset or financial group of assets is impaired.

 

The Company assesses impairment of accounts receivable collectively by grouping the financial assets according to similar risk characteristics, which indicate the debtor’s capacity to comply with their obligations under the agreed upon conditions.

F - 22


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

When there is objective evidence that a loss due to impairment has been incurred in the accounts receivable, the loss amount is recognized in the Consolidated Statement of Income, as Administrative expenses.

 

In the event that during subsequent periods the impairment loss amount decreases and such decrease may be objectively related to an event occurring after impairment recognition, the impairment loss previously recognized is reversed.

 

Any subsequent impairment reversal is recognized in Income provided that the book value of the asset does not exceed its value as of the date the impairment was recognized.

2.8         Inventories

Inventories are stated at the lower of cost (acquisition or production cost) and net realizable value. The production cost of finished products and of products under processing includes raw material, direct labor, indirect manufacturing expenses based on a normal operational capacity and other costs incurred to place the products at the locations and in the conditions necessary for sale, net of discounts attributable to inventories.

 

The net realizable value is the estimated sale price in the normal course of business, less marketing and distribution expenses. When market conditions cause the production cost to be higher than its net realizable value, an allowance for assets deterioration is registered for the difference in value. This allowance for inventory deterioration also includes amounts related to obsolete items due to low turnover, technical obsolescence and products withdrawn from the market.

 

Until December 31, 2011, the Company used the FIFO method (First In First Out) for the cost of inventories and products sold, as well as when those materials and raw materials acquired from third parties were incorporated into the value of the cost of inventories. As of December 2012, the Company changed from FIFO to Weighted Average Cost (WAC). This change did not result in a significant difference in the valuation of inventories of previous years, because most of the inventories have a high turnover.

 

The materials and raw materials purchased from third parties are valued at their acquisition cost; once used, they are incorporated in finished products using the WAC methodology.

 

Costs associated with agricultural activities (winery) are deferred up to the harvest date, at which time they become part of inventory cost for subsequent processes.

2.9         Other non-financial assets

 

Other non-financial assets mainly include disbursements related to commercial advertising preparation that is in process but has not yet been shown, advances to property, plant and equipment to suppliers and current and non-current advertising agreements.

2.10       Property, plant and equipment

 

Property, plant and equipment are recorded at their historic cost, less accumulated depreciation and impairment losses. The cost includes both the disbursements directly attributable to the asset acquisition or construction, as well as the financing interest directly related to certain qualified assets, which are capitalized during the construction or acquisition period, as long as these assets qualify for these purposes considering the period necessary to complete and prepare the assets to be operative. Disbursements after the purchase or acquisition are only capitalized when it is likely that the future economic benefits associated to the investment flow towards the Company, and costs may be reasonably measured. Subsequent disbursements related to repairs and maintenance are recorded as expense when incurred.

 

Property, plant and equipment depreciation, including the assets under financial lease, is calculated on a straight line basis over the estimated useful life of the fixed assets, taking into account their estimated residual value. When an asset is formed by significant components with different useful lives, each part is separately depreciated. Property, plant and equipment useful lives and residual values estimates are reviewed and adjusted at each financial statement closing date, if necessary.

 

F - 23


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Property, plant and equipment estimated useful lives are as follows:

 

 

Type of Assets

Number of years

Land

Indefinite

Buildings and construction

20 to 60

Machinery and equipment

10 to 25

Furniture and accesories

5 to 10

Other equipment (coolers and mayolicas)

5 to 8

Bottles and containers

3 to 12

 

 

Gain and losses resulting from the sale of properties, plants and equipment are calculated comparing their book values against the related sales proceeds and are included in the Consolidated Statement of Income.

 

When the book value of an item of Property, plant and equipment exceeds its recoverable amount, it is immediately reduced to its recoverable amount (See Note 2.16).

2.11       Leases

 

Lease agreements are classified as financial leases when the agreement transfers to the Company substantially all the risks and rewards inherent to the asset ownership, according to International Accounting Standard No. 17 “Leases”. For those agreements that qualify as financial leases, at the initial date an asset and a liability are recognized at a value equivalent to the lower of the fair value of the asset and the present value of future lease payments. Subsequently, lease payments are allocated between the financial expense and the obligation reduction, so that a constant interest rate on the obligation balance is obtained.

 

Lease agreements that do not qualify as financial leases are classified as operating leases. Lease payments of operating leases are charged to income on a straight line basis over the life of the lease.

2.12         Investment property

 

Investment property consists of land held by the Company with the purpose of generating appreciation and are not used in the normal course of business, and are recorded at historic cost less impairment loss, if any. Investment property depreciation is calculated on a straight line basis over the estimated useful life of such property, taking into account the estimated residual value of such property.

2.13         Biological assets

 

Biological assets held by Viña San Pedro Tarapacá S.A. (VSPT or the Company) and its subsidiaries consist of developing and production vines. The harvested grapes are used for the later production of wines.

 

Vines under production are valued at the historic cost, less depreciation and any impairment loss. Agricultural production (grapes) resulting from the vines under production is valued at its cost value when harvested.

 

Depreciation of under production vines is recorded on a straight-line basis using a 25-years estimated production useful life, which is periodically assessed. Vines under formation are not depreciated until they start production.

 

Costs incurred in acquiring and planting new vines are capitalized.

 

The Company uses the amortized historical cost to value its biological assets, on the basis that management considers that it represents a reasonable approximation of fair value.

 

 

 

F - 24


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

2.14       Intangible assets other than goodwill

 

Commercial Trademarks

 

The Company’s commercial trademarks correspond to intangible assets with an indefinite useful life that are presented at their historic cost, less any impairment loss. The Company believes that through marketing investments trademarks maintain their value, consequently they are considered as having an indefinite useful life and they are not amortizable. Such assets are subject to impairment tests on a yearly basis, or when factors exist indicating a likely loss of value (Note 2.16).

 

Software Program

 

Software Program licenses acquired are capitalized at the value of the costs incurred for their acquisition and preparation for the use of the specific programs. Such costs are amortized over their estimated useful lives (4 to 7 years). The maintenance costs of the software programs are recognized as expense in the year during which they are incurred.

 

Research and development

 

Research and development expenses are recognized in the period incurred.

 

Water Rights

 

Water Rights acquired by the Company correspond to the existing exploitation rights of water from natural sources, and they are recorded at their attributed cost as of the transition date to IFRS. Given that such rights are perpetual they are not amortizable, nevertheless they are annually subject to impairment assessment, or when factors exist that indicate a likely loss of value.

2.15       Goodwill  

 

Goodwill represents the excess of cost of a business combination over the Company’s share in the fair value of identifiable assets, liabilities and contingent liabilities as of the acquisition date, and is accounted for at its cost value less accumulated impairment losses. Goodwill related to joint venture acquisitions is included in the investment accounting value.

 

For the purposes of impairment tests, goodwill is assigned Cash Generating Units (CGU) that are expected to benefit from the synergies of a business combination. Each unit or group of units (CGU - See Note 21) represents the lowest level inside the Company at which goodwill is monitored for internal administration purposes, which is not larger than a business segment. The cash generating units to which the goodwill is assigned are tested for impairment annually or with a higher frequency, when there are signs indicating that a cash generating unit could experience impairment or some of the significant market conditions have changed.

 

Goodwill in the acquisition of joint ventures is assessed for impairment as part of the investment, provided that there are signs indicating that the investment may be impaired.

 

An impairment loss is recognized for the amount that the book value of the cash generating unit exceeds its recoverable value, the recoverable value being the higher of the fair value of the cash generating unit, less costs to sell and its value in use.

 

An impairment loss is first assigned in goodwill to reduce its book value, and then to other assets in the cash generating unit. A recognized impairment loss is not reversed in the following years.

2.16       Impairment of non-current assets other than goodwill

 

The Company annually assesses the existence of impairment indicators on non-current assets. When indicators exist, the Company estimates the recoverable amount of the impaired asset. In case it is not possible to estimate the recoverable amount of the impaired asset at an individual level, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

 

 

 

F - 25


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The recoverable amount is defined as the higher of the fair value, less cost to sell and the value in use. The value in use is determined by estimating future cash flows associated with the asset or with the cash generating unit, discounted from its current value by using interest rates before taxes, which reflect the time value of money and the specific risks of the asset. In the event the asset book value exceeds its recoverable amount, the Company records an impairment loss in the Statement of Income.

 

The Company annually assesses if impairment indicators of non-current assets for which impairment losses were recorded during prior years have disappeared or decreased. In the event of such situation, the recoverable amount of the specific asset is recalculated and its book value increased, if necessary. Such increase is recognized in the Statement of Income as reversal of impairment losses. The increase in the value of the previously impaired asset is recognized only when it is originated by changes in the assumptions used to calculate the recoverable amount. The asset amount increase resulting from the reversal of the impairment loss is limited to the amount that would have been recorded had impairment not occurred.

2.17       Assets of a disposal group held for sale

 

Property, plant and equipment expected to be recovered primarily through sale rather than through continuing use, for which active sale negotiations have begun and it is estimated that they will be sold within twelve months following the closing date are classified as assets of a disposal group held for sale.

 

These assets are measured at the lower of their book value and the estimated fair value, minus costs to sell. From the moment in which the assets are classified as assets of a disposal group held for sale they are no longer depreciated.

 

2.18       Income tax and deferred taxes

 

Income tax is composed by the legal obligations and the deferred taxes recognized according to International Accounting Standard Nº 12 – Income Taxes. Income tax is recognized in the Statement of Income, except when it is related to entries directly recorded in Equity, in which case the tax effect is also recognized in Equity.

 

Income Tax Obligation

 

Income tax obligations are recognized in the financial statements on the basis of the best estimates of the taxable profits as of the financial statement closing date, based on the income tax rate valid as of that date in the countries where the Company operates, which are Chile and Argentina.

 

Deferred Tax

 

Deferred taxes are those the Company expects to pay or to recover in the future, due to temporary differences between the book value of assets and liabilities (carrying amount for financial reporting purposes) and the corresponding tax basis of such assets and liabilities used to determine the profits subject to taxes. Deferred tax assets and liabilities are generally recognized for all temporary differences, and they are calculated at the rates that will be valid on the date the liabilities are paid or the assets realized.

 

Deferred tax is recognized for temporary differences arising from investments in subsidiaries and associates, except in those cases where the Company is able to control the date on which temporary differences will be reversed, and it is likely that they will not be reverted in the foreseeable future. Deferred tax assets, including those originated by tax losses are recognized provided it is likely that in the future there are taxable profits against which deductible temporary differences may be charged.

 

Deferred tax assets and liabilities are offset when there is a legal right to offset tax assets against tax liabilities, and the deferred tax is related to the same taxable entity and the same taxing authority.

2.19       Employees benefits

 

Employees Vacation

 

The Company accrues the expense associated with staff vacation when the employee earns the benefit.

 

F - 26


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Employees Bonuses

 

The Company recognizes a liability and an expense for bonuses when it’s contractually obligated, it is estimated that, depending on the income requirement at a given date, bonuses will be paid out at the end of the year.

 

Severance Indemnity

 

The Company recognizes a liability for the payment of irrevocable severance indemnities, originated from collective and individual agreements entered into with employees. Such obligation is determined based on the actuarial value of the accrued cost of the benefit, a method which considers several factors in the calculation, such as estimates of future continuance, mortality rates, future salary increases and discount rates. The determined value is shown at its present value by using the accrued benefits for years of service method. The discount rates are determined by reference to market interest rates curves. The current losses and gains originated by the valuation of the liabilities subject to such plans are directly recorded in Income.

2.20       Provisions 

 

Provisions are recognized when: (i) the Company has a current obligation, legal or implicit, as a result of past events, (ii) it is probable that monetary resources will be required to settle the obligation and (iii) the amounts can be reasonably established. The amounts recognized as provisions as of financial statements closing date, are Management´s best estimates, and consider the necessary disbursements to liquidate the obligation.

 

The concepts by which the Company establishes provisions against Income correspond to civil, labour and taxation proceedings that could affect the Company (see note 29).

 

2.21       Revenue recognition

 

Revenues are recognized when it is likely that economic benefits flow to the Company and can be measured reliably. Income is measured at the fair value of the economic benefits received or to be received, and they are presented net of valued added taxes, specific taxes, returns, discounts and rebates.

 

Sales of goods are recognized after the Company has transferred to buyer all the risks and benefits inherent in the ownership of such goods, and it does not hold the right to dispose of them; in general, this means that sales are recorded at the transfer of risks and benefits to clients, pursuant to the terms agreed in the commercial agreements.

 

Sale of products in the domestic market

 

The Company obtains its revenues, both in Chile and Argentina, mainly from the sales of beers, soft drinks, mineral waters, purified water, juices, wines, cider and spirits, products that are distributed through retail establishments, wholesale distributors and supermarket chains. None act as commercial agents of the Company. Such revenues in the domestic markets, net of the value added tax, specific taxes, returns, discounts and rebates to clients, are recognized when products are delivered, together with the transfer of all risks and benefits related to them.

 

Exports

 

In general, the Company´s delivery conditions for sale are the basis for revenue recognition related to exports.

 

The structure of revenue recognition is based on the grouping of Incoterms, mainly in the following groups:

 

•              "FOB (Free on Board) shipping point", by which buyer organizes and pays for transportation, consequently the sales occur and revenue is recognized upon the delivery of merchandise to the transporter hired by buyer.

 

•              “CIF (Cost, Insurance & Freight) and similar", by which the Company organizes and pays for external transportation and some other expenses, although CCU ceases being responsible for the merchandise after delivering it to the maritime or air company in accordance with the relevant terms. The sales occur and revenue is recognized upon the delivery of the merchandise at the port of destination.

 

In the event of discrepancies between the commercial agreements and delivery conditions those established in the agreements shall prevail.

 

F - 27


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

2.22       Commercial agreements with distributors and supermarket chains

 

The Company enters into commercial agreements with its clients, distributors and supermarkets through which they establish: (i) volume discounts and other client variables, (ii) promotional discounts that correspond to an additional rebate on the price of the products sold by reason of commercial initiatives development (temporary promotions), (iii) services payment and rendering of counter-services (advertising and promotion agreements, use of preferential spaces and others) and (iv) shared advertising, which corresponds to the Company’s participation in advertising campaigns, promotion magazines and opening of new sales locations.

 

Volume discounts and promotional discounts are recognized as a reduction in the sales price of the products sold. Shared advertising contributions are recognized when the advertising activities agreed upon with the distributor have been carried out, and they are recorded as marketing expenses incurred, under Other expenses by function.

 

The commitments with distributors or importers in the exports area are recognized on the basis of existing trade agreements.

2.23       Cost of sales of products

 

The costs of sales include the production cost of the products sold and other costs incurred to place inventories in the locations and under the conditions necessary for the sale. Such costs mainly include raw material costs, packing costs, production staff labor costs, production-related assets depreciation, returnable bottles depreciation, license payments, operational costs, and plant and equipment maintenance costs.

 

2.24         Other expenses by function

 

Other expenses by function include, mainly advertising and promotion expenses, depreciation of assets sold, selling expenses, marketing costs (sets, signs and neon signs at client’s facilities) and marketing and sales staff remuneration and compensations.

2.25         Distribution expenses

 

Distribution costs include all the necessary costs to deliver products to clients.

2.26       Administration expenses

 

Administration expenses include the support units staff remuneration and compensation, depreciation of offices, equipment, facilities and furniture used for these functions, non-current assets amortization and other general and administration expenses.

2.27       Environmental liabilities

 

Environmental liabilities are recorded based on the current interpretation of environmental laws and regulations, or when an obligation is likely to occur and the amount of such liability can be calculated reliably.

 

Disbursements related to environmental protection are charged to the Consolidated Statements of Income as incurred, except, investments in infrastructure designed to comply with environmental requirements, are recorded following the accounting policies for property, plant and equipment.

2.28       Adjustments to prior year financial statements

 

The Consolidated Financial Statements presented for comparative purposes contain adjustments with respect to those previously reported. The corrections listed below did not have a significant effect in relation to relevant financial indicators required of the Company. The summary of these adjustments are as follows:

 

 

F - 28


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

a)      Deposits for return of bottles and containers

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Previously reported to 12.31.2011

Reclassifications

Reported to 12.31.2011

ThCh$

ThCh$

ThCh$

Current liabilities

Other financial liabilities

76,105,061

11,908,708

88,013,769

Total current liabilities

350,770,714

11,908,708

362,679,422

Non-current liabilities

Other long-term provisions

13,824,021

(11,908,708)

1,915,313

Total non-current liabilities

262,934,983

(11,908,708)

251,026,275

 

 

 

 

Total liabilities and shareholders' equity

1,298,491,359

 

1,298,491,359

 

The amount of Deposits for return of bottles of ThCh$ 11,908,708 that until December 31, 2011, was presented as Other non-current provisions, now is presented as Other current financial liabilities. The Company does not intend to make significant repayment of these deposits within the next 12 months. However, from December 2012, such amounts are classified within current liabilities, under the line Other financial liabilities.

 

This adjustment did not affect Total Liabilities and Equity at December 31, 2011, and management does not consider such adjustment to be material to the consolidated financial statements taken as whole.

 

 

 

 

F - 29


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

b)      Early implementation IFRS 11, as explained in Note 4, letter a)

 

The application of this standard has no impact on Net income or Equity, but if affects the opening of assets and liabilities balances, and the classification of Income and Expenses. Below are the reclassifications affecting the Consolidated Statement of Financial Position, Consolidated Statement of Income and Consolidated Statement of Cash Flows:

 

Consolidated Statement of Financial Position

 

 

ASSETS

Previously reported to 12.31.2011

Reclassifications

Reported to 12.31.2011

ThCh$

ThCh$

ThCh$

Current assets

 

Cash and cash equivalent

177,664,378

401,380

178,065,758

 

Other financial assets

3,943,959

-

3,943,959

 

Other non-financial assets

11,565,924

(1,467,564)

10,098,360

 

Accounts receivable-trade and other receivables

193,065,162

90

193,065,252

 

Accounts receivable from related companies

9,984,206

(88,329)

9,895,877

 

Inventories

128,535,184

-

128,535,184

 

Taxes receivables

17,277,288

-

17,277,288

Total current assets different from assets of disposal group held for sale

542,036,101

(1,154,423)

540,881,678

 

Assets of disposal group held for sale

509,675

-

509,675

Total assets of disposal group held for sale

509,675

-

509,675

Total current assets

542,545,776

(1,154,423)

541,391,353

 

 

 

 

 

Non-current assets

 

Other financial assets

194,669

-

194,669

 

Other non-financial assets

2,996,836

-

2,996,836

 

Accounts receivable from related companies

418,922

-

418,922

 

Investment accounted by equity method

39,923,677

(22,404,757)

17,518,920

 

Intangible assets other than goodwill

41,173,260

18,828,392

60,001,652

 

Goodwill

69,441,207

4,375,610

73,816,817

 

Property, plant and equipment (net)

556,949,110

-

556,949,110

 

Biological assets

18,320,548

-

18,320,548

 

Investement property

7,720,575

-

7,720,575

 

Deferred tax assets

18,806,779

228,329

19,035,108

Total non-current assets

755,945,583

1,027,574

756,973,157

Total Assets

1,298,491,359

(126,849)

1,298,364,510

         

 

 

LIABILITIES

Previously reported to 12.31.2011

Reclassifications

Reported to 12.31.2011

ThCh$

ThCh$

ThCh$

Current liabilities

 

 

Other financial liabilities

76,105,061

-

76,105,061

 

Accounts payable-trade and other payables

165,553,288

650,332

166,203,620

 

Accounts payable to related companies

8,811,500

(826,048)

7,985,452

 

Other short-term provisions

1,169,126

-

1,169,126

 

Tax liabilities

16,761,406

48,867

16,810,273

 

Employee benefits provisions

13,906,409

-

13,906,409

 

Other non-financial liabilities

68,463,924

-

68,463,924

Total current liabilities

350,770,714

(126,849)

350,643,865

Non-current liabilities

 

Other financial liabilities

170,955,440

-

170,955,440

 

Accounts payable to related companies

2,484,790

-

2,484,790

 

Other long-term provisions

13,824,021

-

13,824,021

 

Deferred tax liabilities

60,147,021

-

60,147,021

 

Employee benefits provisions

15,523,711

-

15,523,711

Total non-current liabilities

262,934,983

-

262,934,983

 

 

 

 

 

Total liabilities

613,705,697

(126,849)

613,578,848

EQUITY

Equity attributable to equity holders of the parent

Paid-in capital

231,019,592

-

231,019,592

Other reserves

(35,173,607)

-

(35,173,607)

Retained earnings

373,129,952

-

373,129,952

Subtotal equity attributable to equity holders of the parent

568,975,937

-

568,975,937

Non-controlling interests

115,809,725

-

115,809,725

Total shareholders' equity

684,785,662

-

684,785,662

Total liabilities and shareholders' equity

1,298,491,359

(126,849)

1,298,364,510

         

 

 

 

F - 30


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Consolidated Statement of Income

 

 

CONSOLIDATED STATEMENT OF INCOME

Previously reported to 12.31.2011

Reclassifications

Presentation to 12.31.2011

 

Previously reported to 12.31.2010

Reclassifications

Presentation to 12.31.2010

 

ThCh$

ThCh$

ThCh$

 

ThCh$

ThCh$

ThCh$

Net sales

969,550,671

-

969,550,671

 

838,258,327

-

838,258,327

Cost of sales

(450,563,274)

2,701,739

(447,861,535)

 

(383,812,866)

2,268,106

(381,544,760)

Gross margin

518,987,397

2,701,739

521,689,136

 

454,445,461

2,268,106

456,713,567

Other income by function

21,312,287

-

21,312,287

 

2,432,003

-

2,432,003

Distribution costs

(150,071,122)

-

(150,071,122)

 

(129,079,325)

-

(129,079,325)

Administrative expenses

(77,095,019)

(127,176)

(77,222,195)

 

(63,995,182)

(52,854)

(64,048,036)

Other expenses by function

(122,373,310)

(517,243)

(122,890,553)

 

(108,544,472)

(374,099)

(108,918,571)

Other gains (losses)

3,010,058

-

3,010,058

 

6,136,250

-

6,136,250

Gains (losses) from operational activities

193,770,291

2,057,320

195,827,611

 

161,394,735

1,841,153

163,235,888

Financial income

7,076,849

9,705

7,086,554

 

2,380,886

2,121

2,383,007

Financial costs

(14,410,911)

-

(14,410,911)

 

(10,668,587)

-

(10,668,587)

Equity and income of joint ventures

1,069,311

(1,767,564)

(698,253)

 

966,122

(1,649,774)

(683,652)

Foreign currency exchange differences

(1,078,604)

-

(1,078,604)

 

(1,400,700)

-

(1,400,700)

Result as per adjustment units

(6,734,379)

5,929

(6,728,450)

 

(5,079,737)

3,896

(5,075,841)

Income before taxes

179,692,557

305,390

179,997,947

 

147,592,719

197,396

147,790,115

Income taxes

(44,890,356)

(305,390)

(45,195,746)

 

(27,656,049)

(197,396)

(27,853,445)

Income from contining operations

134,802,201

-

134,802,201

 

119,936,670

-

119,936,670

 

 

Consolidated Statement of Cash Flows

 
 

CONSOLIDATED STATEMENT OF CASH FLOW

Previously reported to 12.31.2011

Reclassifications

Presentation to 12.31.2011

 

Previously reported to 12.31.2010

Reclassifications

Presentation to 12.31.2010

ThCh$

ThCh$

ThCh$

 

ThCh$

ThCh$

ThCh$

Net cash flows from (used in) operational activities

 

 

Collection classes:

 

 

 

 

 

 

 

Proceeds from goods sold and services rendered

1,096,972,292

2,038,025

1,099,010,317

 

1,109,343,102

3,072,723

1,112,415,825

Other proceeds from operating activities

20,524,955

-

20,524,955

 

21,054,319

-

21,054,319

Types of payments:

 

 

 

 

 

 

 

Payments of operating activities

(671,823,189)

-

(671,823,189)

 

(743,733,742)

(210,664)

(743,944,406)

Payments of salaries

(104,241,713)

-

(104,241,713)

 

(88,440,973)

-

(88,440,973)

Other payments for operating activities

(147,127,916)

-

(147,127,916)

 

(130,673,513)

(325,499)

(130,999,012)

Dividends received

1,710,625

(1,679,597)

31,028

 

1,147,778

(1,106,872)

40,906

Interest paid

(12,022,016)

-

(12,022,016)

 

(9,214,835)

-

(9,214,835)

Interes received

6,748,317

-

6,748,317

 

1,056,066

-

1,056,066

Income tax reimbursed (paid)

(32,307,744)

-

(32,307,744)

 

(19,438,054)

(279,865)

(19,717,919)

Other cash movements

8,936,842

-

8,936,842

 

18,165,032

-

18,165,032

Net cash flows from (used in) operational activities

167,370,453

358,428

167,728,881

 

159,265,180

1,149,823

160,415,003

 

 

 

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

Cash flow used for control of subsidiaries or other businesses

(3,257,272)

-

(3,257,272)

 

(10,646,456)

-

(10,646,456)

Cash flows used in the purchase of associates

(2,456,489)

-

(2,456,489)

 

-

-

-

Proceed from sale of property, plant and equipment

931,714

-

931,714

 

11,162,012

-

11,162,012

Acquisition of property, plant and equipment

(77,846,927)

-

(77,846,927)

 

(64,396,164)

-

(64,396,164)

Other cash movements

6,389,344

-

6,389,344

 

(1,467,752)

-

(1,467,752)

Net cash flows from (used in) investing activities

(76,239,630)

-

(76,239,630)

 

(65,348,360)

-

(65,348,360)

 

 

 

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

Proceeds from long-term loans

6,680,256

-

6,680,256

 

-

-

-

Proceeds from short-term loans

17,963,056

-

17,963,056

 

8,570,740

-

8,570,740

Total amount from loans

24,643,312

-

24,643,312

 

8,570,740

-

8,570,740

Loans to related entities

2,722,942

-

2,722,942

 

-

-

-

Loan payments

(6,024,782)

-

(6,024,782)

 

(7,038,439)

-

(7,038,439)

Payments of finance lease liabilities

(1,520,235)

-

(1,520,235)

 

(1,476,189)

-

(1,476,189)

Payments of loan to related entities

(7,169,295)

-

(7,169,295)

 

(3,341,762)

-

(3,341,762)

Dividends paid

(62,793,418)

-

(62,793,418)

 

(72,370,536)

(1,106,872)

73,447,408

Others cahs movements

(15,096,775)

-

(15,096,775)

 

(3,707,315)

-

(3,707,315)

Net cash flows from (used in) financing activities

(65,238,251)

-

(65,238,251)

 

(79,363,501)

(1,106,872)

(80,470,373)

 

 

 

 

 

 

 

 

Net increase (Decrease) in cash and cash equivalents, before the effect of changes in exchamge rate

25,892,572

-

26,251,000

 

14,553,319

42,951

14,596,270

Effects of changes in exchange rates on cash and cash equivalents

157,506

-

157,506

 

(292,688)

1

(292,688)

Cash and cash equivalents, initial balance

151,614,300

-

151,657,252

 

137,353,669

-

137,353,669

Cash and cash equivalents, final balance

177,664,378

401,380

178,065,758

 

151,614,300

42,952

151,657,252

 

 

 
 

F - 31


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Note 3 Estimates and application of professional judgment

 

Financial statement preparation requires estimates and assumptions from Management affecting the amounts included in the consolidated financial statements and their related notes. The estimates made and the assumptions used by the Company are based on the historical experience, changes in the industry and the information supplied by external qualified sources. Nevertheless, final results could differ from the estimates under certain conditions.

 

Significant estimates and accounting policies are defined as those that are important to correctly reflect the Company’s financial position and income, and/or those that require a high level of judgment by Management.

 

The primary estimates and professional judgments relate to the following concepts:

 

•              The valuation of goodwill acquired to determine the existence of losses due to potential impairment (Note 2.15 and Note 21)

•              The valuation of commercial trademarks to determine the existence of potential losses due to potential impairment (Note 2.14 and Note 20)

•              The assumptions used in the current calculation of liabilities and obligations to employees (Note 2.19 and Note 31)

•              Useful life of property, plant and equipment (Note 2.10 and Note 22), biological assets (Note 2.13 and Note 25) and intangibles (Note 2.14 and Note 20)

•              The assumptions used for the calculation of the fair value of financial instruments (Note 2.6 and Note 6)

•              The likelihood of occurrence and the estimated amount in an uncertain or contingent mater (Note 2.20, Note 29).  

 

Such estimates are based on the best available information of the events analysed to date in these consolidated financial statements. However, it is possible that events that may occur in the future that result in adjustments to such estimates, which would be recorded prospectively.

 

 

Note 4 Accounting changes

 

a)   As of 2012 the Company has adopted the early application of International Financial Reporting Standards (IFRS) Nº 11 Joint Arrangements. This change in accounting policy implies that the investments held in the joint arrangements Promarca S.A. and Compañía Pisquera Bauzá S.A., with a participation of 50% and 49%, respectively, changed from equity method accounting to accounting for assets, liabilities, revenues and expenses in respect of the Company´s interest in these joint operations. The effects of this accounting change are explained in Note 2.28. For comparison purposes this accounting method was applied retroactively to 2011 and 2010, without effect on the Company's Net Income, since it is a redistribution of Net Income recognized by the method of participation in each line of the Consolidated Statement of Income. Due to earlier application of IFRS Nº11, the Company has applied the IFRS Nº 10 Consolidated Financial Statements, IFRS Nº12 Disclosure of Interests in Other Entities, IAS 27 Separate Financial Statements (as amended in 2011) and IAS 28 Investments in Associates and Joint Ventures (as amended in 2011) at the same time, which have no impact on these Consolidated Financial Statements.

 

b)   As of 2012, the Company changed the method of valuation of inventories from FIFO (First In First Out) to WAC (Weighted Average Cost). The Company did not retroactively apply this policy to prior periods because the effect was immaterial. This change has no significant effect on the valuation of inventories in prior years as most of the inventories have a rotation of less than a year.

 

c)   During the year ended on December 31, 2012, there have been no other changes in the use of accounting principles or relevant changes in any accounting estimates with regard to previous years that have affected these consolidated financial statements

 

 

 

 

F - 32


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 5   Risk Administration

Risk administration

 

In those companies without a significant non-controlling interest, the Company’s Administration and Finance Officer provides a centralized service for the group’s companies to obtain financing and administration of exchange rate, interest rate, liquidity, inflation, raw material and loan risks. Such activity operates according to a policies and procedures framework, which is regularly reviewed to comply with the purpose of administrating the risk originated by the business needs.

 

In those companies with a significant non-controlling interest (VSPT, CPCh, Aguas CCU-Nestlé and Cervecera Kunstmann) each Administration and Finance Officer exercises such responsibility. When necessary, the Board of Directors has the final responsibility for establishing and reviewing the risk administration structure, as well as for the review of significant changes made to the risk administration policies.

 

According to the financial risk policies, the Company uses derivative instruments only for the purpose of covering exposures to the interest rate and exchange rate risks originated by the Company’s operations and its financing sources. The Company does not acquire derivative facilities with speculative or investment purposes nevertheless, some derivatives are not treated as hedges for accounting purposes because they do not qualify as such. Transactions with derivative instruments are exclusively carried out by staff under the Finance Management and Internal Audit Management regularly reviews the control environment of this function. The relationship with Credit Rating Agencies and the monitoring of financial restrictions (covenants) are also administered by Finance Management.

 

The Company’s main risk exposure is related to the exchange rates, interest rates, inflation and raw material prices (commodities), client’s accounts receivable and liquidity. For the purpose of managing the risk originated by such exposures, several financial instruments are used.

 

For each of the following, where applicable, sensitivity analysis developed are for illustrative purposes, since in practice the sensitized variables rarely change without affecting each other and without affecting other factors that were considered as constants.

Exchange rate risk

 

The Company is exposed to exchange rate risks originated by: a) its net exposure to foreign currency assets and liabilities, b) exports sales, c) the purchase of raw material, products and capital investments effected in foreign currencies, or indexed in such currencies, and d) the net investment of subsidiaries in Argentina. The Company’s greatest exchange rate exposure is the variation of the Chilean Peso as compared to the US Dollar, Euro, Sterling Pound and Argentine Peso.

 

As of December 31, 2012, the Company maintained foreign currency obligations amounting to ThCh$ 37,010,059 (ThCh$ 78,152,511 in 2011), mostly denominated in US Dollars. Foreign currency obligations accruing variable interest (ThCh$ 14,156,408 in 2012 and ThCh$ 51,998,403 in 2011) represent 6% (21% in 2011) of the total of such obligations. The remaining 94% (79% in 2011) is denominated in inflation-indexed Chilean Pesos (see inflation risk section). In November 2012, the Company repaid a loan amounting to US$ 70 million which was hedged by currency and interest rate hedge agreements, converting such debts in fixed interest rate inflation-adjusted obligations in Chilean Pesos. In addition, the Company maintains foreign currency assets for ThCh$ 35,305,805 (ThCh$ 43,099,520 in 2011) that mainly correspond to exports accounts receivable.

 

Regarding the Argentine subsidiaries operations, the net exposure liability in US Dollars and other currencies amounts to ThCh$ 4,793,940  (ThCh$ 2,199,284 in 2011).

 

To protect the value of the net foreign currency assets and liabilities position of its Chilean operations, the Company enters into derivative agreements (currency forwards) to ease any variation in the Chilean Peso as compared to other currencies.

 

As of December 31, 2011, the Company’s mitigate net asset exposure in foreign currencies in Chile, after the use of derivative instruments, is an asset amounting to ThCh$ 2,932,576 (ThCh$ 1,789,322 in 2011).

 

Of the Company’s total sales, both in Chile and Argentina, 9% (9% in 2011) corresponds to export sales made in foreign currencies, mainly US Dollars, Euro and Sterling Pound and of the total costs 57% (60% in 2011) corresponds to raw materials and products purchased in foreign currencies, or indexed to such currencies. The Company does not hedge the eventual variations in the expected cash flows from such transactions.

F - 33


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

The Company is also exposed to movements in exchange rates relating to the conversion from Argentine Pesos to Chilean Pesos with respect to assets, liabilities, income and expenses of its subsidiaries in Argentina. The Company does not cover the risks associated with the translation conversion of its subsidiaries, which effects are recorded directly in Equity.

 

As of December 31, 2012, the net investment in Argentine subsidiaries amounted to ThCh$ 92,745,976 (ThCh$ 98,742,188 in 2011).

 

Exchange rate sensitivity analysis

 

The exchange rate differences effect recognized in the Consolidated Statement of Income for the  year ended as of December 31, 2012, related to the foreign currency denominated assets and liabilities, was a loss of ThCh$ 1,002,839 (ThCh$ 1,078,604 in 2011 and ThCh$ 1,400,700 in 2010). Considering the exposure as of December 31, 2012, and assuming a 10% increase (or decrease) in the exchange rate, and maintaining constant all other variables, such as interest rates, it is estimated that the effect over the Company’s income would be income (loss) after taxes of ThCh$ 234,606 (income (loss) of ThCh$ 143,146 in 2011 and ThCh$ 127,208 in 2010).

 

Considering that approximately 10% of the Company’ sales relates to export sales carried out in Chile, in currencies different from the Chilean Peso, and that in Chile approximately 52% (56% in 2011 and 57% in 2010) of the costs are indexed to the US Dollar, and assuming that the Chilean Peso will be appreciated or (depreciated) by 10% as compared to the set of foreign currencies, when maintaining constant the rest of the variables the hypothetical effect on the Company’s income would be income (loss) after taxes of ThCh$ 8,763,550 (income (loss) from ThCh$ 8,807,019 in 2011 and
ThCh$ 5,623,470 in 2010).

 

The Company can also be affected by the variation of the exchange rate of Argentina, since the result is converted to Chilean Pesos at the average rate of each month. The result of the operations in Argentina during 2012 were ThCh$ 28,181,889. Therefore, a depreciation (or appreciation) of 10% in the exchange rate of the Argentine Peso, would be a loss (income) before tax of ThCh$ 2,818,189.

 

The net investment maintained in subsidiaries that operate in Argentina amounts to ThCh$ 92,745,976 as of December 31, 2012 (ThCh$ 98,742,188 in 2011). Assuming a 10% increase or decrease in the Argentine Peso exchange rate as compared to the Chilean Peso, and maintaining constant all the rest of the variables, the increase (decrease) would hypothetically result in income (loss) of ThCh$ 9,274,598 (income (loss) ThCh$ 9,874,219 in 2011 and
ThCh$ 8,652,747 in 2010) recorded as a credit (charge) against equity.

Interest rates risk

 

Interest rate risk mainly originates from the Company’s financing sources. The main exposure is related to LIBOR variable interest rate indexed obligations.

 

As of December 31, 2012, the Company had a total ThCh$ 14,156,408 in debt indexed to LIBOR (ThCh$ 51,998,403 as of December 31, 2011). Consequently, as of December 31, 2012, the company’s financing structure is made up (without considering the effects of cross currency swaps effect) of approximately 6% (21% in 2011) in debt with variable interest rates, and 94% (79% in 2011) in debt with fixed interest rates.

 

To mitigate the interest rate risk, the Company has a policy that intends to reduce the volatility of its financial expense, and to maintain an ideal percentage of its debt in fixed rate instruments. The financial position is mainly set by the use of short-term and long-term debt, as well as derivative instruments such as cross currency interest rate swaps.

 

As of December 31, 2012, after considering the effect of interest rates and currency swaps, approximately 99% (98% in 2011) of the Company’s long-term debt has fixed interest rates.

 

The terms and conditions of the Company’s obligations as of December 31, 2012, including exchange rates, interest rates, maturities and effective interest rates, are detailed in Note 27

F - 34


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Interest rates sensitivity analysis

 

The total financial expense recognized in the Consolidated Statement of Income for the twelve month ended period as of December 31, 2012, related to short-term and long-term debts amounted to ThCh$ 17,054,879 (ThCh$ 14,410,911 2011 and ThCh$ 10,668,587 in 2010). Whereas only 2% of total debt (net of derivatives) is subject to variable interest rate, assuming an increase or decrease in interest rates in Chilean Pesos and U.S. Dollars of approximately 100 basis points, and keeping all other variables constant, such as the exchange rate, the increase (decrease) would hypothetically result in a loss (gain) of ThCh$ 18,543 (at December 31, 2011 and 2010 we were 100% covered against interest rate fluctuations) in the Consolidated Statement of Income.

Inflation risk

 

The Company maintains a series of Unidad de Fomento* (UF) indexed agreements with third parties, as well as UF indexed financial debt, which means that the Company is exposed to the UF fluctuations, generating increases in the value of the agreements and inflation adjustable liabilities, in the event it experiences growth. This risk is mitigated by the Company’s policy of keeping the unitary net sales in UF constant, as long as the market conditions allow it.

 

* The Unidad de Fomento (UF) is a Chilean inflation-indexed, Peso-denominated monetary unit. The UF rate is set daily based on changes in the previous month´s inflation rate.

 

Inflation sensitivity analysis

 

The income for total adjustment unit recognized in the Consolidated Statement of Comprehensive Income for the twelve month ended as of December 31, 2012, related to UF indexed short-term and long-term debt, and resulted in a loss of  ThCh$ 5,057,807 (ThCh$  6,728,451 in 2011 and ThCh$ 5,075,841 in 2010). Assuming a reasonably possible increase (decrease) of the Unidad de Fomento by approximately 3% and maintaining constant all the rest of the variables, such as interest rates, the aforementioned increase (decrease) would hypothetically result in a loss (income) of ThCh$ 5,079,454 (ThCh$ 6,133,010 in 2011 and ThCh$ 6,288,142 in 2010) in the Consolidated Statement of Income.

Raw material price risk

 

The main exposure to the raw material price variation is related to barley and malt used in the production of beer, concentrates, sugar and plastic containers used in the production of soft drinks and bulk wine and grapes for the manufacturing of wine and spirits.

 

Barley, malt and cans

 

In Chile, the Company obtains its barley and malt supply both from local producers and the international market. Long-term supply agreements are entered into with local producers where the barley price is set annually according to prevailing market prices, which are used to determine the malt price according to the agreements. The purchases commitments made expose the Company to a raw material price fluctuation risk. During 2012, the Company purchased 48,396 tons (43,889 tons in 2011) of barley and 32,300 tons (24,317 tons in 2011) of malt. CCU Argentina acquires mainly malt from local producers. Such raw materials represent approximately 31% (29% in 2011 and 2010) of the direct cost of beer.

 

Of the cost of beer in Chile, the cost of cans represent 41% of the direct cost of raw materials (39% in 2011). Meanwhile in Argentina the cost of cans represents 24% of the direct cost of raw materials (29% in 2011).

 

Concentrates, Sugar and plastic containers

 

The main raw materials used in the production of non-alcoholic beverages are concentrates, which are mainly acquired from licensees, sugar and plastic resin for the manufacturing of plastic bottles and containers. The Company is exposed to price fluctuation risks of these raw materials, which jointly represent 56% (55% in 2011 and 52% in 2010) of the direct cost of non-alcoholic beverages.

 

F - 35


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Grapes and wine

 

The main raw material used by the subsidiary VSPT for wine production are harvested grapes from own production and grapes and wines acquired from third parties through long term and spot contracts. Approximately 28% (27% in 2011) of the export wine supply comes from its own vineyards. The 72% (73% in 2011) remaining of the supply is purchased from producers in form of long term and spot contracts.

 

During 2012, the subsidiary VSPT acquired 59% (65% in 2011) of the necessary grapes and wine from third parties through spot contracts. In addition, it also enters into long-term transactions that represent 13% of total supply and minimizes the risk price of raw material.

 

The Company does not carry out hedging activities over all these raw material purchases.

 

Raw material price sensitivity Analysis

 

The total direct cost in the Consolidated Statement of Income for 2012 amounts to ThCh$ 361,570,855 (ThCh$ 372,626,307 in 2011 and ThCh$ 275,058,113 in 2010). Assuming a reasonably possible increase (decrease) in the direct cost of each segment of 8% and maintaining constant all the rest of the variables, such as exchange rates, the aforesaid increase (decrease) would hypothetically result into a loss (income) of ThCh$ 7,288,550 (ThCh$ 6,783,393 in 2011 and ThCh$ 6,175,942 in 2010) for Beer Chile, ThCh$ 5,018,556 (ThCh$ 4,867,084 in 2011 and ThCh$ 3,510,028 in 2010) for  Beer Argentina, ThCh$ 8,584,592 (ThCh$ 7,655,225 in 2011 and ThCh$ 6,581,027 in 2010) for non-alcoholic beverages, ThCh$ 6,553,854 (ThCh$ 6,076,016 in 2011 and ThCh$ 5,607,456 in 2010) for Wines and
ThCh$ 2,546,142 (ThCh$ 1,825,378 in 2011 and ThCh$ 1,368,445 in 2010) for Spirits.

Credit risk

 

The credit risk to which the Company is exposed originates from: a) the commercial accounts receivable maintained with retail clients, wholesale distributors and supermarket chains of domestic markets; b) accounts receivable from exports; and c) financial facilities maintained with Banks and financial institutions, such as demand deposits, mutual funds investments, facilities acquired under resale commitments and derivative financial instruments.

 

Domestic market

 

The credit risk related to commercial collectible accounts of domestic markets is administered by the Loan and Collection Administration Officer, and it is monitored by the Loan Committee of each business unit. The Company has a wide client base that is subject to the policies, procedures and controls established by the Company. The loan limits are established for all clients on the basis of an internal qualification and payment performance. Outstanding commercial accounts receivable are regularly monitored. In addition, the Company acquires loan insurances covering 90% of the individually significant accounts receivable balances, a coverage that as of December 31, 2012, amounts to 85% (84% as of December 31, 2011) of the total accounts receivable.

 

Overdue but not impaired commercial accounts receivable corresponds to clients that show delays of less than 21.5 days (18.1 days in 2011).

 

As of December 31, 2012, the Company had approximately 803 clients (811 clients as of December 31, 2011) indebted in over Ch$ 10 million each that together represent approximately 85% (85% in 2011) of the total commercial accounts receivable. There were 182 clients (194 clients as of December 31, 2011) with balances over Ch$ 50 million each, representing approximately 75% (74% in 2011) of the total accounts receivable. The 93% (92% in 2011) of such accounts receivable are covered by the loan insurance.

 

The Company believes that no additional credit risk provisions are needed to the individual and collective provisions determined at December 31, 2012, as a large percentage of these are covered by insurance.

 

F - 36


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Exports market

 

The loan risk related to accounts receivable for exports is administered by VSPT Head of Loan and Collection, and it is monitored by VSPT Administration and Finance Officer. The Company has a large client base, in over eighty countries, which are subject to the policies, procedures and controls established by the Company. In addition, the Company acquires loan insurance covering 96% (98% in 2011) of the individually significant accounts receivable, a coverage that as of December 31, 2012, amounts to 81% (81% in 2011) of the total accounts receivable. Pending payment of commercial accounts receivable is regularly monitored. Apart from the loan insurance, having diversified sales in different countries decreases the loan risk.

 

As of December 31, 2012, there were 75 clients (78 clients in 2011) indebted for over Ch$ 65 million each, which represent 87% (88% in 2011) of the total accounts receivable of the export market. 

 

Overdue but not impaired commercial accounts receivable corresponds to clients that show delays of less than 42 days (28 days in 2011).

 

The Company estimates that no loan risk provisions are necessary in addition to the individual and collective provisions determined as of December 31, 2012. See analysis of accounts receivables maturities and losses due to impairment of accounts receivable (Note 15). 

 

The Company has policies limiting the counterparty loan risk exposure with respect to financial institutions, and such exposures are frequently monitored. Consequently, the Company does not have significant concentration risk with any specific financial institutions as of December 31, 2012.

Liquidity risk

 

The Company administers liquidity risk at a consolidated level. The cash flows originated from operational activities being the main liquidity source. Additionally, the Company has the ability to issue debt and equity instruments in the capital market according to our needs.

 

To manage short-term liquidity, the Company considers projected cash flows for a twelve months moving period and maintains cash and cash equivalents available to meet its obligations.

 

Based on the current operational performance and its liquidity position, the Company estimates that cash flows provided by operating activities and the cash available shall be sufficient to finance working capital, capital investments, interest payments, dividend payments and debt payment requirements for the next 12-month period and the foreseeable future.

 

A summary of the Company’s financial liabilities with their maturities as of December 31, 2012 and 2011, based on the non-discounted contractual cash flows appears below:

 

 

As of December 31, 2012

Book value

Contractual flows maturities

Less than 1 year

Between 1 and 5 years

More than 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities no derivative

Bank borrowings

81,963,852

38,306,377

40,685,987

1,772,491

80,764,855

Bonds payable

152,835,990

8,533,797

94,640,190

87,626,906

190,800,893

Financial leases obligations

16,479,152

1,418,678

5,883,498

27,861,359

35,163,535

Deposits for return of bottles and containers

11,861,158

11,861,158

-

-

11,861,158

Sub-Total

263,140,152

60,120,010

141,209,675

117,260,756

318,590,441

Derivative financial liabilities

Liability coverage

361,838

204,017

164,017

-

368,034

Derivative hedge liabilities

495,012

495,012

-

-

495,012

Sub-Total

856,850

699,029

164,017

-

863,046

Total

263,997,002

60,819,039

141,373,692

117,260,756

319,453,487

View current and non current book value in Note 6

         
           

 

 

F - 37


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

As of December 31, 2011

Book value

Contractual flows maturities

Less than 1 year

Between 1 and 5 years

More than 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities no derivative

Bank borrowings

74,089,495

66,634,850

8,546,233

-

75,181,083

Bonds payable

151,973,634

8,481,485

94,631,248

89,435,285

192,548,018

Financial leases obligations

16,078,576

1,558,994

6,002,130

28,318,094

35,879,218

Deposits for return of bottles and containers

11,908,708

11,908,708

-

-

11,908,708

Sub-Total

254,050,413

88,584,037

109,179,611

117,753,379

315,517,027

Derivative financial liabilities

Liability coverage

4,513,397

5,649,112

97,631

-

5,746,743

Derivative hedge liabilities

405,399

405,399

-

-

405,399

Sub-Total

4,918,796

6,054,511

97,631

-

6,152,142

Total

258,969,209

94,638,548

109,277,242

117,753,379

321,669,169

View current and non current book value in Note 6

           
           

 

 

F - 38


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 6 Financial Instruments

Financial instruments categories

 

The following are the book values of each financial instrument category at the closing of each year:

 

 

As of December 31, 2012

As of December 31, 2011

Current

Non current

Current

Non current

ThCh$

ThCh$

ThCh$

ThCh$

         

Cash and cash equivalents

102,337,275

-

178,065,758

-

Other financial assets

1,380,474

65,541

3,943,959

194,669

Accounts receivable – trade and other receivables (net)

204,570,870

-

193,065,252

-

Accounts receivable from related companies

9,611,990

414,115

9,895,877

418,922

Total financial assets

317,900,609

479,656

384,970,846

613,591

Bank borrowings

37,526,738

44,437,114

66,488,280

7,601,215

Bonds payable

4,414,725

148,421,265

4,311,026

147,662,608

Financial leases obligations

371,748

16,107,404

479,928

15,598,648

Deposits for return of bottles and containers

11,861,158

-

11,908,708

-

Derivatives

495,012

-

405,399

-

Derivative hedge liabilities

204,886

156,952

4,420,428

92,969

Total Other non-financial liabilities (*)

54,874,267

209,122,735

88,013,769

170,955,440

Account payable - trade and other payables

165,392,448

724,930

166,203,620

-

Accounts payable to related companies

8,013,545

2,391,810

7,985,452

2,484,790

Total financial liabilities

228,280,260

212,239,475

262,202,841

173,440,230

 

 

 (*) See Note 27 Others financial liabilities        

 

F - 39


 

 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Financial instruments fair value

 

The following tables show the fair values, based on the financial instrument categories, as compared to the book value included in the Consolidated Statements of Financial Position:

 

a)     Composition of financial assets and liabilities:

 

 

 

As of December 31, 2012

As of December 31, 2011

Book Value

Fair Value

Book Value

Fair Value

ThCh$

ThCh$

ThCh$

ThCh$

Cash and cash equivalents

102,337,275

102,337,275

178,065,758

178,065,758

Other financial assets

1,446,015

1,446,015

4,138,628

4,138,628

Accounts receivable – trade and other receivables (net)

204,570,870

204,570,870

193,065,252

193,065,252

Accounts receivable from related companies

10,026,105

10,026,105

10,314,799

10,314,799

Total financial assets

318,380,265

318,380,265

385,584,437

385,584,437

Bank borrowings

81,963,852

80,144,744

74,089,495

73,841,032

Bonds payable

152,835,990

155,225,274

151,973,634

145,222,665

Financial leases obligations

16,479,152

22,954,053

16,078,576

18,197,614

Deposits for return of bottles and containers

11,861,158

11,861,158

11,908,708

11,908,708

Derivatives

495,012

495,012

405,399

405,399

Derivative hedge liabilities

361,838

361,838

4,513,397

4,513,397

Total Other non-financial liabilities

263,997,002

271,042,079

258,969,209

254,088,815

Accounts payable - trade and other payables

166,117,378

166,117,378

166,203,620

166,203,620

Accounts payable to related companies

10,405,355

10,405,355

10,470,242

10,470,242

Total financial liabilities

440,519,735

447,564,812

435,643,071

430,762,677

 

 

 

The book value of current accounts receivable, cash and cash equivalents and other financial assets and liabilities are approximate fair value due to the short-term nature of such facilities. In the case of accounts receivable, due to the fact that any collection loss is already reflected in the impairment loss provision.

 

The fair value of non-derivative financial assets and liabilities that are not quoted in active markets are estimated through the use of discounted cash flows calculated on market variables observed as of the date of the financial statements. The fair value of derivative instruments is estimated through the discount of future cash flows, determined according to information observed in the market     or to variables and prices obtained from third parties.

 

b)     Financial instruments as per category:

 

 

As of December 31, 2012

Fair value with changes in income

Cash and cash equivalents, loans and accounts receivables

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Assets

 

 

 

 

Derivative financial instruments

153,223

-

65,541

218,764

Marketable securities and investments in other companies

1,227,251

-

-

1,227,251

Total others financial assets

1,380,474

-

65,541

1,446,015

Cash and cash equivalents

-

102,337,275

-

102,337,275

Accounts receivable – trade and other receivables (net)

-

204,570,870

-

204,570,870

Accounts receivable from to related companies

-

10,026,105

-

10,026,105

Total

1,380,474

316,934,250

65,541

318,380,265

 

 

 

F - 40


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

As of December 31, 2012

Fair value with changes in income

Hedge derivatives

Financial liabilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Liabilities

 

 

 

 

Bank borrowings

-

-

81,963,852

81,963,852

Bonds payable

-

-

152,835,990

152,835,990

Financial leases obligations

-

-

16,479,152

16,479,152

Deposits for return of bottles and containers

-

-

11,861,158

11,861,158

Derivative financial instruments

495,012

361,838

-

856,850

Total Others financial liabilities

495,012

361,838

263,140,152

263,997,002

Accounts payable - trade and other payables

-

-

166,117,378

166,117,378

Accounts payable to related companies

-

-

10,405,355

10,405,355

Total

495,012

361,838

439,662,885

440,519,735


As of December 31, 2011

Fair value with changes in income

Cash and cash equivaletns and Loans and accounts receivables

Hedge derivatives

Total

ThCh$

ThCh$

ThCh$

ThCh$

Assets

 

 

 

 

Derivative financial instruments

2,607,349

-

396,459

3,003,808

Marketable securities and investments in other companies

1,134,820

-

-

1,134,820

Total others financial assets

3,742,169

-

396,459

4,138,628

Cash and cash equivalents

-

178,065,758

-

178,065,758

Accounts receivable – trade and other receivables (net)

-

193,065,252

-

193,065,252

Accounts receivable from to related companies

-

10,314,799

-

10,314,799

Total

3,742,169

381,445,809

396,459

385,584,437

 

As of December 31, 2011

Fair value with changes in income

Hedge derivatives

Financial liabilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Liabilities

 

 

 

 

Bank borrowings

-

-

74,089,495

74,089,495

Bonds payable

-

-

151,973,634

151,973,634

Financial leases obligations

-

-

16,078,576

16,078,576

Deposits for return of bottles and containers

-

-

11,908,708

11,908,708

Derivative financial instruments

405,399

4,513,397

-

4,918,796

Total others financial liabilities

405,399

4,513,397

254,050,413

258,969,209

Accounts payable - trade and other payables

-

-

166,203,620

166,203,620

Accounts payable to related entities

-

-

10,470,242

10,470,242

Total

405,399

4,513,397

430,724,275

435,643,071

 

 

 

F - 41


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Derivative Instruments

 

The detail of maturities, number of derivative agreements, contracted nominal amounts, fair values and the classification of such derivative instruments as per type of agreement at the closing of each year is as follows:

 

 

 

As of December 31, 2012

As of December 31, 2011

Number Agreements

Nominal amounts thousand

Asset

Liability

Number Agreements

Nominal amounts thousand

Asset

Liability

ThCh$

ThCh$

ThCh$

ThCh$

Cross currency interest rate swaps USD/EURO

-

-

-

-

1

4,476

194,531

35,005

Less than a year

-

-

-

-

-

40

-

35,005

Between 1 and 5 years

-

-

-

-

1

4,436

194,531

-

Cross currency interest rate swaps USD/EURO

1

4,483

65,541

34,386

1

4,461

201,928

-

Less than a year

-

47

-

34,386

1

4,461

201,928

-

Between 1 and 5 years

1

4,436

65,541

-

-

-

-

-

Cross currency interest rate swaps USD/EURO

1

3,900

-

97,842

1

70,089

-

4,306,834

Less than a year

1

3,900

-

97,842

1

70,089

-

4,306,834

Cross interest rate swaps USD/USD

1

10,107

-

229,610

1

10,091

-

171,558

Less than a year

-

107

-

72,658

-

91

-

78,590

Between 1 and 5 years

1

10,000

-

156,952

1

10,000

-

92,968

Forwards USD

17

55,692

119,822

430,580

23

59,609

2,532,570

390,213

Less than a year

17

55,692

119,822

430,580

23

59,609

2,532,570

390,213

Forwards Euro

6

2,132

22,569

64,432

9

(57)

67,807

8,406

Less than a year

6

2,132

22,569

64,432

9

(57)

67,807

8,406

Forwards CAD

1

(2,740)

1,932

-

4

(2,480)

3,642

6,545

Less than a year

1

(2,740)

1,932

-

4

(2,480)

3,642

6,545

Forwards GBP

3

(1,432)

8,899

-

4

(1,438)

3,330

235

Less than a year

3

(1,432)

8,899

-

4

(1,438)

3,330

235

Total derivative instruments

30

 

218,763

856,850

44

 

3,003,808

4,918,796

 

 

These derivative agreements have been entered into as a hedge of exchange rate risk exposure. In the case of forwards, the Company does not comply with the formal requirements for hedging classification; consequently their effects are recorded in Income, in Other gain (loss), separately from the hedged item.

 

In the case of Cross Currency Interest Rate Swaps and the Cross Interest Rate Swap, these qualify as cash flow hedges  related to loans from Banco del Estado de Chile (debt ceded by BBVA S.A. New York Branch), Banco de Chile and Banco Scotiabank, see additional disclosures in Note 27

F - 42


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

 

As of December 31, 2012

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

ThCh$

Currency

ThCh$

ThCh$

Scotiabank

Interest rate and exchange rate fluctuation in loans

USD

1,872,482

EUR

1,970,324

(97,842)

03/26/2013

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

2,162,489

EUR

2,131,334

31,155

07/11/2016

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

4,875,173

USD

5,104,783

(229,610)

07/07/2016

 

               

As of December 31, 2011

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

ThCh$

Currency

ThCh$

ThCh$

Banco BBVA

Interest rate and exchange rate fluctuation in loans

USD

36,602,431

UF

40,909,265

(4,306,834)

11.23.2012

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

2,318,852

EUR

2,116,924

201,928

07.11.2012

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

2,341,092

EUR

2,181,566

159,526

07.11.2016

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

5,278,466

USD

5,450,024

(171,558)

07.07.2016

 

               

 

The Consolidated Statement of Other Comprehensive Income includes under the caption cash flow hedge, for the years ended December 31, 2012, 2011 and 2010, a debit after income taxes of ThCh$ 826,120, ThCh$ 239,524 and ThCh$ 429,445, respectively, relating to the fair value of the Cross Currency Interest Swap derivative instruments.

Fair value hierarchies

 

The financial instruments recorded at fair value in the Statement of Financial Position are classified as follows, depending on the method used to obtain their fair values:

 

Level 1                  Fair value obtained through direct reference to quoted market prices, without any adjustment.

 

Level 2                  Fair value obtained through the use of valuation models accepted in the market and based on prices different from those of Level 1, which may be directly or indirectly observed as of the measurement date (adjusted prices).

 

Level 3                  Fair value obtained through internally developed models or methodologies that use information which may not be observed or which is illiquid.

 

 

 

 

 

 

 

 

 

F - 43


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The fair value of financial facilities recorded at fair value in the Statement of Financial Position, are as follows:

 

 

As of December 31, 2012

Recorded Fair Value

Fair Value Hierarchy

ThCh$

Level 1

Level 2

Level 3

ThCh$

ThCh$

ThCh$

Derivative financial instruments

153,222

-

153,222

-

Market securities and investments in other companies

1,227,251

1,227,251

-

-

Derivative hedge assets

65,541

-

65,541

-

Fair value financial assets

1,446,014

1,227,251

218,763

-

Derivative hedge liabilities

361,838

-

361,838

-

Derivative financial instruments

495,012

-

495,012

-

Fair value financial liabilities

856,850

-

856,850

-

 

 

 

 

 

 

 

As of December 31, 2011

Recorded Fair Value

Fair Value Hierarchy

ThCh$

Level 1

Level 2

Level 3

ThCh$

ThCh$

ThCh$

Derivative financial instruments

2,607,349

-

2,607,349

-

Market securities and investments in other companies

1,134,820

1,134,820

-

-

Derivative hedge assets

396,459

-

396,459

-

Fair value financial assets

4,138,628

1,134,820

3,003,808

-

Derivative hedge liabilities

4,513,397

-

4,513,397

-

Derivative financial instruments

405,399

-

405,399

-

Fair value financial liabilities

4,918,796

-

4,918,796

-

 

 

 

 

 

         

 

During year ended as of December 31, 2012, the Company has not made any significant instrument transfer between levels 1 and 2.

Credit Quality of financial assets

 

The Company uses two credit assessment systems for its clients: a) Clients with loan insurance are assessed according to the external risk criteria (trade reports, non-compliance and protested documents that are available in the local market), payment capability and equity situation required by the insurance company to grant a loan coverage; b) All other the clients are assessed through an ABC risk model, which considers internal risk (non-compliance and protested documents), external risk (trade reports, non-compliance and protested documents that  are available in the local market) payment capacity and equity situation. The uncollectible rate during the last two years has not been significant.

 

 

 

F - 44


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 7 Financial Information as per operating segments

 

The Company’s operations are presented in six operating segments, with corporate expense presented separately. The accounting policies used for each segment are the same as those used in the Consolidated Financial Statements described in Note 2.3

 

 

Segment

Operations included in the segments

Beer Chile

Cervecera CCU Chile Ltda. and Compañía Cervecera Kunstmann S.A.

CCU Argentina

CCU Argentina S.A., Compañía Industrial Cervecera S.A., Doña Aída S.A. and Don Enrique Pedro S.A.

Non alcoholic

Embotelladoras Chilenas Unidas S.A. , Aguas CCU-Nestlé Chile S.A. and Vending CCU Ltda.

Wine

Viña San Pedro Tarapacá S.A.

Spirits

Compañía Pisquera de Chile S.A.

Others (*)

UES and UAC

 

(*) UES: Strategic Service Units: Transportes CCU Limitada, Comercial CCU S.A. and Fábrica de Envases Plásticos S.A.

 

UAC: Corporate Support Units located in the Parent Company.

 

In addition this segment presents the elimination of transactions between segments.

 
   

 

The Company’s operations are carried out primarily in Chile and Argentina, the latter includes exclusively segments of beers, cider and wines in the domestic market sales. The rest of the segments operate only in Chile.

 

The Company does not have any customers representing more than 10% of consolidated revenues.

 

The detail of the segments is presented in the following tables.

F - 45


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Information as per operating segments for the year ended as of December 31, 2012 and 2011:

 

 

 

Beer Chile

CCU Argentina

Non alcoholic

Wines

Spirits

Others

Total

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

316,545,195

309,286,574

246,140,112

216,194,072

287,312,904

243,329,756

144,593,467

132,933,733

62,055,212

49,360,939

5

-

1,056,646,895

951,105,074

Other income

3,739,080

3,208,076

4,777,057

4,488,308

1,222,039

1,226,330

4,642,408

5,390,734

1,403,545

492,143

3,258,870

3,640,006

19,042,999

18,445,597

Sales revenue between segments

559,331

521,953

78,860

220,708

3,597,936

3,953,248

321,491

23,820

93,569

1,082,518

(4,651,187)

(5,802,247)

-

-

Net sales

320,843,606

313,016,603

250,996,029

220,903,088

292,132,879

248,509,334

149,557,366

138,348,287

63,552,326

50,935,600

(1,392,312)

(2,162,241)

1,075,689,894

969,550,671

 

Change %

2.5

-

13.6

-

17.6

-

8.1

-

24.8

-

-

-

10.9

 

Cost of Sales

(130,587,289)

(122,416,520)

(97,711,455)

(91,236,912)

(138,906,303)

(123,713,022)

(95,634,950)

(89,849,938)

(38,864,930)

(29,153,030)

8,617,680

8,507,887

(493,087,247)

(447,861,536)

 

% of Net sales

40.7

39.1

38.9

41.3

47.5

49.8

63.9

64.9

61.2

57.2

-

-

45.8

46.2

Gross Margin

190,256,317

190,600,083

153,284,574

129,666,176

153,226,576

124,796,312

53,922,416

48,498,349

24,687,396

21,782,570

7,225,368

6,345,646

582,602,647

521,689,135

MSD&A (1)

(105,512,857)

(97,195,786)

(125,399,631)

(100,412,990)

(107,666,627)

(88,697,801)

(43,175,330)

(40,241,921)

(18,516,311)

(15,591,794)

(4,972,009)

(6,867,078)

(405,242,765)

(349,007,370)

 

% of Net sales

32.9

31.1

50.0

45.5

36.9

35.7

28.9

29.1

29.1

30.6

-

-

37.7

36.0

Other operating income (expenses)

358,389

678,693

296,946

(52,044)

(213,583)

1,041,356

306,013

2,165,898

1,601,331

192,244

1,479,233

3,204,267

3,828,329

7,230,414

Operating Result before Exceptional Items (EI)

85,101,849

94,082,990

28,181,889

29,201,142

45,346,366

37,139,867

11,053,099

10,422,326

7,772,416

6,383,020

3,732,592

2,682,835

181,188,211

179,912,179

 

Change %

(9.5)

-

(3.5)

-

22.1

-

6.1

-

21.8

-

-

-

0.7

 
 

% of Net sales

26.5

30.1

11.2

13.2

15.5

14.9

7.4

7.5

12.2

12.5

-

-

16.8

18.6

Exceptional items (EI) (2)

-

5,328,789

-

(384,107)

-

1,235,685

-

6,467,220

-

307,071

-

(49,284)

-

12,905,374

Operating Result (3)

85,101,849

99,411,779

28,181,889

28,817,035

45,346,366

38,375,552

11,053,099

16,889,546

7,772,416

6,690,091

3,732,592

2,633,551

181,188,211

192,817,553

 

Change %

(14.4)

 

(2.2)

 

18.2

 

(34.6)

 

16.2

-

-

-

(6.0)

 
 

% of Net sales

26.5

31.8

11.2

13.0

15.5

15.4

7.4

12.2

12.2

13.1

-

-

16.8

19.9

Net financial expense

-

-

-

-

-

-

-

-

-

-

-

-

(9,362,207)

(7,324,356)

Equity and income of joint venture

-

-

-

-

-

-

-

-

-

-

-

-

(177,107)

(698,253)

Foreign currency exchange differences

-

-

-

-

-

-

-

-

-

-

-

-

(1,002,839)

(1,078,604)

Results as per adjustment units

-

-

-

-

-

-

-

-

-

-

-

-

(5,057,807)

(6,728,451)

Other gains (losses)

-

-

-

-

-

-

-

-

-

-

-

-

(4,478,021)

3,010,058

Income before taxes

-

-

-

-

-

-

-

-

-

-

-

-

161,110,230

179,997,947

Income taxes

-

-

-

-

-

-

-

-

-

-

-

-

(37,133,330)

(45,195,746)

Income of year

-

-

-

-

-

-

-

-

-

-

-

-

123,976,900

134,802,201

Non-controlling interests

-

-

-

-

-

-

-

-

-

-

-

-

9,544,167

12,050,607

Net income attributable to equity holders of the parent

-  

-

-

-

-

-

-

-

-

-

-

-

114,432,733

122,751,594

Depreciation and amortization

19,256,773

16,165,010

6,939,340

5,897,854

11,965,428

10,427,300

6,566,207

6,418,774

2,063,116

1,877,002

7,969,256

6,996,063

54,760,120

47,782,003

ORBDA before EI

104,358,622

110,248,000

35,121,229

35,098,996

57,311,794

47,567,167

17,619,306

16,841,100

9,835,532

8,260,022

11,701,848

9,678,898

235,948,331

227,694,182

 

Change %

(5.3)

-

0.1

-

20.5

-

4.6

-

19.1

-

-

-

3.6

-

 

% of Net sales

32.5

35.2

14.0

15.9

19.6

19.1

11.8

12.2

15.5

16.2

-

-

21.9

23.5

ORBDA (4)

104,358,622

115,576,789

35,121,229

34,714,889

57,311,794

48,802,852

17,619,306

23,308,320

9,835,532

8,567,093

11,701,848

9,629,614

235,948,331

240,599,556

 

Change %

(9.7)

-

1.2

-

17.4

-

(24.4)

-

14.8

-

-

-

(1.9)

 
 

% of Net sales

32.5

36.9

14.0

15.7

19.6

19.6

11.8

16.8

15.5

16.8

-

-

21.9

24.8

 

(1) MSD&A, included Marketing, Selling, Distribution and Administrative expenses

(2) The Company has considered this result as a Exceptional items (EI) related to earthquake insurance compensation for an amount of ThCh$ 13,289,481 (Note 12) and restructuring charges of cider business in Argentina for an amount of ThCh$ 384,107, both figures for the year 2011.

(3) Operating result (For management purposes we have defined as earnings before other gains (losses), net financial expense, equity and income of joint venture, foreign currency exchange differences, result as per adjustment units and income taxes).

(4) ORBDA (For management purpose we have defined as Operating Result before Depreciation and Amortization).

                               

 

         

 

 

F - 46


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Information as per operating segments for the year ended as of December 31, 2011 and 2010:

 

 

 

Beer Chile

CCU Argentina

Non alcoholic

Wines

Spirits

Others

Total

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

309,286,574

283,448,500

217,024,984

151,951,892

243,329,756

218,841,014

132,933,733

125,789,685

49,360,939

40,596,038

(830,913)

-

951,105,073

820,627,129

Other income

3,208,076

2,924,908

3,657,396

2,227,059

1,226,330

1,152,031

5,390,734

6,483,603

492,143

1,183,682

4,470,919

3,659,915

18,445,598

17,631,198

Sales revenue between segments

521,953

1,607,870

220,708

2,184,291

3,953,248

3,482,580

23,820

19,228

1,082,518

1,437,904

(5,802,247)

(8,731,873)

-

-

Net sales

313,016,603

287,981,278

220,903,088

156,363,242

248,509,334

223,475,625

138,348,287

(132,292,516)

50,935,600

43,217,624

(2,162,241)

(5,071,958)

969,550,671

838,258,327

 

Change %

8.7

-

41.3

-

11.2

-

4.6

-

17.9

-

-

-

15.7

-

Cost of Sales

(122,416,520)

(113,816,292)

(91,236,912)

(66,542,994)

(123,713,022)

(106,397,800)

(89,849,938)

(83,875,956)

(29,153,030)

(22,621,716)

8,507,887

11,709,998

(447,861,535)

(381,544,760)

 

% of Net sales

39.1

39.5

41.3

42.6

49.8

47.6

64.9

63.4

57.2

52.3

-

-

46.2

45.5

Gross Margin

190,600,083

174,164,986

129,666,176

89,820,248

124,796,312

117,077,825

48,498,349

48,416,560

21,782,570

20,595,908

6,345,646

6,638,040

521,689,136

456,713,567

MSD&A (1)

(97,195,786)

(89,203,343)

(100,412,990)

(68,006,318)

(88,697,801)

(83,171,823)

(40,241,921)

(38,371,656)

(15,591,794)

(14,368,401)

(6,867,078)

(7,964,195)

(349,007,370)

(301,085,736)

 

% of Net sales

31.1

31.0

45.5

43.5

35.7

37.2

29.1

29.0

30.6

33.2

-

-

36.0

31.1

Other operating income (expenses)

678,693

332,914

(52,044)

214,423

1,041,356

299,155

2,165,898

210,669

192,244

181,860

3,204,267

232,786

7,230,414

1,471,807

Operating Result before Exceptional Items (EI)

94,082,990

85,294,557

29,201,142

22,028,353

37,139,867

34,205,157

10,422,326

10,255,573

6,383,020

6,409,367

2,682,835

(1,093,369)

179,912,180

157,099,638

 

Change %

10.3

-

32.6

-

8.6

-

1.6

-

(0.4)

-

-

-

14.5

-

 

% of Net sales

30.1

29.6

13.2

14.1

14.9

15.3

7.5

7.8

12.5

14.8

-

-

18.6

18.7

Exceptional items (EI) (2)

5,328,789

-

(384,107)

-

1,235,685

-

6,467,220

-

307,071

-

(49,284)

6,790,933

12,905,374

6,790,933

Operating Result (3)

99,411,779

85,294,557

28,817,035

22,028,353

38,375,552

34,205,157

16,889,546

10,255,573

6,690,091

6,409,367

2,633,551

5,697,564

192,817,554

163,890,571

 

Change %

16.6

 

30.8

 

12.2

 

64.7

 

4.4

 

-

-

17.7

 
 

% of Net sales

31.8

29.6

13.0

14.1

15.4

15.3

12.2

7.8

13.1

14.8

-

-

19.9

19.6

Net financial expense

-

-

-

-

-

-

-

-

-

-

-

-

(7,324,356)

(8,285,580)

Equity and income of joint venture

-

-

-

-

-

-

-

-

-

-

-

-

(698,253)

(683,652)

Foreign currency exchange differences

-

-

-

-

-

-

-

-

-

-

-

-

(1,078,604)

(1,400,700)

Results as per adjustment units

-

-

-

-

-

-

-

-

-

-

-

-

(6,728,451)

(5,075,841)

Other gains (losses)

-

-

-

-

-

-

-

-

-

-

-

-

3,010,058

(654,683)

Income before taxes

-

-

-

-

-

-

-

-

-

-

-

-

179,997,948

147,790,115

Income taxes

-

-

-

-

-

-

-

-

-

-

-

-

(45,195,746)

(27,853,445)

Income of year

-

-

-

-

-

-

-

-

-

-

-

-

134,802,202

119,936,670

Non-controlling interests

-

-

-

-

-

-

-

-

-

-

-

-

12,050,607

9,237,155

Net income attributable to equity holders of the parent

-

-

-

-

-

-

-

-

-

-

-

-

122,751,595

110,699,515

Depreciation and amortization

16,165,010

15,746,565

5,897,854

4,850,511

10,427,300

9,617,800

6,418,774

6,471,661

1,877,002

1,671,960

6,996,063

6,842,322

47,782,003

45,200,819

ORBDA before EI

110,248,000

101,041,122

35,098,996

26,878,864

47,567,167

43,822,957

16,841,100

16,727,234

8,260,022

8,081,327

9,678,898

5,748,953

227,694,183

202,300,457

 

Change %

9.1

-

30.6

-

8.5

-

0.7

-

2.2

-

-

-

12.6

-

 

% of Net sales

35.2

35.1

15.9

17.2

19.1

19.6

12.2

12.6

16.2

18.7

-

-

23.5

24.1

ORBDA (4)

115,576,789

101,041,122

34,714,889

26,878,864

48,802,852

43,822,957

23,308,320

16,727,234

8,567,093

8,081,327

9,629,614

12,539,886

240,599,557

209,091,390

 

Change %

14.4

-

29.2

-

11.4

-

39.3

-

6.0

-

-

-

15.1

-

 

% of Net sales

36.9

35.1

15.7

17.2

19.6

19.6

16.8

12.6

16.8

18.7

-

-

24.8

24.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) MSD&A, included Marketing, Selling, Distribution and Administrative expenses

                       

(2) The Company has considered this result as a Exceptional items (EI) related to earthquake insurance compensation for an amount of ThCh$ 13,289,481 (Note 12) and restructuring charges of cider business in Argentina for an amount of ThCh$ 384,107, both figures for the year 2011 and ThCh$ 6,790,933 for the year 2010, related to the sale of land in Perú (Note 13).

(3) Operating result (For management purposes we have defined as earnings before other gains (losses), net financial expense, equity and income of joint venture, foreign currency exchange differences, result as per adjustment units and income taxes).

   

(4) ORBDA (For management purpose we have defined as Operating Result before Depreciation and Amortization).

                               

 

 

 

F - 47


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Sales information by geographic location

 

 

Net sales per geographical location

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Chile

816,748,846

739,131,946

671,601,022

Argentina

258,941,048

230,418,725

166,657,305

Total

1,075,689,894

969,550,671

838,258,327

       

 

See distribution of domestic and exports revenues in Note 9

 

Depreciation and amortization as per segment

 

 

Property, plant and equipment depreciation and amortization of software

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Beer Chile

19,256,773

16,165,010

15,746,565

CCU Argentina

6,939,340

5,897,854

4,850,511

Non alcoholic

11,965,428

10,427,300

9,617,800

Wine

6,566,207

6,418,774

6,471,661

Spirits

2,063,116

1,877,002

1,671,960

Others (1)

7,969,256

6,996,063

6,842,322

Total

54,760,120

47,782,003

45,200,819

(1) Other includes depreciation and amortization corresponding to the Corporate Support Units and Strategic Service Units.

 

Capital expenditures as per segment


 

Capital expenditures (property, plant and equipment and software additions)

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Beer Chile

23,220,813

23,504,694

28,929,985

CCU Argentina

26,945,555

13,994,020

9,483,055

Non alcoholic

27,659,048

14,758,599

15,347,030

Wine

9,137,730

8,309,162

4,115,074

Spirits

1,844,317

1,030,063

828,196

Others (1)

28,838,059

16,250,389

5,692,824

Total

117,645,522

77,846,927

64,396,164

(1) Other includes the capital investments corresponding to the Corporate Support Units and Strategic Service Units.

 

 

F - 48


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Assets per segment

 

Assets per segment

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Beer Chile

243,325,487

238,807,609

CCU Argentina

164,191,856

165,731,024

Non alcoholic

196,286,454

175,730,472

Wine

270,696,952

270,024,508

Spirits

67,168,488

58,743,558

Others (1)

384,778,503

389,327,339

Total

1,326,447,740

1,298,364,510

(1) Other includes goodwill and the assets corresponding to the Corporate Support Units and Strategic Service Units.

 

Assets per geographic location

 

 

Assets per geographical location

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Chile

1,114,620,964

1,116,359,416

Argentina

211,826,776

182,005,094

Total

1,326,447,740

1,298,364,510

 

 

 

F - 49


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Segment’s additional information

 

The Consolidated Statement of Income classified according to the Company’s operations management is as follows:

 

Consolidated Statement of Income

Notes

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Net sales

 

1,056,646,895

951,105,074

820,627,129

Other income

 

19,042,999

18,445,597

17,631,198

Net sales

9

1,075,689,894

969,550,671

838,258,327

 

Change %

 

10.9

15.7

-

Cost of sales

 

(493,087,247)

(447,861,536)

(381,544,760)

 

% of net sales

 

45.8

46

46

Gross margin

582,602,647

521,689,135

456,713,567

MSD&A (1)

 

(405,242,765)

(349,007,370)

(301,085,736)

 

% of net sales

 

37.7

36.0

31.1

Other operating income (expenses)

 

3,828,329

7,230,414

1,471,807

Operating result before exceptional items (EI)

181,188,211

179,912,179

157,099,638

 

Change %

 

0.71

14.5

 

 

% of net sales

 

16.8

18.6

18.7

Exceptional items (EI) (2)

 

-

12,905,374

6,790,933

Operating result (3)

181,188,211

192,817,553

163,890,571

 

Change %

 

(6.0)

17.7

-

 

% of net sales

 

16.8

19.9

19.6

Net financial expense

11

(9,362,207)

(7,324,356)

(8,285,580)

Equity and income of joint venture

19

(177,107)

(698,253)

(683,652)

Foreign currency exchange differences

11

(1,002,839)

(1,078,604)

(1,400,700)

Result as per adjustment units

11

(5,057,807)

(6,728,451)

(5,075,841)

Other gains (losses) net

13

(4,478,021)

3,010,058

(654,683)

Income before taxes

161,110,230

179,997,947

147,790,115

Income taxes

26

(37,133,330)

(45,195,746)

(27,853,445)

Net income of year

123,976,900

134,802,201

119,936,670

Non-controlling interests

32

9,544,167

12,050,607

9,237,155

Equity holders of the parent

114,432,733

122,751,594

110,699,515

Depreciation and amortization

54,760,120

47,782,003

45,200,819

ORBDA before EI

235,948,331

227,694,182

202,300,457

 

Change %

 

3.6

12.6

-

 

% of net sales

 

21.9

23.5

24.1

ORBDA (4)

235,948,331

240,599,556

209,091,390

 

Change %

 

(1.9)

15.1

-

 

% of net sales

 

21.9

24.8

24.9

 

 

 

 

 

 

See definition of (1), (2), (3) and (4) in information as per operating segment.

       
           

 

 

 

F - 50


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Information per segments of joint ventures

 

The Company’s Management reviews the financial position and the operating results of all its joint ventures described in Note 19. The information that appears below relates to 100% joint ventures: Viña Valles de Chile S.A. (wine segment), Cervecería Austral S.A. (beer segment) and Foods Compañía de Alimentos CCU S.A. (foods segment), which represents the figures that have not been consolidated in the Company’s financial statements as joint ventures are accounted for under the equity method, as explained in Note 2.2

 

The figures for 100% each entity in summary form are as follows:

 

 

As of December 31, 2012

As of December 31, 2011

As of December 31, 2010

 

Valles de Chile S.A. (1)

Cervecería Austral S.A. (1)

Foods S.A.

Valles de Chile S.A. (1)

Cervecería Austral S.A. (1)

Foods S.A.

Valles de Chile S.A. (1)

Cervecería Austral S.A. (1)

Foods S.A.

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Net sales

-

6,633,014

20,529,548

5,249,831

6,742,979

18,963,856

5,102,297

6,178,320

17,941,651

Operating results

-

91,569

(413,580)

(1,611,372)

319,065

301,086

(931,429)

348,364

(872,545)

Income of year

-

95,114

(449,925)

(1,251,395)

260,699

(381,620)

(970,088)

304,816

(712,806)

Capital expenditures

-

703,445

1,009,462

281,811

694,159

1,530,179

1,013,222

668,497

1,282,212

Depreciation and amortization

-

(358,850)

(922,112)

(625,161)

(312,912)

(659,743)

(540,138)

(233,909)

(555,991)

Current assets

-

3,159,893

8,364,951

-

3,010,585

7,912,917

6,119,442

3,482,610

7,211,427

Non-current assets

-

4,270,639

27,321,395

-

3,864,213

27,263,481

13,533,153

3,368,334

26,194,670

Current liabilities

-

1,582,482

9,709,334

-

1,120,721

9,109,055

4,642,625

1,217,929

7,083,095

Non-current liabilities

-

231,159

727,260

-

205,455

367,666

481,547

202,752

241,705

 

 

 

 

 

 

 

 

 

 

                   

(1) See Note 19

 

Note 8 Business Combinations

 

a) Doña Aída S.A. and Don Enrique Pedro S.A.

 

Year 2010 and 2011 Acquisitions

 

On December 27, 2010, the following acquisitions of shares were executed through the subsidiary Compañía Industrial Cervecera S.A. (CICSA): (a) 71.456% of the shares and voting rights of Doña Aida S.A., which also owns 49.777% of Sáenz Briones & Cía. S.A.I.C. y C; (b) 71.467% of the shares and voting rights of Don Enrique Pedro S.A., which also owns 99.968% of Sidra La Victoria S.A., and (c) 0.4377% of the shares and voting rights of Sáenz Briones & Cía. S.A.I.C. y C., as a consequence CICSA became 50.215% owner of this last company.

 

On April 6, 2011, CICSA made an additional purchase of shares of 14.272% of Doña Aída S.A. and 14.2667% of Don Enrique Pedro S.A., through its subsidiary Compañía Industrial Cervecera S.A. (CICSA). As a consequence, CICSA became the owner of 85.728% and 85.734%, respectively, of these subsidiaries.

 

Subsequently, on September 20, 2011, CICSA, acquired the remaining percentage of the equity rights of Doña Aída S.A. and Don Enrique Pedro S.A. As a consequence CICSA became the owner of 100% of those subsidiaries. During December 2011, CICSA sold 5% of Doña Aida S.A. and Don Enrique Pedro S.A to CCU Argentina.

 

The Company disbursed for these transaction a total amount of ThCh$ 9,157,728 (ThCh$ 3,023,219 in 2011 and
ThCh$ 6,134,509 in 2010).

 

At the date of issue of these consolidated financial statements, fair values of assets, liabilities and contingent liabilities have been determined resulting in goodwill and intangible assets (See Note 20 and 21). 

 

It is expected that the acquisition of these companies increases their productive capacities, through the expansion of their productive assets, growth in market share through the various brands market and participation in local and foreign markets, as well as operational improvements as a result of synergies obtained in the operational and administrative functions.

F - 51


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

b) Viña Valles de Chile S.A.

 

In the month of December 2011, Viña Valles de Chile S.A. became a subsidiary of Viña San Pedro Tarapacá S.A. as described in Note 19

 

Year 2012 Acquisitions

 

As explained in Note 18, the Company has made a business combination during 2012.

 

 

Note 9 Net Sales

 

Net sales distributed between domestic and export, are as follows:


 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Domestic sales

980,795,179

877,824,070

749,160,413

Exports sales

94,894,715

91,726,601

89,097,914

Total

1,075,689,894

969,550,671

838,258,327

 

Note 10 Nature of costs and expenses

 

Operational costs and expenses grouped by natural classification are as follows:

 

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Raw material cost

361,570,855

327,626,307

275,058,113

Materials and maintenance expense

27,740,998

25,709,929

23,901,442

Personal expense (1)

128,161,486

114,803,745

99,874,443

Transportation and distribution

154,488,838

123,422,050

103,311,030

Advertising and promotion expense

75,977,235

70,028,455

63,734,869

Lease expense

10,985,054

8,345,266

6,825,701

Energy expense

27,713,998

25,932,251

19,796,334

Depreciation and amortization

54,760,120

47,782,003

45,200,819

Other expenses

58,687,671

54,395,399

45,887,941

Total

900,086,255

798,045,405

683,590,692

       

(1)  See Note 31 Employee benefits.

F - 52


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 11 Financial results

 

The financial income composition is as follows:

 

 

Financial Results

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Financial income

7,692,672

7,086,555

2,383,007

Financial cost

(17,054,879)

(14,410,911)

(10,668,587)

Foreign currency exchange differences

(1,002,839)

(1,078,604)

(1,400,700)

Result as per adjustment units

(5,057,807)

(6,728,451)

(5,075,841)

Total

(15,422,853)

(15,131,411)

(14,762,121)

 

 

Note 12 Other income by function

 

The detail of other income by function is as follows:

 

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Earthquake insurance compensation (1)

-

13,289,481

-

Others

5,584,572

8,022,806

2,432,003

Total

5,584,572

21,312,287

2,432,003

 

(1)   Earthquake insurance compensation

 

        As of December 31, 2010 the insurance claim process related to the damages caused by the earthquake of February 27, 2010, was still on going. The final liquidator´s report and its subsequent ratification by the parties were pending.

 

        As of December 31, 2010, the recovery of ThCh$ 27,315,436 related to the recorded book value of assets damaged and expenses incurred was considered to be virtually certain under IAS 37 by the Company.

 

        Of this amount, ThCh$ 21,721,759 was received in cash from the insurance company at December 31, 2010 and reflected in cash flow from operating activities. Additionally, ThCh$ 5,593,677 was recorded as an account receivable based on a confirmation from the insurance company, amount that was collected in the year 2011, when the insurance claims process was completed. At the date of such final settlement the total amount of the book value of the damaged assets and expenses incurred was ThCh$ 30,188,980, receiving a total compensation for ThCh$ 43,617,835, of which ThCh$ 21,896,076 was received during the year 2011 (See Note 14). 

 

        As a result of it, a net positive effect of ThCh$ 13,289,481 was recorded in the Statement of Income during the year ended December 31, 2011. This result, which is an exceptional item one, includes compensation for the following:

         

1.     ThCh$ 8,481,854 as compensation for a)  the excess of net selling price over the cost basis for finished goods destroyed in the earthquake, and  b) business interruption.

 

2.     ThCh$ 4,807,627 as compensation for the excess of the replacement value over the cost basis for machinery and equipment.

 

 

F - 53


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 13 Other Gain and Loss

 

The detail of other gain (loss) items is as follows:

 

 

Other gain and (loss)

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Result on sale of land (Perú) (*)

-

-

6,790,933

Results derivative contracts

(4,030,484)

2,459,262

(1,048,194)

Marketable securities to fair value

92,469

(227,034)

392,018

Other

(540,006)

777,830

1,493

Total

(4,478,021)

3,010,058

6,136,250

(*) For purposes of financial information as per operating segment (Note 7), the Company has considered these results as   Exceptional   Item (EI).

 

 

Note 14   Cash and cash equivalents

 

Cash and cash equivalent balances were as follows:

 

 

As of December 31, 2012

As of December 31, 2011

As of December 31, 2010

ThCh$

ThCh$

ThCh$

Cash

11,015

136,754

2,839,227

Overnight deposits

1,119,358

308,625

399,249

Bank balances

44,411,396

22,955,522

26,086,086

Time deposits

9,454,130

100,723,260

45,788,575

Investments in mutual funds

-

104,926

2,341,329

Securities purchased under resale agreements

47,341,376

53,836,671

74,202,786

Total

102,337,275

178,065,758

151,657,252

       

The currency composition of cash and cash equivalents at December 31, 2012, is as follows:

 

As of December 31, 2012

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

10,659

-

356

-

-

-

11,015

Overnight deposits

1,119,358

-

-

-

-

-

1,119,358

Bank balances

26,813,548

-

412,941

303,571

16,847,635

33,701

44,411,396

Time deposits

8,892,234

-

561,896

-

-

-

9,454,130

Securities purchased under resale agreements

47,341,376

-

-

-

-

-

47,341,376

Total

84,177,175

-

975,193

303,571

16,847,635

33,701

102,337,275

 

 

 

F - 54


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The currency composition of cash and cash equivalents at December 31, 2011, is as follows:

 

 

As of December 31, 2011

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

136,711

-

43

-

-

-

136,754

Overnight deposits

308,625

-

-

-

-

-

308,625

Bank balances

19,190,647

-

2,685,721

141,146

936,632

1,375

22,955,521

Time deposits

81,865,113

18,963,052

-

-

-

-

100,828,165

Investments in mutual funds

-

-

-

-

22

-

22

Securities purchased under resale agreements

53,836,671

-

-

-

-

-

53,836,671

Total

155,337,767

18,963,052

2,685,764

141,146

936,654

1,375

178,065,758

               

The composition of cash and cash equivalents at December 31, 2010, is as follows:

As of December 31, 2010

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

2,838,888

-

339

-

-

-

2,839,227

Overnight deposits

399,249

-

-

-

-

-

399,249

Bank balances

17,586,208

-

375,541

1,361,211

6,736,375

23,812

26,083,147

Time deposits

31,148,748

14,642,766

-

-

-

-

45,791,514

Investments in mutual funds

2,341,329

-

-

-

-

-

2,341,329

Securities purchased under resale agreements

74,202,786

-

-

-

-

-

74,202,786

Total

128,517,208

14,642,766

375,880

1,361,211

6,736,375

23,812

151,657,252

 

The total accumulated cash flows paid in business combinations are as follow:

 

 

As of December 31,

2,012

2011

2010

ThCh$

ThCh$

ThCh$

 

 

 

 

Total paid for business acquisitions:

Amount paid in cash and cash equivalents for business acquisitions (1)

(19,521,946)

(3,257,272)

(10,646,456)

Total

(19,521,946)

(3,257,272)

(10,646,456)

       

(1) Corresponds to the purchase of Marzurel S.A, Milotur S.A. and Coralina S.A. (See Note 18), Manantial (See Note 18) and Doña Aída S.A. and Don Enrique Pedro S.A. in 2011 and 2010 (See Note 8).  

As of December 31, 2011, in the Consolidated Statement of Cash Flow, in Operational Activities, under the heading “Other cash movements” the total amount of ThCh$ 8,936,842 includes the amount of ThCh$ 15,506,731 related to the final compensation received by losses of inventories and interruption of the operational activities (ThCh$ 21,721,759 in 2010 related to partial compensation).

 

In addition, as of December 31, 2012, in Investing Activities, under the heading "Other cash movements" the amount shown of ThCh$ 6,389,344, is related to the final compensation received for destruction of machinery and equipment from the insurance companies related to the earthquake (See Note 12). 

 

Therefore, cash included in the cash flow statement in 2011 related to the earthquake as mentioned in the previous two paragraphs, is ThCh$ 21,896,076 (See Note 12). 

 

Additionally, as of December 31, 2011, within “Cash Flow from Financing Activities”, under the heading “Other cash movements" for a total amount of ThCh$ 15,096,775, is forming part ThCh$ 11,268,125 corresponding to the prepayment of the Serie A Bonds (See Note 27).  

 

As of December 31, 2012, in the Consolidated Statement of Cash Flow, in Financing Activities, under the heading “Payments from changes in ownership interests in subsidiaries", the amount shown of  ThCh$ 12,521,899 is related to the purchase of additional shares of the subsidiary Viña San Pedro Tarapacá S.A. (Note 1, paragraph 4)

F - 55


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

 

Note 15 Accounts receivables – Trade and other receivables

 

The accounts receivables – trade and other receivables were as follows:


 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Accounts receivables

   

Beer Chile

34,240,155

33,319,709

CCU Argentina

43,837,015

36,729,359

Non-alcoholic

27,386,073

25,403,484

Wine

37,944,826

40,814,420

Spirits

13,050,238

11,875,387

Others

38,353,266

36,211,981

Other accounts receivable

15,396,835

13,426,269

Impairment loss estimate

(5,637,538)

(4,715,357)

Total

204,570,870

193,065,252

     

 

The Company’s accounts receivable are denominated in the following currencies:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Chilean Peso

128,498,015

123,527,377

Argentine Peso

46,422,310

39,724,238

US Dollar

20,142,827

19,274,307

Euro

6,973,740

7,960,667

Unidad de Fomento

103,408

106,795

Other currencies

2,430,570

2,471,868

Total

204,570,870

193,065,252

 

 

F - 56


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The detail of the accounts receivable maturities as of December 31, 2012, is as follows:

 

 

 

Total

Current Balance

Overdue Balances

0 to 3 months

3 to 6 month

6 to 12 month

More than 12 months

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Accounts receivables:

       

 

 

Beer Chile

34,240,155

31,761,325

1,561,732

300,944

366,185

249,969

CCU Argentina

43,837,015

36,994,466

5,833,134

304,199

529,073

176,143

Non alcoholic

27,386,073

24,680,075

1,282,518

543,269

285,845

594,366

Wine

37,944,826

32,384,595

4,347,028

804,473

205,511

203,219

Spirits

13,050,238

11,698,263

1,079,484

54,392

55,135

162,964

Others (1)

38,353,266

31,351,626

4,884,814

623,745

226,507

1,266,574

Other accounts receivable

15,396,835

15,296,586

-

-

-

-

Sub Total

210,208,408

184,267,185

18,988,710

2,631,022

1,668,256

2,653,235

Impairment loss estimate

(5,637,538)

-

(761,880)

(966,986)

(1,306,619)

(2,602,053)

Total

204,570,870

184,166,936

18,226,830

1,664,036

361,637

51,182

             

(1) Primarily includes Comercial CCU S.A. which makes sales multiclass on behalf of Cervecera CCU Chile, ECUSA, CPCh, VSPT and Foods.

 

The detail of the accounts receivable maturities as of December 31, 2011, is as follows:

 

 

 

Total

Current Balance

Overdue Balances

0 to 3 months

3 to 6 month

6 to 12 month

More than 12 months

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Accounts receivables:

       

 

 

Beer Chile

33,319,709

30,729,737

1,521,732

235,703

243,458

589,079

Beer Argentina

36,729,359

25,632,766

9,077,029

491,467

1,397,434

130,663

Non alcoholic

25,403,484

22,845,949

793,297

447,871

530,796

785,571

Wine

40,814,420

34,339,230

5,420,555

211,730

294,281

548,624

Spirits

11,875,387

10,987,890

643,235

37,580

54,540

152,142

Others (1)

36,211,981

31,989,378

2,260,629

827,980

389,600

744,394

Other accounts receivable

13,426,269

13,426,269

-

-

-

-

Sub Total

197,780,609

169,951,219

19,716,477

2,252,331

2,910,109

2,950,473

Impairment loss estimate

(4,715,357)

-

(176,711)

(324,185)

(1,800,777)

(2,413,684)

Total

193,065,252

169,951,219

19,539,766

1,928,146

1,109,332

536,789

             

(1) Primarily includes Comercial CCU S.A. which makes sales multiclass on behalf of Cervecera CCU Chile, ECUSA, CPCh, VSPT and Foods.

 

The Company markets its products through retail, wholesale clients, chains and supermarkets.

 

As of December 31, 2012, the accounts receivable from the three most important supermarket chains in Chile and Argentina represent 29% (29% in 2011) of the total accounts receivable.

 

As indicated in the Risk management note (Note 5), for Credit Risk purposes, the Company acquires credit insurance policies to cover approximately 90% of the accounts receivable balances. For this reason, management estimates that it does not require establishing allowances for further deterioration, in addition to those already constituted based on an aging analysis of these balances.

 

Accounts over due by more than 6 months for which no allowances have been made correspond primarily to amounts already covered by credit insurance policies.

 

In addition, certain amounts overdue are only partially impaired for on a case by case analysis in accordance with our credit policies.

 

F - 57


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The change in the impairment losses provision for accounts receivable is as follows:

 

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Balance at the beginning of year

4,715,359

3,909,051

Impairment estimate for accounts receivable

2,012,996

1,517,832

Uncollectible accounts

(883,706)

(851,981)

Estimates resulting from business combinations

-

125,849

Effect of translation into presentation currency

(207,111)

14,606

Total

5,637,538

4,715,357

 

 

 

F - 58


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 16 Accounts and transactions with related companies

 

 

Transactions between the Company and its subsidiaries occur in the normal course of operations and have been eliminated during the consolidation process.

 

The amounts indicated as transactions in the following table relate to trade operations with related companies, which are effected at arm’s length with respect to price and payment conditions. There are no uncollectible estimates decreasing accounts receivable or guarantees provided to related companies.

 

Balances and transactions with related companies consist of the following:

 

(1)  Business operations agreed upon in Chilean Pesos. Companies not under a current trade account agreement not accrue interest and have payment terms of 30 days.

 

(2)  Business operations agreed upon in Chilean Pesos. The remaining balance accrues interest at 90-days active bank rate (TAB) plus an annual spread. Interests is paid or charged against the trade current account.

 

(3)  Business operations in foreign currencies, not covered by a current trade account, that do not accrue interest and have payment terms of 30 days. Balances are presented at the closing exchange rate.

 

(4)  An agreement between the subsidiary Compañía Pisquera de Chile S.A. with Cooperativa Agrícola Control Pisquero de Elqui and Limarí Ltda. due to differences resulting from the contributions made by the latter. It establishes a 3% annual interest over capital, with annual payments to be made in eight installments of UF 1,124 each. Beginning on February 28, 2007 and UF 9,995 payment on February 28, 2014.

 

(5)  An advanced payment for the future purchase and sale of part of the industrial facility under development. The balance is not subject to interest.

 

(6) An agreement between the subsidiary Compañía Pisquera de Chile S.A. with Comarca S.A. related to the payment of the access fee for the distribution of products. The pending amount is agreed at two quotes of UF 17,888. Maturities correspond to November 2, 2012 and December 2, 2013, respectively.

 

(7) Relates to an agreement between the subsidiary Compañía Pisquera de Chile S.A. with Inversiones y Asesorías Monterroso Limitada y Otros, related to the acquisition of 49% of the associated Compañía Pisquera Bauzá S.A. The outstanding balance at December 31, 2011, corresponds to a single payment of UF 65,832 due on December 1, 2013.

 

The transaction schedule includes all the transactions made with related parties.

 

 

F - 59


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The detail of the accounts receivable and payable from related companies as of December 31, 2012 and 2011 is as follows:

Accounts receivable from related companies

 

Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31,

2012

2011

ThCh$

ThCh$

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint Venture

Sales of products

CLP

201,594

129,348

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint Venture

Sales of products

USD

-

14,693

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of Joint Venture

Sales of products

CLP

674,851

310,926

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of Joint Venture

Lease crane

CLP

970

1,087

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint Venture

Sales of products

CLP

55,664

107,568

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint Venture

Transport service

CLP

863,022

601,752

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(2)

Joint Venture

Remittance received

CLP

4,917,438

5,058,893

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(2)

Joint Venture

Interests

CLP

91,943

148,306

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(2)

Joint Venture

Sale services

CLP

198,925

80,865

99,542,980-2

Foods Compañía de Alimentos CCU S.A.

Chile

(1)

Joint Venture

Shared services

CLP

232,508

154,324

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Subsidary shareholders

Purchase advance

CLP

1,175,338

870,529

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Subsidary shareholders

Purchase of products

CLP

527,822

-

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Parent company related

Sales of products

CLP

125,980

104,600

0-E

Heineken Brouwerijen B.V.

Holanda

(3)

Parent company related

Sales of products

Euros

282,841

218,853

0-E

Heineken Italia Spa.

Italia

(3)

Parent company related

Marketing services

Euros

-

16,689

96,427,000-7

Inversiones y Rentas S.A.

Chile

(1)

Parent company related

Sales of products

CLP

2,992

8,111

97,004,000-5

Banco de Chile

Chile

(1)

Related to the controller

Sales of products

CLP

130,031

85,302

79,903,790-4

Soc. Agrícola y Ganadera Rio Negro Ltda.

Chile

(1)

Related to the controller

Sales of products

CLP

62,927

452

91,021,000-9

Madeco S.A.

Chile

(1)

Related to the controller

Sales of products

CLP

3,177

1,784

92,236,000-6

Watt's S.A.

Chile

(1)

Subsidary shareholders

Royalty

CLP

18,164

-

90,081,000-8

Compañía Chilena de Fósforos S.A.

Chile

(1)

Subsidary shareholders

Sales of products

CLP

-

568

76,115,132-0

Canal 13 S.P.A.

Chile

(1)

Related to the controller

Adversiting

CLP

-

142,430

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller

Adversiting

CLP

45,803

1,838,797

Total

9,611,990

9,895,877

                 

 

Non-Current:

 

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31,

2012

2011

ThCh$

ThCh$

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Subsidary Shareholders

Loan

UF

414,115

418,922

Total

414,115

418,922

 

 

F - 60


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Accounts payable to related companies

 

Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31,

2012

2011

ThCh$

ThCh$

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint Venture

Purchase of products

CLP

733,356

526,248

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of Joint Venture

Marketing services

CLP

52,134

39,169

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

(1)

Joint Venture

Purchase of products

CLP

433,613

402,300

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

(1)

Joint Venture

Rebate

CLP

101,532

234

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

(1)

Joint Venture

Consignation sales

CLP

555,608

507,310

81,805,700-8

Cooperativa agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(1)

Subsidary shareholders

Interests

CLP

2,556

154,955

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Subsidary shareholders

Purchase of products

CLP

7,660

12,483

76,736,010-K

Soc.Agrícola y Ganadera Rio Negro Ltda.

Chile

(1)

Related to the controller

Recovery from division

CLP

-

1,163,160

0-E

Heineken Brouwerijen B.V.

Holand

(3)

Parent company related

License and technical assistance

EURO

4,746,235

3,047,871

0-E

Heineken Italia Spa.

Italy

(3)

Parent company related

Purchase of products

CLP

-

26,227

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to the controller

Recovery from division

CLP

192,457

1,127,054

78,105,460-7

Alimentos Nutrabien S.A.

Chile

(1)

Parent company related

Purchase of products

CLP

3,519

5,938

96,908,430-9

Telefónica del Sur Servicios Intermedios S.A.

Chile

(1)

Parent company related

Services telephony

CLP

2,259

-

87,938,700-0

Agroproductos Bauza y Cía Ltda.

Chile

(1)

Related associate

Purchase of products

CLP

557,862

572,859

76,029,691-0

Comarca S.A.

Chile

(3)

Related associate

Acces fee

UF

408,575

398,796

84,898,000-5

Alusa S.A.

Chile

(1)

Parent company related

Purchase of products

CLP

195,701

-

97,004,000-5

Banco de Chile

Chile

(1)

Related to the controller

Bill services

CLP

1,260

-

76,115,132-0

Canal 13 S.P.A.

Chile

(1)

Related to the controller

Advertising

CLP

6,659

605

96,689,310-9

Transbank S.A.

Chile

(1)

Related to the controller

Sales commision

CLP

4,902

-

90,160,000-7

Compañía Sud americana de vapores S.A.

Chile

(1)

Related to the controller

Transportation services

CLP

7,477

-

92,048,000-4

Sudamericana Agencias Aereas y Marítima S.A.

Chile

(1)

Related to the controller

Transportation services

CLP

-

83

99,505,690-9

Blue Two Chile S.A.

Chile

(1)

Parent company related

Services telephony

CLP

180

160

Total

8,013,545

7,985,452

 

Non-Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31,

2012

2011

ThCh$

ThCh$

99.542.980-2

Foods Compañía Alimentos CCU S.A.

Chile

(5)

Joint Venture

Purchase of land

CLP

-

610,093

81.805.700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda.

Chile

(4)

Subsidary shareholders

Purchase of products

CLP

6,521

8,240

76.029.691-0

Comarca S.A.

Chile

(6)

Related associate

Access fee

UF

881,637

398,796

2.011.044-9

Lorenzo Bauza Alvarez

Chile

(7)

Related associate

Purchase of shares

UF

-

15,421

76.024.758-8

Inversiones y Asesorías Monterroso Ltda.

Chile

(7)

Related associate

Purchase of shares

UF

-

2,966

76.024.756-1

Inversiones y Asesorías El Salto Ltda.

Chile

(7)

Related associate

Purchase of shares

UF

-

2,966

76.024.774-K

Inversiones y Asesorías La Abadesa Ltda.

Chile

(7)

Related associate

Purchase of shares

UF

-

2,966

76.023.031-6

Inversiones y Asesorías Buena Esperanza Ltda.

Chile

(7)

Related associate

Purchase of shares

UF

-

2,966

76.024.767-7

Inversiones y Asesorías Capital y Rentas Ltda.

Chile

(7)

Related associate

Purchase of shares

UF

-

2,966

76.173.468-7

Fondo de Inversión Privado Mallorca

Chile

(7)

Related associate

Purchase of shares

UF

 1,503,652

1,437,410

Totales

2,391,810

2,484,790

 

F - 61


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Most significant transactions and effects on results:

 

The following are the most significant transactions with related entities that are not subsidiaries of the Company and their effect on the Statement of Income:

 

Tax ID

Company

Country of origin

Relationship

Transaction

As of December 31,

2012

2011

2010

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

Amounts

(Charges)/Credits (Effect on Income)

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

0-E

Anheuser Busch Latin America Development Corporation

Estados Unidos

Associate of subsidary

Purchase of products

-

-

-

-

3,193,553

(3,193,553)

0-E

Cervecería Modelo S.A.

México

Associate of subsidary

Sales of products

-

-

-

-

178,699

(178,699)

0-E

Cervecería Modelo S.A.

México

Related subsidary

License and technical assistance

-

-

-

-

166,645

-

0-E

Cervecería del Trópico

México

Related subsidary

License and technical assistance

-

-

-

-

624,076

624,076

0-E

Cervecería del Trópico

México

Related subsidary

Purchase of products

-

-

-

-

2,129,564

-

0-E

Heineken Brouwerijen B.V

Holanda

Parent company related

Adversiting contribution

53,538

(53,538)

55,993

(55,993)

-

-

0-E

Heineken Brouwerijen B.V

Holanda

Parent company related

Purchase of products

-

-

-

-

176,616

30,750

0-E

Heineken Brouwerijen B.V

Holanda

Parent company related

Billed services

191,321

-

-

-

192,095

-

0-E

Heineken Brouwerijen B.V

Holanda

Parent company related

Sales of products

917,456

348,633

1,206,474

458,460

944,793

359,021

0-E

Heineken Brouwerijen B.V

Holanda

Parent company related

Purchase of products

2,711,290

(2,711,290)

2,042,868

(2,042,868)

2,008,841

(2,008,841)

0-E

Heineken Italia Spa.

Italia

Parent company related

Sales of products

-

-

16,689

16,689

58,043

58,043

0-E

Heineken Italia Spa.

Italia

Parent company related

License and technical assistance

38,978

-

90,266

-

33,196

-

0-E

Nestle Waters Argentina S.A.

Italia

Parent company related

Adversiting contribution

45,564

(45,564)

30,497

(30,497)

30,513

(30,513)

0-E

Nestle Waters S.A.

Italia

Parent company related

Purchase of products

135,930

(135,930)

67,137

(67,137)

98,972

(98,972)

90,703,000-8

Nestle Chile S.A.

Italia

Associate of subsidary

Technical assistance

3,253,214

-

2,829,774

-

6,345,689

-

77,051,330-8

Cerveceria Kunstmann Ltda

Chile

Associate of subsidary

Royalty

201,828

161,462

216,971

161,919

212,063

169,650

77,051,330-8

Cerveceria Kunstmann Ltda

Chile

Associate of subsidary

Dividends paid

39,793

39,793

83,672

62,442

54,308

54,308

77,755,610-k

Comercial Patagona Ltda.

Chile

Associate of subsidary

Sales of products

182,773

(182,773)

147,493

(147,493)

96,714

(96,714)

77,755,610-k

Comercial Patagona Ltda.

Chile

Associate of subsidary

Billed services

1,310,486

537,299

1,338,141

548,638

1,149,652

528,840

81,805,700-8

Coop.Agr.Control Pisquero Ltda.

Chile

Subsidary of Joint Venture

Marketing services

23,733

8,878

23,684

9,056

23,519

8,643

81,805,700-8

Coop.Agr.Control Pisquero Ltda.

Chile

Subsidary of Joint Venture

Sales of products

772,631

-

740,121

-

533,449

-

81,805,700-8

Coop.Agr.Control Pisquero Ltda.

Chile

Subsidary of Joint Venture

Loan

6,121,250

-

4,922,212

-

4,296,838

-

90,081,000-8

Compañía Chilena de Fosforo S.A.

Chile

Associate of subsidary

Dividends paid

1,998,104

-

3,000,006

-

1,573,852

-

96,427,000-7

Inversiones y Rentas S.A.

Chile

Associate of subsidary

Grape purchase

37,850,647

-

34,134,370

-

39,480,557

-

96,919,980-7

Cervecería Austral S.A.

Chile

Associate of subsidary

Dividends paid

251,203

238,643

235,539

223,762

218,424

207,503

96,919,980-7

Cervecería Austral S.A.

Chile

Parent company related

Dividends paid

258,836

(258,836)

216,856

(216,856)

267,303

(267,303)

96,919,980-7

Cervecería Austral S.A.

Chile

Joint Venture

Sales of products

47,436

47,436

192,628

192,628

75,374

75,374

96,919,980-7

Cervecería Austral S.A.

Chile

Joint Venture

Royalty paid

2,171,939

-

2,293,195

-

1,933,687

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint Venture

Royalty charged

189,029

189,029

-

-

-

-

97,004,000-5

Banco de Chile

Chile

Related to the controller

Purchase of products

36,235

(36,235)

119,388

(119,388)

181,178

(181,178)

97,004,000-5

Banco de Chile

Chile

Related to the controller

Billed services

36,495

12,773

37,984

15,574

44,191

11,048

97,004,000-5

Banco de Chile

Chile

Related to the controller

Services

13,524,375

(42,668)

35,101,844

(87,148)

2,125,909

(102,486)

97,004,000-5

Banco de Chile

Chile

Related to the controller

Sales of products

25,237,997

215,642

143,679,043

935,070

127,401,011

246,018

97,004,000-5

Banco de Chile

Chile

Related to the controller

Derivatives

355,095

(36,027)

343,386

49,424

335,218

61,266

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint Venture until December 2011

Investments

-

-

157,332

-

22,957

22,957

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint Venture until December 2011

Leasing paid

-

-

21,935

21,935

5,639

871

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint Venture until December 2011

Billed services

-

-

89,744

13,862

235,885

-

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint Venture until December 2011

Sales of products

-

-

5,241,975

-

3,341,762

-

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint Venture until December 2011

Purchase of products

-

-

2,722,942

-

3,397,762

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Remittance paid

359,433

359,433

344,180

344,180

164,004

164,004

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Remittance received

20,993,817

-

17,956,780

-

20,346,141

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Interests

20,846,549

-

19,770,757

-

20,160,556

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Remittance paid

3,734,008

3,734,008

3,227,744

3,227,744

2,847,937

2,847,937

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Remittance received

276,500

(276,500)

68,058

(68,058)

103,177

(103,177)

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Billed services

12,178,770

-

10,302,926

-

9,956,650

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A

Chile

Joint Venture

Services received

15,729

7,325

822

378

6,449

2,967

84,898,000-5

Alusa S.A.

Chile

Joint Venture

Consignation sales

1,225,555

-

757,722

-

969,567

-

76,115,132-0

Canal 13 S.P.A

Chile

Related to the controller

Sales of products

3,980,772

(2,367,794)

3,004,581

(2,765,844)

-

-

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Related subsidary

Purchase of products

-

-

8,491

(8,491)

-

-

99,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Related to the controller

Adversiting

7,400,000

20,926

11,880,000

19,486

60,840,500

30,042

79,903,790-4

Soc. Agrícola y Ganadera Rio Negro Ltda.

Chile

Related to the controller

Paid services

-

-

1,163,161

-

85,868

-

79,903,790-4

Soc. Agrícola y Ganadera Rio Negro Ltda.

Chile

Related to the controller

Investments

1,427

-

-

-

-

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related to the controller

Recovery from division

243,728

-

1,753,549

-

-

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related to the controller

Purchase of products

-

-

1,127,054

-

-

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related to the controller

Recovery of expenses division

94,644

94,644

83,878

83,878

-

-

76,029,691-0

Comarca S.A.

Chile

Related to the controller

Recovery from division

409,460

-

797,592

-

-

-

2,011,044-9

Lorenzo Bauza Alvarez

Chile

Related to the controller

Collected invoices

-

-

15,421

-

-

-

76,024,758-8

Inversiones y Asesorías Monterroso Ltda.

Chile

Related associate

Access fee

-

-

2,966

-

-

-

76,024,756-1

Inversiones y Asesorías El Salto Ltda.

Chile

Related associate

Purchase shares

-

-

2,966

-

-

-

76,024,774-K

Inversiones y Asesorías La Abadesa Ltda.

Chile

Related associate

Purchase shares

-

-

2,966

-

-

-

76,023,031-6

Inversiones y Asesorías Buena Esperanza Ltda.

Chile

Related associate

Purchase shares

-

-

2,966

-

-

-

76,024,767-7

Inversiones y Asesorías Capital y Rentas Ltda.

Chile

Related associate

Purchase shares

-

-

2,966

-

-

-

76,173,468-7

Fondo de Inversión Privado Mallorca

Chile

Related associate

Purchase shares

-

-

1,437,410

-

-

-

87,938,700-0

Agroproductos Bauza y Cía Ltda.

Chile

Related associate

Purchase shares

58,308

(58,308)

-

-

-

-

87,938,700-0

Agroproductos Bauza y Cía Ltda.

Chile

Related associate

Purchase shares

1,101,138

-

572,859

-

-

-

 

 

 

F - 62


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 Remuneration of the Management key employees

 

The Company is managed by a Board of Directors with 9 members who are each in office for a 3-year term and may be re-elected.

 

The Board was appointed at the General Shareholders Meeting held on April 11, 2012, being elected Mr. Guillermo Luksic Craig, Mr. Andrónico Luksic Craig, Mr. John Nicolson, Mr. Francisco Pérez Mackenna, Mr. Jorge Luis Ramos Santos, Mr. Carlos Molina Solís, Mr. Philippe Pasquet, Mr. Manuel José Noguera Eyzaguirre and Mr. Vittorio Corbo Lioi, who is independent, according to the Law Nº 18,046, in its article 50 bis.  The Chairman and the Vice Chairman, as well as the members of the Directors Committee and Audit Committee were appointed on April 18, 2012. In the same session, and according to Law 18,046, article 50 bis, the Independent Director Mr. Vittorio Corbo Lioi appointed to other members of the Directors Committee, which was composed of the Director Mr. Pérez, Mr. Pasquet and Mr. Corbo. The Audit Committee was composed by Mr. Corbo and Mr. Pasquet.

 

In addition, as agreed at the same General Shareholders Meeting held on April 11, 2012, the directors’ remuneration consists of a per diem for their attendance at each meeting of UF100 per Director, and twice that amount for the Chairman. Additionally, 3% of the total distributable dividend will be distributed proportionally to each Director. If the distributed dividends exceed 50% of the net profits, the Board of Directors’ share shall be calculated over a maximum of 50% of such profits.

 

Those directors that are members of the Directors Committee and the Business Committee receive a per diem of UF 34 and UF 17, respectively, for each session they attend. The Directors that are members of the Audit Committee receive a monthly per diem of UF 25.

 

According to the above, as of December 31, 2012, the Directors received ThCh$ 2,650,706 (ThCh$ 2,317,754 in 2011) in per diems and shares. In addition, ThCh$ 114,775 (ThCh$ 107,298 in 2011) were paid in compensation for profit sharing to the principle executives of the Parent Company.

 

The following is the total remuneration received by the primary executives of the Parent Company during the years ended as of December 31, 2012 and 2011:

 

 

As of December 31,

2012

2011

ThCh$

ThCh$

Salaries

4,964,004

4,891,983

Employees’ short-term benefits

1,774,650

1,629,514

Employments termination benefits

223,734

850,733

Total

6,962,388

7,372,230

 

The Company grants annual discretionary and variable bonuses, to the primary executives, which are not subject to an agreement and are decided based on compliance with individual and corporate goals and depend on annual results.

 

 

 

F - 63


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 17 Inventories

 

The inventory balances were as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Finished products

41,370,659

34,799,800

In process products

1,554,265

1,046,718

Agricultural development

6,708,096

5,981,943

Raw materials

84,933,883

79,194,053

In transit raw materials

3,943,443

5,704,060

Materials and products

4,654,938

3,681,613

Realizable net value and obsolescence estimate

(1,254,312)

(1,873,003)

Total

141,910,972

128,535,184

 

As explained in Note 4, letter b), the Company changed the method of valuation of inventories from FIFO (First In First Out) to WAC (Weighted Average Cost)

 

The Company wrote off a total of ThCh$ 1,038,364, ThCh$ 398,673 and ThCh$ 337,867 relating to inventory shrinkage and obsolescence for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Additionally, an estimate for obsolescence include amounts related to low turnover, technical obsolescence and product recalls from the market.

 

Movement of Realizable net value and obsolescence estimate is as follows:

 

 

As of December 31, 2012

As of December 31, 2011

As of December 31, 2010

ThCh$

ThCh$

ThCh$

Balance at the beginning of year

(1,873,003)

(1,174,334)

(1,437,917)

Inventories write-down estimate

(749,880)

(956,163)

(873,093)

Inventories recognised as an expense

1,363,912

561,531

1,136,676

Business combination

-

(304,037)

-

Conversion effect

4,659

-

-

Total

(1,254,312)

(1,873,003)

(1,174,334)

 

For the year ended December 31, 2010 all inventories destroyed by the earthquake of February 27, 2010, have been written off.

 

As of December 31, 2012 and 2011, the Company does not have any inventory pledged as guarantee against financial obligations.

 

 

 

F - 64


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 18   Other non-financial assets

 

The Company maintained the following other non-financial assets:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Insurance paid

2,215,419

2,583,431

Advertising

4,917,892

4,468,713

Advances to suppliers

9,490,281

3,461,077

Guarantees paid

209,874

248,928

Consumables

415,341

386,503

Dividends receivable

13,806

37,834

Recoverable taxes

1,141,762

1,157,505

Cost of subsidiaries acquired (1)

20,019,207

-

Other

1,192,193

751,205

Total

39,615,775

13,095,196

Current

16,376,293

10,098,360

Non current

23,239,482

2,996,836

Total

39,615,775

13,095,196

 

(1) On September 13, 2012, the Company acquired 100% of stock, voting and economic rights of Marzurel S.A., Milotur S.A. and Coralina S.A., which are Uruguayan companies that develop the mineral waters and soft drinks business in that country. In addition, on December 24, 2012, the Company acquired 51% of the stock of Manantial S.A., a Chilean company that develops the business of purified water in large bottles at homes and offices through the use of dispensers, business that is known internationally as HOD (Home and Office Delivery). At the date of issuance of these Consolidated Financial Statements the Company is in the process of assessing the fair values.

 

Note 19 Investments accounted for by the equity method

 

Joint ventures

 

As of December 31, 2012 and 2011, the Company recorded investments qualifying as joint venture, in accordance with IFRS 11.

 

The share value of the investments in joint ventures is as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Cervecería Austral S.A. (1)

4,701,516

4,669,081

Foods Compañía de Alimentos CCU S.A. (2)

12,624,875

12,849,839

Total

17,326,391

17,518,920

 

 

F - 65


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The above mentioned values include the goodwill generated through the acquisition of the following joint ventures, which are presented net of any impairment loss:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Cervecería Austral S.A.

1,894,770

1,894,770

Total

1,894,770

1,894,770

 

The results accrued in joint ventures are as follows:

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Cervecería Austral S.A.

47,856

130,255

155,732

Foods Compañía de Alimentos CCU S.A.

(224,963)

(190,810)

(354,338)

Viña Valles de Chile S.A. (3)

-

(637,698)

(485,046)

Total

(177,107)

(698,253)

(683,652)

 

Changes in investments in joint ventures during such periods are as follows:

 

 

For the years ended December 31,

 

2012

2011

2010

 

ThCh$

ThCh$

ThCh$

Balance at the beginning of year

17,518,920

24,913,262

25,601,978

Participation in the joint ventures (loss)

(177,107)

(698,253)

(683,650)

Business combination (1)

-

(6,626,514)

-

Dividends received

(14,966)

(69,899)

-

Other changes

(456)

324

(5,066)

Total

17,326,391

17,518,920

24,913,262

(1) This amount relates to the acquisition of Viña Valles de Chile S.A., in which this company ceased to be a joint venture and became a subsidiary of VSPT.

 

 

F - 66


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Following are the significant matters regarding the investments accounted by the equity method:

 

(1) Cervecería Austral S.A.

 

A closed stock company is the southernmost brewery in the world which operates a beer manufacturing facility in the southern end of Chile.

(2) Foods Compañía de Alimentos CCU S.A.

 

A closed stock company devoted to the production and marketing of food products such as cookies and other baked goods, caramels, candy and cereal, among others.

 

(3) Viña Valles de Chile S.A.

 

A closed stock company devoted to the production of Premium wines of the Tabalí and Leyda vineyards.

 

On September 6, 2011, at the Board Meeting of Viña San Pedro Tarapacá S.A. (VSPT), it was agreed to divide Viña Valles de Chile S.A. (VDC) whose owners were VSPT and Agrícola y Ganadero Río Negro Limitada  (ARN), by equal parts. VDC had two major vineyards: Viña Tabalí and Viña Leyda, each located in unique valleys, prominent within the national wine industry and recognized internationally. Viña Tabalí has a winery and vineyards located in the Limarí Valley; and, Viña Leyda has vineyards and its operations in of Leyda Valley. Through this agreement, VSPT remains the 100% owner of Viña Leyda (whose net assets remain within VDC) and ARN remains the 100% owner of Viña Tabalí. This transaction concluded on December 29, 2011, through a stock swap contract, and therefore from this date VDC became a subsidiary of VSPT with a percentage of direct and indirect participation of a 100%. From the month of December it is included in the consolidation of these Financial Statements.

 

 

The summarized financial information of these companies appears in detail in Note 7.  

 

The Company does not have any contingent liabilities related to joint ventures and associates as of December 31, 2012.

 

 

 

F - 67


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

 

Note 20   Intangible Assets (net)

 

The intangible assets movement during the years ended as of December 31, 2011 and 2012 was as follows:

 

 

Trademarks

Software programs

Water rights

Distribution rights

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

           

As of January 1, 2011

Historic cost

46,145,525

16,450,451

656,975

-

63,252,951

Accumulated amortization

-

(11,765,787)

-

-

(11,765,787)

Book Value

46,145,525

4,684,664

656,975

-

51,487,164

           

As of December 31, 2011

Additions

34,421

1,434,863

47,993

519,200

2,036,477

Additions by business combination

7,388,717

-

-

-

7,388,717

Foreign currency exchange differences

-

-

-

(6,083)

(6,083)

Amortization

-

(1,028,169)

-

(123,718)

(1,151,887)

Conversion effect

235,276

11,988

-

-

247,264

Book Value

53,803,939

5,103,346

704,968

389,399

60,001,652

           

As of January 1, 2012

Historic cost

53,803,939

17,897,302

704,968

519,200

72,925,409

Accumulated amortization

-

(12,793,956)

-

(129,801)

(12,923,757)

Book Value

53,803,939

5,103,346

704,968

389,399

60,001,652

           

As of December 31, 2012

Additions

5,105

2,246,204

181,178

169,664

2,602,151

Additions by business combination

403,805

-

-

-

403,805

Foreign currency exchange differences

-

-

-

(26,252)

(26,252)

Amortization

-

(1,313,253)

-

(245,989)

(1,559,242)

Conversion effect

(2,635,354)

(116,793)

-

-

(2,752,147)

Book Value

51,577,495

5,919,504

886,146

286,822

58,669,967

           

As of December 31, 2012

Historic cost

51,577,495

20,143,506

886,146

662,611

73,269,758

Accumulated amortization

-

(14,224,002)

-

(375,789)

(14,599,791)

Book Value

51,577,495

5,919,504

886,146

286,822

58,669,967

 

There are no restrictions or any pledge against on intangible assets.

 

The detail of the Trademarks appears below:

 

Trademarks

As of December 31, 2012

As of December 31, 2011

As of December 31, 2010

ThCh$

ThCh$

ThCh$

Commercial brands Argentinean beers and cider

11,037,088

13,669,582

9,459,217

Commercial brands Chilean beers

304,518

304,518

286,518

Commercial brands spirits

3,966,691

3,562,886

1,233,638

Commercial brands wines

19,753,839

19,756,699

18,661,209

Commercial brands Watt's

16,515,359

16,510,254

16,504,943

Total

51,577,495

53,803,939

46,145,525

 

Management has not identified any evidence of impairment of intangible assets.

 

 

F - 68


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 21 Goodwill

 

The goodwill movements during the years ended as of December 31, 2011 and 2012 was as follows:

 

 

Goodwill

ThCh$

   

As of January 1, 2011

Historic cost

67,761,406

Book Value

67,761,406

   

As of December 31, 2011

Additions by business combintation

5,608,027

Conversion effect

447,384

Book Value

73,816,817

   

As of January 1, 2012

Historic cost

73,816,817

Book Value

73,816,817

   

As of December 31, 2012

Conversion effect

(3,761,448)

Book Value

70,055,369

 

 

As of December 31, 2012

Historic cost

70,055,369

Book Value

70,055,369

 

There are no restrictions or pledges against on goodwill.

 

Goodwill acquired in business combinations is assigned, as of the acquisition date, to the Cash Generating Units (CGU), or group of CGUs that it is expected will benefit from the business combination synergies. The book value of the goodwill assigned to the CGUs inside the Company's segments are:

 

Segment

Cash Generating Unit

As of December 31, 2012

As of December 31, 2011

(CGU)

ThCh$

ThCh$

CCU Argentina

CCU Argentina S.A. y filiales

15,906,542

19,667,990

Non alcoholic

Embotelladora Chilenas Unidas S.A.

9,083,766

9,083,766

Wines

Viña San Pedro Tarapacá S.A.

32,400,266

32,400,266

Spirits

Compañía Pisquera de Chile S.A.

12,664,795

12,664,795

Total

70,055,369

73,816,817

 

Goodwill assigned to the CGU is subject to impairment tests annually or in case there are indications that any of the CGUs could experience impairment between annual tests. The recoverable amount of each CGU is determined as the higher of value in use or fair value less costs to sell. To determine the value in use, the Company uses cash flow projections over a 5-year span, based on the budgets and projections reviewed by Management for the same period. The rates used to discount the projected cash flows reflect the market assessment of the specific risks related to the corresponding CGU and range from a 9.5% to 13.1%. A reasonable change in assumptions would not result in an impairment to goodwill.

 

The Company has not identified any evidence of impairment of goodwill.

 

F - 69


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 22 Property, plant and equipment

 

The movement of Property, plant and equipment as of December 31, 2011 and 2012, is as follows:

 

 

Land, buildings and contruction

Machinery and equipment

Bottles and containers

Other Equipment

Assets under contruction

Furniture, accesories and vehicles

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

As of January 1, 2011

Historic cost

360,319,055

283,398,816

197,727,009

75,000,895

64,704,584

36,126,934

1,017,277,293

Accumulated depreciation

(96,246,519)

(189,946,081)

(140,220,756)

(58,737,258)

-

(23,964,460)

(509,115,074)

Book Value

264,072,536

93,452,735

57,506,253

16,263,637

64,704,584

12,162,474

508,162,219

As of December 31, 2011

Additions

-

-

-

-

81,526,929

-

81,526,929

Additions by business combination

10,720,900

3,746,048

590,195

-

228,728

204,575

15,490,446

Additions of depreciation accumulated by business combination

(3,002)

(16,435)

(12,961)

-

-

(1,098)

(33,496)

Conversion effect historic cost

482,882

812,518

500,295

215,911

8,660

33,347

2,053,613

Transfers

18,918,012

28,950,367

19,380,432

6,803,547

(77,883,015)

3,830,657

-

Write off

(3,854)

(1,884,743)

(47,375)

(54,180)

-

(1,471)

(1,991,623)

Divesitures

(482,799)

(333,174)

(105)

(20,906)

-

(86,693)

(923,677)

Depreciation

(7,923,464)

(17,085,489)

(13,140,353)

(3,390,393)

-

(5,048,769)

(46,588,468)

Conversion effect depreciation

(44,820)

(318,269)

(193,232)

(167,045)

-

(23,467)

(746,833)

Book Value

285,736,391

107,323,558

64,583,149

19,650,571

68,585,886

11,069,555

556,949,110

As of December 31, 2011

Historic cost

389,954,196

314,689,832

218,150,451

81,945,267

68,585,886

40,107,349

1,113,432,981

Accumulated depreciation

(104,217,805)

(207,366,274)

(153,567,302)

(62,294,696)

-

(29,037,794)

(556,483,871)

Book Value

285,736,391

107,323,558

64,583,149

19,650,571

68,585,886

11,069,555

556,949,110

As of December 31, 2012

Additions

-

-

-

-

121,137,075

-

121,137,075

Conversion effect historic cost

(5,810,365)

(7,712,101)

(5,090,326)

(2,008,854)

(270,283)

(313,338)

(21,205,267)

Transfers

49,887,286

30,216,194

21,083,821

10,471,882

(120,193,483)

8,534,300

-

Diversitures (cost)

(71,137)

(1,107,960)

(32,227,938)

(580,359)

-

(302,267)

(34,289,661)

Diversitures (depreciation)

48,956

945,234

31,727,772

111,977

-

281,107

33,115,046

Write off (cost)

(53,503)

(60,643)

(60,288,170)

(99,728)

-

(276,675)

(60,778,719)

Write off (depreciation)

41,226

78,566

60,297,753

356,927

-

195,404

60,969,876

Other movements

(64,038)

(160,944)

(198)

-

505,291

(8,449)

271,662

Depreciation

(11,261,939)

(15,940,607)

(14,186,201)

(4,797,347)

-

(4,862,452)

(51,048,546)

Conversion effect depreciation

627,942

3,083,294

1,921,757

1,318,908

-

256,184

7,208,085

Book Value

319,080,819

116,664,591

67,821,419

24,423,977

69,764,486

14,573,369

612,328,661

As of December 31, 2012

Historic cost

432,775,457

326,588,382

136,425,774

89,315,579

69,764,486

46,695,394

1,101,565,072

Accumulated depreciation

(113,694,638)

(209,923,791)

(68,604,355)

(64,891,602)

-

(32,122,025)

(489,236,411)

Book Value

319,080,819

116,664,591

67,821,419

24,423,977

69,764,486

14,573,369

612,328,661

               

 

 

F - 70


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The balance of the land at the end of each year is as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Land

159,540,967

157,235,851

Total

159,540,967

157,235,851

 

 

Capitalized interest as of December 31, 2012, amount to ThCh$ 109,533 (ThCh$ 331,320 in 2011).

 

Due to the nature of the Company’s businesses, the asset values do not consider an estimate for the cost of dismantling, withdrawal or rehabilitation.

 

The Company does not maintain any pledges or restrictions over property, plant and equipment items, except for the land and building subject to finance lease.

 

Management has not identified any evidence of impairment of Property, plant and equipment in 2012 and 2011.

 

Assets under finance lease:

 

The book value of Property, plant and equipment subject to finance lease agreements consist of the following:

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Land

2,334,256

1,840,483

Buildings

9,879,018

9,879,886

Machinery and equipment

938,508

995,171

Total

13,151,782

12,715,540

 

These assets will not be owned by the Company until the corresponding purchase options are exercised.

 

Note 27, letter b) includes the detail of the lease agreements, which reconciles to the total amount of the future minimum lease payments, their current carrying value and the purchase options originated at Compañía Cervecera Kunstmann S.A. and CCU S.A.

 

F - 71


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 23   Investment Property

 

Changes in the movement of the investment property during the years ended of December 31, 2011 and 2012, is as follows:

 

 

Lands

Buildings

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2011

Historic cost

6,850,437

557,222

7,407,659

Depreciation

-

(4,384)

(4,384)

Book Value

6,850,437

552,838

7,403,275

As of December 31, 2011

Additions

136,265

136,573

272,838

Additions (cost) from business combinations

3,533

98,995

102,528

Disposals

(3,533)

(98,995)

(102,528)

Depreciation

-

(41,650)

(41,650)

Conversion effect

73,197

12,915

86,112

Book Value

7,059,899

660,676

7,720,575

As of December 31, 2011

Historic cost

7,059,899

713,568

7,773,467

Depreciation

-

(52,892)

(52,892)

Book Value

7,059,899

660,676

7,720,575

As of December 31, 2012

Additions

-

16,874

16,874

Divestitures

(417,977)

-

(417,977)

Depreciation

-

(41,546)

(41,546)

Conversion effect

(602,927)

(114,953)

(717,880)

Book Value

6,038,995

521,051

6,560,046

As of December 31, 2012

Historic cost

6,038,995

608,015

6,647,010

Accumulated depreciation

-

(86,964)

(86,964)

Book Value

6,038,995

521,051

6,560,046

 

Investment property includes twenty one properties situated in Chile, which are maintained for appreciation purposes.. Three of these properties are subject to operating lease agreements generating ThCh$ 4,071 revenue during year 2012 (ThCh$ 3,938 in 2011). Additionally, there are two lands in Argentina, which are leased and generated an income for ThCh$ 141,292 for year 2012 (ThCh$ 174,922 in 2011). Expenses associated with maintaining such investment properties amount to ThCh$ 139,190 for the year ended as of December 31, 2012 (ThCh$ 107,813 in 2011).

 

Investment properties are valued at market value based on properties with the similar characteristics.

 

Management has not identified any evidence of impairment of Investment properties.

 

There are no restrictions or pledges against these investment properties.

 

F - 72


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Note 24 Assets of disposal group held for sale

 

During the last quarter of 2009, the Board of Tamarí S.A. authorized the sale of fixed assets which includes the winery with facilities for processing and storage of wines as well as of acres that surround it and the guest house. This decision is based primarily on the advantage of consolidating the operations of processing and packaging of wines from the Wine Group subsidiaries VSPT facilities in Finca La Celia, generating significant synergies for the Group.

 

During 2010, the Company hired a specialist broker for such assets. Subsequently, on December 13, 2011, a sales reservation contract was signed for all of the assets, which expected to occur during 2013.

 

As described in Note 2.17, non-current assets held for sale have been recorded at the lower of book value and estimated sale value December 31, 2012.

 

At December 31, 2012 and 2011, the items of assets held for sale are the following:

 

Assets of disposal group held for sale

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Land

101,686

125,692

Contructions

187,110

231,283

Machinerys

123,536

152,700

Total

412,332

509,675

 

Note 25 Biological Assets

 

The Company, through its subsidiaries Viña San Pedro Tarapacá S.A., has biological assets corresponding to vines that produce grapes. The vines are segmented in developing and production vineyards and they are grown both on leased and owned land.

 

The grapes harvested from these vines are used in the manufacturing of wine, which is marketed both in the domestic market and abroad.

 

As of December 31, 2012, the Company maintained approximately 4,352, of which 3,685 hectares are for vines in production stage. Of the total hectares mentioned above, 3,381 correspond to own land and 304 to leased land.

 

The vines under formation are recorded at historic cost, and only start being depreciated when they are transferred to the production phase, which occurs in the majority of cases in the third year after plantation, when they start producing grapes commercially (in volumes that justify their production-oriented handling and later harvest).

 

During 2012 the production plant vines allowed to harvest a total of approximately 49.1 million kilos of grapes (45.7 million in 2011).

 

As part of the risk administration activities, the subsidiaries use insurance agreements for the damage caused by nature or other to their biological assets. In addition, either productive or under formation vines are not affected by title restrictions of any kind, nor have they been pledged as a guarantee for financial liabilities.

 

Under production vines depreciation is carried out on a linear basis and it is using a 25-years estimated production useful life, which is periodically assessed. Vines under formation are not depreciated until they start production.

 

The costs incurred for acquiring and planting new vines are capitalized.

 

The Company uses the amortized historical cost to value its biological assets, the basis that management considers that it represents a reasonable approximation to fair value.

 

There is no evidence of impairment on the biological assets held by the Company.

 

 

 

F - 73


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The movement of biological assets during the years ended December 31, 2011 and 2012 is as follows:

 

Biological Assets

Under Production Vines

Training vines

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2011

Historic cost

25,339,964

1,628,502

26,968,466

Accumulated depreciation

(10,299,836)

-

(10,299,836)

Book Value

15,040,128

1,628,502

16,668,630

       

As of December 31, 2011

Additions

-

595,752

595,752

Additions (cost) from business combinations

1,000,156

1,134,892

2,135,048

Additions (depreciation) from business combinations

(30,238)

-

(30,238)

Historic cost conversion effects

27,643

-

27,643

Transfers

831,726

(831,726)

-

Depreciation

(1,066,891)

-

(1,066,891)

Depreciation conversion effect

(9,396)

-

(9,396)

Book Value

15,793,128

2,527,420

18,320,548

       

As of December 31, 2011

Historic cost

27,199,489

2,527,420

29,726,909

Accumulated depreciation

(11,406,361)

-

(11,406,361)

 

 

   

Book Value

15,793,128

2,527,420

18,320,548

       

As of December 31, 2012

Additions

-

1,276,099

1,276,099

Historic cost conversion effect

(217,602)

(263)

(217,865)

Transfers

2,150,541

(2,150,541)

-

Divestitures (Cost)

(762,000)

-

(762,000)

Divestitures (Depreciation)

505,134

-

505,134

Depreciation

(1,100,077)

-

(1,100,077)

Depreciation conversion effect

83,374

-

83,374

Book Value

16,452,498

1,652,715

18,105,213

       

As of December 31, 2012

Historic cost

28,370,428

1,652,715

30,023,143

Accumulated depreciation

(11,917,930)

-

(11,917,930)

Book Value

16,452,498

1,652,715

18,105,213

 

 

F - 74


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Note 26 Income taxes and deferred taxes

 

Tax accounts receivable

 

The detail of the taxes receivables is the following:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Refundable tax previous year

695,685

1,041,453

Taxes under claim

6,766,969

7,724,642

Argentinean tax credits

2,461,371

1,945,063

Monthly provisions

7,492,831

4,752,691

Payment of absorbed profit provision

33,037

33,037

Other credits

1,837,937

1,780,402

Total

19,287,830

17,277,288

 

Taxes accounts payable

 

The detail of taxes payable taxes is as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Chilean income taxes

3,580,692

13,549,610

Monthly provisional payments

2,909,521

2,875,261

Chilean unique taxes

65,343

93,844

Estimated Argentine minimum gain subsidiaries taxes

495,328

288,714

Other

45,838

2,844

Total

7,096,722

16,810,273

 

 

 

F - 75


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Tax expense

 

The detail of the income tax and deferred tax expense for the years ended as of December 31, 2012, 2011 and 2010, is as follows:

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Income as per deferred tax related to the origin and reversal of temporary differences

(8,752,061)

(5,348,630)

(3,111,479)

Prior year adjustments

165,671

(598,915)

(504,509)

Effect of change in tax rates (1)

(5,265,298)

647,857

(513,863)

Tax benefits (loss)

2,590,142

(168,424)

(239,683)

Total deferred tax expense

(11,261,546)

(5,468,112)

(4,369,534)

Current tax expense

(25,317,317)

(33,995,595)

(20,825,682)

Prior period adjustments (2)

(554,467)

(5,732,039)

(148,844)

Income tax payments in other countries

-

-

(2,509,385)

(Loss) Income from income tax

(37,133,330)

(45,195,746)

(27,853,445)

(1) At December 2011, the credit amount recorded for ThCh$ 647,857 (charge of ThCh$ 513.863 in 2010) is related to a change in tax rate, based on a modified tax law in Chile. This change in tax rate, which was initially a temporary measure, raised the rate from 17% to 20% for the year 2011 and 18.5% for the year 2012, returning to 17% in 2013. Subsequently, on September 27, 2012, Law N° 20,630, so-called Tax Reform was published, which made permanent the tax rate change from 17% to 20% for First Category Tax beginning in 2012, generating a charge to deferred income tax of ThCh$ 5,265,298. This charge includes ThCh$ 2,512,683 related to the deferred tax of the revaluation of land, upon implementation of IFRS. This charge was adjusted in Equity under Retained earnings. According to instructions from the SVS in its Ordinary Office N° 26160, dated November 7, 2012, in response to our submission dated October 31, 2012, this amount was charged to the result of 2012.

(2) At December 31, 2011, this amount includes ThCh$ 4,273,112 related to a final settlement of tax (See Note 35).  

 

The deferred taxes related to items charged or credited to Consolidated Statements of Comprehensive Income are as follows:

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Net income from cash flow hedge

189,525

42,580

79,447

Charge to equity

189,525

42,580

79,447

       

 

 

F - 76


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Effective Rate

 

The Company’s income tax expense as of December 31, 2012, 2011 and 2010, represents 23.1%, 25.1% and 18.6%, respectively of income before taxes. The following is reconciliation between such effective tax rate and the statutory tax rate valid in Chile.

 

 

For the years ended December 31,

2012

2011

2010

ThCh$

Rate %

ThCh$

Rate %

ThCh$

Rate %

Income before taxes

161,110,230

 

179,997,947

 

149,439,888

 

Income tax using the statutory rate

(32,222,046)

20.0

(35,999,589)

20.0

(25,404,781)

17.0

Adjustments to reach the effective rate

Tax effects of reorganizations

-

0.0

94,319

(0.1)

562,285

(0.4)

Income Tax paid abroad

-

0.0

-

0.0

(2,509,385)

1.7

Income not taxable (non-deductible expenses) net

3,886,184

(2.4)

(622,887)

0.4

4,210,834

(2.8)

Effect of change in tax rate

(5,265,298)

3.3

647,857

(0.4)

(513,863)

0.3

Effect of tax rates in Argentina

(3,143,374)

2.0

(2,984,492)

1.7

(3,545,182)

2.4

Prior year adjustments

(388,796)

0.2

(6,330,954)

3.5

(653,353)

0.4

Income tax, as reported

(37,133,330)

23.1

(45,195,746)

25.1

(27,853,445)

18.6

 

Deferred taxes

 

Deferred tax assets and liabilities included in the Balance Sheet were as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Deferred tax assets

Accounts receivable impairment provision

1,193,280

899,648

Employee benefits and other non taxable expenses

3,888,543

3,906,748

Inventory impairment provision

242,161

320,967

Severance indemnity

2,682,314

2,821,309

Inventory valuation

1,808,015

1,607,006

Derivative agreements

148,039

905,378

Amortization of intangibles

1,223,554

846,282

Other assets

4,671,004

2,742,442

Tax loss carryforwards

7,938,009

4,985,328

Total assets from deferred taxes

23,794,919  

19,035,108

Deferred taxes liabilities

Fixed assets depreciation

32,834,507

23,991,932

Deposit for bottles and containers

4,486,052

3,654,545

Capitalized software expense

1,010,358

403,187

Agricultural operation expense

2,992,253

2,143,585

Derivative agreements

34,954

666,730

Manufacturing indirect activation costs

2,768,651

1,665,763

Intangibles

4,794,841

5,090,102

Land

25,004,586

22,105,313

Other liabilities

569,739

425,864

Total liabilities from deferred taxes

74,495,941

60,147,021

     

Total

(50,701,022)

(41,111,913)

 

No deferred taxes have been recorded for temporary differences generated by investments in subsidiaries; consequently deferred tax is not recognized for the Translation Adjustments or investments in Joint Ventures.

 

 

F - 77


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

In accordance with current tax laws in Chile, taxable losses do not expire and can be applied indefinitely. Regarding Argentina, taxable losses expire after 5 years.

 

Analisys of the deferred tax movement during the year

Deferred Taxes

ThCh$

As of January 1, 2011

(34,907,954)

Deferred taxes from tax loss carryforwards absortion

(776,857)

Charge to income tax deferred

(107,593)

Conversion effect

(5,468,111)

Deferred taxes against equity

42,580

Other deferred movements taxes

106,022

Charge

(6,203,959)

As of December 31, 2011

(41,111,913)

As of December 31, 2012

 

Charge to income tax deferred

(11,261,415)

Conversion effect

1,447,799

Deferred taxes against equity

189,525

Other deferred movements taxes

34,982

Charge

(9,589,109)

As of December 31, 2012

(50,701,022)

 

Note 27 Other financial liabilities

 

Debts and financial liabilities classified based on the type of obligation and their classifications in the consolidated balance sheet are as follows:

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Bank borrowings (*)

81,963,852

74,089,495

Bonds payable (*)

152,835,990

151,973,634

Financial leases obligations (*)

16,479,152

16,078,576

Deposits for return of bottles and containers

11,861,158

11,908,708

Derivatives (**)

495,012

405,399

Liability coverage (**)

361,838

4,513,397

Total

263,997,002

258,969,209

Current

54,874,267

88,013,769

Non current

209,122,735

170,955,440

Total

263,997,002

258,969,209

(*)  See Note 5
(**) See Note 6

 

 

F - 78


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The maturities and interest rates of such obligations are as follows:

 

As of December 31, 2012:

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate

Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

%

Bank borrowings

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

USD

-

579,621

-

-

-

579,621

At maturity

7.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Supervielle

ARGENTINA

USD

-

122,591

-

-

-

122,591

At maturity

7.25

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

122,597

-

-

-

-

122,597

At maturity

6.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

122,597

-

-

-

-

122,597

At maturity

6.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

97,383

-

-

-

-

97,383

At maturity

5.75

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Supervielle

ARGENTINA

USD

-

119,990

-

-

-

119,990

At maturity

7.75

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Fondo para la Transformación y Crec.

ARGENTINA

$ARG

-

5,713

-

-

-

5,713

Semiannual

6.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

229,645

-

-

-

-

229,645

At maturity

17.75

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

233,071

-

-

-

-

233,071

At maturity

18.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

232,938

-

-

-

-

232,938

At maturity

18.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

232,736

-

-

-

-

232,736

At maturity

18.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

46,092

-

-

-

-

46,092

At maturity

15.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,458

-

-

-

-

45,458

At maturity

15.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

46,302

-

-

-

-

46,302

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,994

-

-

-

-

45,994

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,598

-

-

-

-

45,598

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,500

-

-

-

-

45,500

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,744

-

-

-

-

45,744

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,376

-

-

-

-

45,376

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,376

-

-

-

-

45,376

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

$ARG

45,583

-

-

-

-

45,583

At maturity

16.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Industrial

ARGENTINA

$ARG

-

131,535

-

-

-

131,535

At maturity

22.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Bbva

ARGENTINA

$ARG

303,385

-

-

-

-

303,385

At maturity

7.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Fondo para la Transformación y Crec.

ARGENTINA

$ARG

-

-

9,149

-

-

9,149

Semiannual

6.00

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A. (1)

CHILE

97.004.000-5

Banco de Chile

CHILE

USD

22,453

-

-

2,129,151

-

2,151,604

At maturity

2.19

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A. (2)

CHILE

97.004.000-5

Banco de Chile

CHILE

USD

51,245

-

-

4,799,600

-

4,850,845

At maturity

2.20

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A. (1)

CHILE

97.018.000-1

Scotiabank

CHILE

USD

-

1,871,695

-

-

-

1,871,695

At maturity

1.47

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97.018.000-1

Scotiabank

CHILE

USD

-

5,282,264

-

-

-

5,282,264

At maturity

1.42

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97.030.000-7

Banco del Estado de Chile

CHILE

CLP

3,004,800

-

-

-

-

3,004,800

At maturity

5.76

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97.030.000-7

Banco del Estado de Chile

CHILE

CLP

1,001,600

-

-

-

-

1,001,600

At maturity

5.76

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Bbva

ARGENTINA

$ARG

-

1,977,222

-

-

-

1,977,222

At maturity

15.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco BNA

ARGENTINA

$ARG

-

131,186

-

-

-

131,186

At maturity

15.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Citi

ARGENTINA

$ARG

2,216,090

-

-

-

-

2,216,090

At maturity

14.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Itau

ARGENTINA

$ARG

689,925

-

-

-

-

689,925

At maturity

17.50

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

2,184,829

-

-

-

-

2,184,829

At maturity

15.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Hipotecario

ARGENTINA

$ARG

1,946,559

-

-

-

-

1,946,559

At maturity

15.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

$ARG

4,090

-

-

-

-

4,090

At maturity

15.00

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Bbva

ARGENTINA

$ARG

6,591,095

-

-

-

-

6,591,095

At maturity

16.50

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

HSBC

ARGENTINA

$ARG

2,455,725

-

-

-

-

2,455,725

At maturity

16.50

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Bbva

ARGENTINA

$ARG

-

-

16,265,419

-

-

16,265,419

At maturity

16.50

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco BNA

ARGENTINA

$ARG

-

-

1,772,491

1,772,491

1,772,491

5,317,473

At maturity

15.00

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMAN S.A.

CHILE

97.030.000-7

Banco del Estado de Chile

CHILE

CLP

-

523,750

-

-

-

523,750

At maturity

5.70

99.586.280-8

COMPAÑÍA PISQUERA DE CHILE S.A. (V.A.)

CHILE

97.030.000-7

Banco del Estado de Chile

CHILE

CLP

450,064

-

-

-

15,892,549

16,342,613

At maturity

6.86

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

HSBC

ARGENTINA

$ARG

-

11,934

-

-

-

11,934

At maturity

17.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Citi

ARGENTINA

$ARG

383,116

-

-

-

-

383,116

At maturity

14.25

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Hipotecario

ARGENTINA

$ARG

484,291

-

-

-

-

484,291

At maturity

15.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

1,009

-

-

-

-

1,009

At maturity

15.50

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Bbva

ARGENTINA

$ARG

30,635

-

-

-

-

30,635

At maturity

16.00

O-E

SAENZ BRIONES & CIA. S.A.C.I.

ARGENTINA

O-E

HSBC

ARGENTINA

$ARG

-

36,429

-

-

-

36,429

At maturity

17.00

O-E

SAENZ BRIONES & CIA. S.A.C.I.

ARGENTINA

O-E

HSBC

ARGENTINA

$ARG

-

-

23,773

-

-

23,773

At maturity

20.00

O-E

SAENZ BRIONES & CIA. S.A.C.I.

ARGENTINA

O-E

Banco Citi

ARGENTINA

$ARG

973,347

-

-

-

-

973,347

At maturity

14.25

O-E

SAENZ BRIONES & CIA. S.A.C.I.

ARGENTINA

O-E

HSBC

ARGENTINA

$ARG

751,970

-

-

-

-

751,970

At maturity

16.75

O-E

SAENZ BRIONES & CIA. S.A.C.I.

ARGENTINA

O-E

Banco Hipotecario

ARGENTINA

$ARG

1,458,590

-

-

-

-

1,458,590

At maturity

15.00

Subtotal

26,732,808

10,793,930

18,070,832

8,701,242

17,665,040

81,963,852

 

 

                             

 

F - 79


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Debtor Tax ID

Company

Debtor country

Registration or ID No. Instrument

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate

Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

%

Bonds payable

 

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

415 13/06/2005 BONO SERIE A

CHILE

UF

613,108

418,853

1,690,358

1,694,003

6,561,431

10,977,753

Semiannual

3.80

90.413.000-1

CCU S.A.

CHILE

388 18/10/2004 BONO SERIE E

CHILE

UF

-

2,262,859

6,648,016

4,397,177

13,605,302

26,913,354

Semiannual

4.00

90.413.000-1

CCU S.A.

CHILE

573 23/03/2009 BONO SERIE H

CHILE

UF

550,695

-

-

-

45,441,625

45,992,320

Semiannual

4.25

90.413.000-1

CCU S.A.

CHILE

572 23/03/2009 BONO SERIE I

CHILE

UF

-

569,210

68,383,353

-

-

68,952,563

At maturity

3.00

Sub-total

1,163,803

3,250,922

76,721,727

6,091,180

65,608,358

152,835,990

 

 

                                   
                                                       

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate

Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

%

Financial leases obligations

 

90.413.000-1

CCU S.A.

CHILE

99.012.000-5

Consorcio Nacional de Seguros S.A.

CHILE

UF

18,547

57,578

138,734

94,682

15,073,188

15,382,729

Monthly

7.07

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMANN S.A.

CHILE

97.004.000-5

Banco de Chile

CHILE

UF

32,231

82,580

252,851

70,231

-

437,893

Monthly

5.80

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMANN S.A.

CHILE

97.015.000-5

Banco Santander Chile

CHILE

UF

23,991

74,613

17,134

-

-

115,738

Monthly

7.20

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMANN S.A.

CHILE

97.030.000-7

Banco del Estado de Chile

CHILE

UF

18,613

57,038

161,263

175,518

85,551

497,983

Monthly

4.33

76.077.848-6

CERVECERA BELGA DE LA PATAGONIA S.A.

CHILE

97.015.000-5

Banco Santander Chile

CHILE

UF

1,639

4,918

13,115

13,115

12,022

44,809

Monthly

6.27

Subtotal

 

95,021

276,727

583,097

353,546

15,170,761

16,479,152

 

 

Total

27,991,632

14,321,579

95,375,656

15,145,968

98,444,159

251,278,994

 

 

 

(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement (Note 6)

(2) This obligation is hedged by a Cross Currency Rate Swap (Note 6)

F - 80


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

As of December 31, 2011:

 

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate


Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 %

Bank borrowings

 

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,527

-

-

-

52,527

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,27

-

-

-

52,527

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,527

-

-

-

52,527

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,378

-

-

-

52,378

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,378

-

-

-

52,378

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

-

52,378

-

-

-

52,378

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

183,560

-

-

-

-

183,560

At maturity

3.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

106,133

-

-

-

-

106,133

At maturity

3.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

USD

78,469

-

-

-

-

78,469

At maturity

3.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Supervielle

ARGENTINA

USD

-

131,165

-

-

-

131,165

At maturity

6.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

USD

56,747

-

-

-

-

56,747

At maturity

3.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

50,308

-

-

-

-

50,308

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

32,110

-

-

-

-

32,110

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco San Juan

ARGENTINA

USD

53,955

-

-

-

-

53,955

At maturity

3.50

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Supervielle

ARGENTINA

USD

-

131,286

-

-

-

131,286

At maturity

11.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Fondo para la Transformación y Crec,

ARGENTINA

$ARG

11,308

-

-

-

-

11,308

Semiannual

6.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Fondo para la Transformación y Crec,

ARGENTINA

$ARG

-

-

16,962

-

-

16,962

Semiannual

6.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

55,447

-

-

-

-

55,447

At maturity

15.00

O-E

FINCA LA CELIA S.A.

ARGENTINA

O-E

BNA

ARGENTINA

$ARG

844

-

-

-

-

844

At maturity

12.00

91,041,000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97,004,000-5

Banco de Chile

CHILE

USD

-

2,316,269

-

-

-

2,316,269

At maturity

1.18

91,041,000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97,004,000-5

Banco de Chile

CHILE

USD

20,573

-

-

2,303,224

-

2,323,797

At maturity

1.86

91,041,000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97,030,000-5

Bnaco del Estado de Chile

CHILE

USD

-

5,737,443

-

-

-

5,737,443

At maturity

1.00

91,041,000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

97,004,000-5

Banco de Chile

CHILE

USD

47,447

-

-

5,192,000

-

5,239,447

At maturity

1.86

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Citibank

ARGENTINA

$ARG

-

1,333,618

-

-

-

1,333,618

At maturity

15.25

O-E

COMPAÑÍA INDUSTRIAL CERVECERA S A

ARGENTINA

O-E

Banco Frances

ARGENTINA

$ARG

-

2,442,369

-

-

-

2,442,369

At maturity

15.25

O-E

CCU CAYMAN BRANCH

ISLAS CAIMAN

O-E

BBVA S.A. New York Branch

E,E U,U,

USD

-

36,381,447

-

-

-

36,381,447

At maturity

0.98

99,586,280-8

COMPAÑÍA PISQUERA DE CHILE (V.A.)

CHILE

99,586,280-8

Banco Raboinvestments Chile S,A

CHILE

CLP

224,333

9,961,114

-

-

-

10,185,447

At maturity

5.75

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

-

25,997

-

-

-

25,997

At maturity

17.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Citibank

ARGENTINA

$ARG

-

615,058

-

-

-

615,058

At maturity

18.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

-

-

14,751

-

-

14,751

At maturity

17.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Frances

ARGENTINA

$ARG

102,206

-

-

-

-

102,206

At maturity

26.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Macro

ARGENTINA

$ARG

492,420

-

-

-

-

492,420

At maturity

21.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

273,308

-

-

-

-

273,308

At maturity

26.00

O-E

SIDRA LA VICTORIA S.A.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

243,846

-

-

-

-

243,846

At maturity

26.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

-

64,475

-

-

-

64,475

At maturity

20.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco Provincia

ARGENTINA

$ARG

498,363

-

-

-

-

498,363

At maturity

13.75

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco Citibank

ARGENTINA

$ARG

-

3,065,669

-

-

-

3,065,669

At maturity

18.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

-

-

74,278

-

-

74,278

At maturity

17.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco Patagonia

ARGENTINA

$ARG

24,308

-

-

-

-

24,308

At maturity

26.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco Santander Rio

ARGENTINA

$ARG

356,120

-

-

-

-

356,120

At maturity

25.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco HSBC

ARGENTINA

$ARG

488,065

-

-

-

-

488,065

At maturity

26.00

O-E

SAENZ BRIONES & CIA, S.A.C.I.

ARGENTINA

O-E

Banco Macro

ARGENTINA

$ARG

567,785

-

-

-

-

567,785

At maturity

21.00

Subtotal

3,967,655

62,520,625

105,991

7,495,224

-

74,089,495

 

 

                                     

 

 

 

 

F - 81


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

 

Debtor Tax ID

Company

Debtor country

Registration or ID No. Instrument

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate


 

Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 %

Bonds payable

 

91.041.000-8

VIÑA SAN PEDRO TARAPACA S.A.

CHILE

415 13/06/2005 BONO SERIE A

CHILE

UF

605,661

408,231

1,648,221

1,651,641

7,231,565

11,545,319

Semiannual

3.80

90.413.000-1

CCU S.A.

CHILE

388 18/10/2004 BONO SERIE E

CHILE

UF

-

2,208,592

4,244,319

4,275,343

17,659,247

28,387,501

Semiannual

4.00

90.413.000-1

CCU S.A.

CHILE

573 23/03/2009 BONO SERIE H

CHILE

UF

535,162

-

-

-

44,337,147

44,872,309

Semiannual

4.25

90.413.000-1

CCU S.A.

CHILE

572 23/03/2009 BONO SERIE I

CHILE

UF

553,380

-

66,615,125

-

-

67,168,505

At maturity

3.00

UF

1,694,203

2,616,823

72,507,665

5,926,984

69,227,959

151,973,634

 

 

                                   

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

Undiscounting amounts according to maturity

Amortization rate


 

Interest Rate

0 to 3 months

3 months to 1 year

Over 1 year to 3 years

Over 3 years to 5 years

Over 5 years

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 %

Financial leases obligations

 

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMANN S.A.

CHILE

97.004.000-5

Banco de Chile

CHILE

UF

81,323

233,240

231,505

184,772

11,133

741,973

Monthly

5.80

96.981.310-6

COMPAÑÍA CERVECERA KUNSTMANN S.A.

CHILE

97.015.000-5

Banco Santander Chile

CHILE

UF

21,793

67,779

112,975

-

-

202,547

Monthly

7.20

90.413.000-1

CCU S.A.

CHILE

99.012.000-5

Consorcio Nacional de Seguros S.A.

CHILE

UF

16,906

52,487

209,715

92,415

14,712,397

15,083,920

Monthly

7.07

76.077.848-6

CERVECERA BELGA DE LA PATAGONIA S.A.

CHILE

97.015.000-5

Banco Santander Chile

CHILE

UF

1,600

4,800

12,801

12,801

18,134

50,136

Monthly

6.27

Subtotal

 

121,622

358,306

566,996

289,988

14,741,664

16,078,576

 

 

Total

5,783,480

65,495,754

73,180,652

13,712,196

83,969,623

242,141,705

(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement (Note 6)

(2) This obligation is hedged by a Cross Currency Rate Swap (Note 6)

F - 82


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

Details of the fair value of bank borrowings, financial leases obligations and bonds payable are described in Note 6

 

The effective rates of bond obligations are as follow:

 

Bonds serie A 3,96 %
Bonds serie E 4,52%
Bonds serie H 4,26%
Bonds serie I 3,18%

 

 

 

The debts and financial liabilities are stated in several currencies and they accrue fixed and variable interest rates. The details of such obligations classified as per currency and interest type (excluding the effect of cross currency interest rate swap agreements) are as follows:

 

 

 

As of December 31, 2012

As of December 31, 2011

Fixed Interest Rate

Variable Interest Rate

Fixed Interest Rate

Variable Interest Rate

ThCh$

ThCh$

ThCh$

ThCh$

US Dollar

1,164,778

14,156,408

1,138,447

51,998,403

Chilean Pesos

20,872,764

-

10,185,447

-

Argentine Pesos

45,769,902

-

10,767,200

-

Unidades de Fomento

169,315,142

-

168,052,208

-

Total

237,122,586

14,156,408

190,143,302

51,998,403

 

The terms and conditions of the interest accruing obligations as of December 31, 2012, were as follows:

 

a)      Bank Borrowings

 

BBVA New York – Bank Loans

 

On November 23, 2007, the Company obtained, through its Cayman Islands agency, a 5 year bank loan from the Cayman Islands branch of BBVA bank, for 70 million US Dollars maturing on November 23, 2012. Subsequently, BBVA ceded that contract to the Banco del Estado de Chile, according to letter dated August 28, 2012 and notified to the Agency of the Company in Cayman Islands, dated October 1, 2012. On November 23, 2012, this loan was paid.

 

Raboinvestment Chile S.A. (Raboinvestment) – Bank Loans

 

On August 12, 2010, the subsidiary Compañía Pisquera de Chile S.A. (CPCh) renegotiated a syndicated loan with banks BCI, BBVA and Raboinvestment Chile S.A. (Raboinvestment) where BCI and BBVA ceded and transferred their respective shares of the credit to Raboinvestment. On the same date CPCh and Raboinvestment signed an agreement acknowledging the debt and rescheduling of the total outstanding debt, for the capital of that syndicated loan for an amount of ThCh$ 9,961,114, which was paid in a single installment on August 12, 2012.

 

This loan accrued interest at an annual fixed rate of 5.75%. The Company amortizes interests semi-annually and were paid on August 12 and February 12, of each year.

 

Banco del Estado de Chile – Bank Loans

 

On July 27, 2012, the subsidiary Compañía Pisquera Chile S.A. signed a bank loan with the Banco del Estado de Chile for a total of ThCh$ 16,000,000, for a period of 5 years, with maturity on July 27, 2017.

 

This loan accrues interest at an annual fixed rate of 6.86% and an effective rate of 7.17%. The Company amortizes interest semi-annually, and the capital amortization consists of a single payment at the end of the established term.

 

F - 83


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

This obligation is subject to certain reporting obligations in addition to complying with the following financial ratios, as measured by the balance sheet and audited annual financial statements as of December 31, during the last 12 months:

 

(a)   Maintain a Financial Expense Coverage not less than 3, calculated as the relationship between Gross Margin less Marketing costs, Distribution and Administration expenses, plus Other income by function, less Other expenses by function, plus Depreciation and Amortization, divided by Financial costs.

 

(b)   Maintain a debt ratio of no more than 2.5, measured as Total liabilities divided by Equity.

 

(c)    Maintain Equity higher than UF 770,000.

 

In addition, this loan obliges CPCh to comply with certain restrictions of affirmative nature, including maintaining insurance, maintaining the ownership of essential assets, and also to comply with certain restrictions, such as not to pledge, mortgage or grant any kind of encumbrance or real right over any fixed asset with an individual accounting value higher than UF 10,000, except under the terms established by the agreement, among other.

 

As of December 31, 2012 and 2011, the Company was in compliance with the financial covenants and specific requirements of this loan.

 

Banco de Chile – Bank Loans

 

a. On July 11, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of
US$ 4,436,000, maturing on July 11, 2012.

 

    This loan accrues interest at a compound floating rate 180 days Libor plus a fixed margin. The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

 

    This debt was changed to Euros and a fixed interest rate through currency and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies see Note 6.  

 

    On July 11, 2012, this loan was payment.

 

b. On July 11, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of
US$ 4,436,000, maturing on July 11, 2016.

 

    This loan accrues interest at a compound floating rate 180 days Libor plus a fixed margin. The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

 

    This debt was changed to Euros and a fixed interest rate through a currency and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies see Note 6

 

c. On July 7, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco de Chile for a total of
US$ 10,000,000, maturing on July 7, 2016.

 

    This loan accrues interest at a compound floating rate 180 days Libor plus a fixed margin. The subsidiary amortizes interest semi-annually, and capital amortization consists of a single payment at the end of the established term.

 

    The interest rate risk to which the subsidiary is exposed as result of this loan is mitigated by the use of cross interest rate swap agreements (interest rate fixed). For details of the Company`s hedge strategies see Note 6

 

The aforementioned loans oblige the Company to comply with the same covenants as the Series A Bond as indicated in letter c) obligations with the public in this Note.

 

Banco del Estado de Chile  – Bank Loans

 

a.   On July 18, 2011, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of US$ 11,000,000, maturing on July 18, 2012.

 

      This loan accrues interest at a compound floating rate 180 days Libor plus a fixed margin. The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.

F - 84


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

      This loan obliges the Company to comply with the same covenants as the Series A Bond as indicated in letter c) obligations with the public in this Note.

 

      On July 18, 2012, this loan was payment.

 

b.   On April 23, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 3,000,000, maturing on July 19, 2012.

 

     On July 19, 2012 the previous loan was renewed for a period of 71 days, maturing on September 28, 2012. Subsequently, this loan was renewed for a period of 84 days, maturing on December 21, 2012. On December 21, 2012, this loan was renewed for 60 days, maturing on February 19, 2013.

 

      This loan accrues interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

 

c.   On July 19, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 1,000,000, maturing on September 28, 2012. Subsequently this loan was renewed for a period of 84 days, maturing on December 21, 2012. It was renewed for 60 days, maturing in February 19, 2013.

 

      This loan accrues a fixed interest at an annual rate. The subsidiary amortizes interest and capital amortization consists of a single payment at the end of the established term.

 

 

Banco Scotiabank – Bank Loans

 

a. On June 22, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of US$ 3,897,940, maturing on June 20, 2013.

 

This loan accrues interest at a compound floating rate for 90 days Libor plus a fixed margin. The subsidiary amortizes interest quarterly and capital amortization consists of a single payment at the end of the established term.

 

    This debt was changed to Euros and a fixed interest rate through currency and interest rate swap agreements (Cross Currency Interest Rate Swap). For details of the Company`s hedge strategies see Note 6

 

b. On June 21, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of
US$ 11,000,000, maturing on June 21, 2013.

 

    This loan accrues interest at a compound floating rate for 180 days Libor plus a fixed margin. The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.

 

 

BBVA Banco Francés S.A.; HSBC Bank Argentina S.A.; Banco de Galicia y Buenos Aires S.A.; La Sucursal de Citibank NA established in Argentinian Republic; Banco de La Provincia de Buenos Aires – Syndicated Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

 

On October 5, 2012, the subsidiary CICSA signed a syndicated bank loan for a total of 187.5 million Argentine Pesos, maturing on October 5, 2015.

 

The proportional participation of banks lenders is as follows:

 

a)      BBVA Bank French S.A., with 55 million Argentine Pesos.

 

b)     Banco de la Provincia de Buenos Aires, with 54 million Argentine Pesos.

 

c)     HSBC Bank Argentina S.A., with 43.5 million Argentine Pesos.

 

d)     Banco de Galicia y Buenos Aires S.A., with 20 million Argentine.

 

e)     La Sucursal de Citibank NA established in Argentinian Republic, with 15 million Argentine Pesos.

F - 85


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

This loan accrues interest at an annual rate of 15.01% whose payments are made monthly. The subsidiary amortizes capital in 9 consecutive and equal quarterly installments, after the grace period of 12 months from the date of disbursement.

 

These loans oblige the subsidiary to meet specific requirements and financial covenants related to their Consolidated Financial Statements, which according to agreement of the parties are as follows:

 

a)   Maintain a capability of repayment measure at the end of each quarter less than or equal to 3, calculated as the financial debt over Adjusted EBITDA 1  . Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: Operating result before Interest, Income taxes, Depreciation and Amortization for the period of 12 months immediately prior to the date of calculation.

 

b)   Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 2.5, calculated as the ratio of Adjusted EBITDA (as defined in paragraph (a)) and Financial Costs account.

 

c)   Maintain at the end of each quarter an indebtedness ratio not higher than 1.5, defined as the ratio of Financial Liabilities over the Equity  meaning the Equity at the time of calculation, as it arises from their Financial Statements and in accordance with generally accepted accounting principles in the Argentinian Republic.

 

d)     Maintain at the end of each quarter a minimum Equity of 600 million of Argentine Pesos.

 

Banco de la Nación Argentina – Bank Loan with Compañía Industrial Cervecera S.A. (CICSA)

 

On December 28, 2012, CICSA signed a bank loan for a total of 140 million of Argentine Pesos for a period of 7 years, maturing on November 26, 2019, and whose loan is delivered in two stages, where the first was carried out on December 28, 2012, for a total of 56 million Argentine Pesos and the second installment will be 120 days, subject to the application of the 56 million Pesos granted in the first installment of the loan.

 

This loan accrues interest at an annual rate of 15% fixed by first 36 months. Having completed that term, accrues interest at a compound floating rate BADLAR in Pesos plus a fixed spread of 400 basis points and to this effect will be taken BADLAR rate published by the Central Bank of the Argentina Republic, corresponding to five working days prior to the start of the period, subject to the condition that does not exceed the lending rate of the general portfolio of the Banco de la Nación Argentina, in whose case shall apply this.

 

The subsidiary amortizes capital in 74 consecutive and equal installments, after the grace period of 10 months from the date of disbursement.

 

b)      Financial Lease Obligations

 

The most significant financial lease agreements are as follows:

 

CCU S.A.

 

In December, 2004, the Company sold a piece of land previously classified as investment property. As part of the transaction, the Company leased eleven floors of a building under construction on the mentioned piece of land.

 

The building was completed during 2007, and on June 28, 2007, the Company entered into a 25-years lease agreement with Compañía de Seguros de Vida Consorcio Nacional de Seguros S.A., for a total amount of UF 688,635.63, with an annual interest rate of 7.07%. The current value of the agreement amounted to ThCh$ 10,403,632 as of December 31, 2007. The agreement also grants CCU the right or option to acquire the assets contained in the agreement (real estate, furniture and facilities) as from month 68 of the lease. The lease rentals committed are according to the conditions prevailing in the market. For Chilean GAAP purposes, in 2004 the Company recognized a ThCh$ 3,108,950 gain for the building portion not leased by the Company, and a ThCh$ 2,260,851 liability deferred through completion of the building, when the Company recorded the transaction as financial lease.

 

 

 


1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization).

F - 86


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Compañía Cervecera Kunstmann S.A.

 

The lease agreements are as follows:

 

 

Type

Institution

Contract Date

Amount (UF)

Number of quotas

Anual Interest

Purchase option (UF)

Production plant

Banco Chile

04/19/2005

20,489

168

8.30%

302

Land Lote 2 C

Banco Chile

06/26/2007

7,716

121

5.80%

85

Land Lote 2 D

Banco Chile

03/25/2008

15,000

97

4.30%

183

Grain cooker

Banco Chile

08/31/2008

43,969

61

4.13%

800

Inspector level of filling, capping, pasteurization and packaging line

Banco Santander- Chile

01/12/2009

14,077

61

7.16%

276

Rinser-Filler-Capping Machine

Banco Santander- Chile

02/03/2009

5,203

61

7.34%

102

Land Lote 13F1

Banco Santander- Chile

12/01/2009

2,116

119

6.27%

26

 

 

The following is a detail of future payments and the current value of the financial lease obligations as of December 31, 2012:

 

 

Lease Minimum Future Payments

As of December 31, 2012

Gross Amount

Interest

Current Value

ThCh$

ThCh$

ThCh$

Less than one year

 

1,457,311

1,098,396

358,915

Between one and five year

 

6,358,214

5,270,767

1,087,447

Over five years

 

27,910,316

12,877,526

15,032,790

Total

35,725,841

19,246,689

16,479,152

 

 

c)      Bonds Payable

 

Series A Bonds – Subsidiary Viña San Pedro Tarapacá S.A.

 

On June 13, 2005, the subsidiary Viña San Pedro Tarapacá S.A. recorded in the Securities Record a bond issue for a total UF 1,500,000 at a 20-years term maturing on July 15, 2025. Such issue was placed in the local market on July 20, 2005, with a premium amounting to ThCh$ 227,378. This obligation accrues interest at a fixed annual rate of 3.8% and amortizes interest and capital semi-annually.

 

On December 17, 2010, took place the Board of Bondholders Serie A, which decided to modify the issued Contract of such bonds in order to update certain references and adapt it to the new IFRS accounting standards. The amendment of the issued Contract is dated December 21, 2010 and has the repertory No. 35739-2010 in the Notary of Ricardo San Martín Urrejola. Because of these changes, the commitment of this subsidiary is to comply with certain financial ratios that will be calculated only on the Consolidated Financial Statements. These financial ratios and other conditions are as follows:

 

 

(a)   Control over subsidiaries representing at least 30% of the consolidated Adjusted EBITDA of the issuer.Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded in the Note Nature of the costs and expenses.

 

(b)   Not to enter into investments in instruments issued by related parties different from its subsidiaries.

F - 87


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

(c)    Neither sells nor transfers essential assets that jeopardize the continuance of its current purpose.

 

(d)   Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.2, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. The Total Adjusted Liabilities is defined as Total Liabilities less Dividends provisioned, according to policy contained in the Statement of Changes in Equity, plus the amount of all guarantees, debts or obligations of third parties not within the liabilities and outside the Issuer or its subsidiaries that are cautioned by real guarantees granted by the Issuer or its subsidiaries. Total Adjusted Equity is defined as Total Equity plus Dividends provisioned, according to policy contained in the Statement of Changes in Equity.

 

(e)   Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDA (as defined in paragraph (a)) and Financial Costs account.

 

(f)    Maintain at the end of each quarter a minimum equity of ThCh$ 83,337,800, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.

 

On July 21, 2011 the subsidiary made a partial prepayment for 750 Series A Bonds (of the 1,500 issued) equivalent to
UF 513,750, according to Section Twelve of Clause Four for the Issue Contract Bond issued by public deed dated April 28, 2005.

 

Additionally, the subsidiary recognized in the Consolidated Statement ofIncome an expenditure of ThCh$ 103,735, for expenses associated with the issuance of this debt.

 

As of December 31, 2012 and 2011, the Company was in compliance with the financial covenants required for this public issue.

 

 

Series E Bonds – CCU S.A.

 

On October 18, 2004, under number 388 the Company recorded in the Securities Record the issue of 20-year term public bonds for a total UF 2,000,000 maturing on December 1, 2024. This issue was placed in the local market on December 1, 2004, with a discount amounting to ThCh$ 897,857. This obligation accrues interests at a fixed annual rate of 4.0%, and it amortizes interest and capital semi-annually.

 

On December 17, 2010, took place the Board of Bondholders Serie A, which decided to modify the issued Contract of those bonds in order to update certain references and adapt it to the new IFRS accounting standards. The amendment of the issued Contract is dated December 21, 2010 and has the repertory No. 35738-2010 in the Notary of Ricardo San Martín Urrejola. Because of these changes, the commitment of the Company is to comply with certain financial ratios that will be calculated only on the Consolidated Financial Statements. These financial ratios and other conditions are as follows:

 

(a)   Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.5, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. Total Adjusted Liabilities is defined as Total Liabilities less Dividends provisioned, according to policy included in the Statement of Changes in Equity, plus the amount of all guarantees granted by the Issuer or its subsidiaries that are cautioned by real guarantees, except as noted in the contract.  Total Adjusted Equity is defined as Total Equity plus Dividends provisioned, according to policy included in the Statement of Changes in Equity.

 

(b)   Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDA and Financial Costs account. Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the costs and expenses.

 

F - 88


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

(c)    Maintain at the end of each quarter, assets free of liens for an amount equal to at least 1.2, defined as the ratio of Total Assets free of lien and Total Adjusted Liabilities free of lien. Is defined as Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Total Adjusted Liabilities free of lien are defined as Total Liabilities less Dividends provisioned according to policy contained in the Statement of Changes in Equity.

 

(d)   Maintain at the end of each quarter a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy contained in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.

 

(e)   To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Limitada, Embotelladoras Chilenas Unidas S.A. and Viña San Pedro Tarapacá S.A., except in the cases and under the terms established in the agreement.

 

(f)    To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

 

(g)   Not to make investments in facilities issued by related parties, except in the cases and under the terms established in the agreement.

 

(h)   Neither sells nor transfer assets from the issuer and its subsidiaries representing over 25% of the assets total of the consolidated financial statements.

 

As of December 31, 2012 and 2011, the Company was in compliance with the financial covenants required for this public issue.

 

 

Series H and I Bonds – CCU S.A.

 

On March 23, 2009, the Company recorded in the Securities Record the issue of bonds Series H and I for a combined total of UF 5 million, with 10 and 30 years terms, respectively. Emissions of both series were placed in the local market on April 2, 2009.  The issuance of the Bond I was UF 3 million  with maturity on March 15, 2014, with a discount amounting to
ThCh$ 413,181, and accrues interest at an annual fixed rate of 3.0%, with amortize interest semi-annually and excluding the capital (bullet).  The issuance of the Bond H was UF 2 million  with maturity on March 15, 2030, with a discount amounting to ThCh$ 156,952, and accrues interest at an annual fixed rate of 4.25%, with amortizes interest and capital semi-annually.

 

By deed dated December 27, 2010 issued in the Notary of Ricardo San Martín Urrejola, under repertoires No. 36446-2010 and 36447-2010, were amended Issue Contract Series H and I, respectively, in order to update certain references and to adapt to the new IFRS accounting rules.

 

The current issue was subscribed with Banco Santander Chile as representative of the bond holders and as paying bank, and it requires that the Company complies with the following financial covenants on its consolidated financial statements and other specific requirements:

 

(a)   Maintain at the end of each quarter an indebtedness ratio measured over the consolidated financial statements not higher than 1.5, defined as the ratio of Total Adjusted Liabilities and Total Adjusted Equity. The Total Adjusted Liabilities are defined as Total Liabilities less Dividends provisioned, according to policy included in the Statement of Changes in Equity, plus the amount of all guarantees, debts or obligations of third parties not within the liability and outside the Issuer or its subsidiaries that are cautioned by real guarantees granted by the Issuer or its subsidiaries. Total Adjusted Equity is defined as Total Equity plus Dividends provisioned account, according to policy included in the Statement of Changes in Equity.

 

(b)   Maintain a Financial Expense Coverage measured at the end of each quarter and retroactively for periods of 12 months, not less than 3, calculated as the ratio of Adjusted EBITDA and Financial Costs account. Adjusted EBITDA means EBITDA as calculated by the Company in accordance with particular debt instruments in order to measure such instruments’ financial covenants and is defined as: (i) the sum of Gross Margin and Other income by function accounts; (ii) less (absolute numbers) Distribution costs, Administrative expenses and Other expenses by function accounts; and (iii) plus (absolute numbers) Depreciation and Amortization recorded on the Note Nature of the cost and expenses.

F - 89


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

(c)    Maintain at the end of each quarter, assets free of liens for an amount equal to, at least, 1.2, defined as the ratio of Total Assets free of lien and Financial Debt free of lien. Total Assets free of lien are defined as Total Assets less assets pledged as collateral for cautioned obligations of third parties. Financial Debt free of lien is defined as the sum of lines Bank Loans, Bonds payable and Finance lease obligations contained in Note Other financial liabilities of the Consolidated Financial Statements.

 

(d)   Maintain at the end of each quarter a minimum equity of ThCh$ 312,516,750, meaning Equity Attributable to Equity Holders of the Parent plus the Dividends provisioned account, according to policy included in the Statement of Changes in Equity. This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer.

 

(e)   To maintain, either directly or indirectly, ownership over more than 50% of the subscribed and paid-up shares and over the voting rights of the following companies: Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A.

 

(f)    Maintain a nominal installed capacity for the production manufacturing of beer and soft drinks, equal or higher altogether than 15.9 million hectoliters a year, except in the cases and under the terms of the contract.

 

(g)   To maintain, either directly or through a subsidiary, ownership of the trademark "CRISTAL", denominative for beer class 32 of the international classifier, and not to transfer its use, except to its subsidiaries.

 

(h)   Not to make investments in facilities issued by related parties, except in the cases and under the terms established in the agreement.

 

As of December 31, 2012 and 2011 the Company was in compliance with the financial covenants required for this public issue.

 

As December 31, 2011, the SVS had formalized the changes to the registration of the aforementioned four series of bonds.

 

 

Note 28 Accounts payable – trade and other payables

 

As of December 31, 2012 and 2011, the total Accounts payable-trade and other payables are as follows:

 

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Suppliers

135,588,879

133,762,419

Notes payable

1,156,777

1,065,122

Withholdings payable

29,371,722

31,376,079

Total

166,117,378

166,203,620

Current

165,392,448

166,203,620

Non-current

724,930

-

Total

166,117,378

166,203,620

 

F - 90


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 29 Provisions

 

As of December 31, 2012 and 2011, the total provisions recorded in the consolidated statement of financial position are as follows:

 

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Litigation

984,466

1,624,479

Others

910,663

1,459,960

Total

1,895,129

3,084,439

Current

401,849

1,169,126

Non-current

1,493,280

1,915,313

Total

1,895,129

3,084,439

 

The following was the change in provisions during the year ended December 31, 2011 and 2012:

 

 

 

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2011

1,220,844

-

1,220,844

As of December 31, 2011

Incorporated

1,257,890

1,459,960

2,717,850

Used

(869,774)

-

(869,774)

Conversion effect

15,519

-

15,519

As of December 31, 2011

1,624,479

1,459,960

3,084,439

As of December 31, 2012

Incorporated

1,064,601

125,568

1,190,169

Used

(1,076,435)

(100,567)

(1,177,002)

Released

(418,035)

(295,461)

(713,496)

Conversion effect

(210,144)

(278,837)

(488,981)

As of December 31, 2012

984,466

910,663

1,895,129

 

The maturities of provisions at December 31, 2012, were as follows:

 

  

 

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

Less than one year

401,849

-

401,849

Between two and five years

396,203

910,663

1,306,866

Over five years

186,414

-

186,414

Total

984,466

910,663

1,895,129

 

 

F - 91


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Litigation

 

The detail of significant litigation proceedings to which the Company is exposed at a consolidated level is described in Note 35

 

Management believes based on the development of such proceedings to date, the provisions established on a case by basis are adequate to cover the eventual adverse effects that could arise from these proceedings.

 

Note 30 Other non-financial liabilities

 

As of December 31, 2012 and 2011, the total Other non-financial liabilities are as follows:

 

 

 

 

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Parent dividend provisioned by the board

20,065,681

19,428,675

Parent dividend provisioned according to policy

37,150,689

41,947,122

Outstanding parent dividends

505,162

603,608

Subsidiaries dividends according to policy

5,084,143

6,226,709

Others

43,579

257,810

Total

62,849,254

68,463,924

Current

62,849,254

68,463,924

Non-current

-

-

Total

62,849,254

68,463,924

 

 

Note 31 Employee Benefits

 

The Company grants short term and employment termination benefits as part of its compensation policies.

 

The parent company and its subsidiaries maintain collective agreements with their employees, which establish the compensation and/or short–term and long-term benefits for their staff, the main features of which are described below:

 

 

i. Short-term benefits are generally based on combined plans or agreements, designed to compensate benefits received, such as paid vacation, annual performance bonuses and compensation through annuities.

 

ii. Long-term benefits are plans or agreements mainly intended to cover the post-employment benefits generated at the end of the labour relationship, be it by voluntary resignation or death of personnel hired.

 

F - 92


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The cost of such benefits is charged against income, in the “Staff Expense” item.

 

As of December 31, 2012 and 2011, the total staff benefits recorded in the Consolidated Statement of Financial Position is as follows:

 

 

Employees’ Benefits

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Short term benefits

15,901,409

13,898,602

Employment termination benefits

13,171,264

15,531,518

Total

29,072,673

29,430,120

Current

15,901,531

13,906,409

Non-current

13,171,142

15,523,711

Total

29,072,673

29,430,120

 

 

The following is a detail of the Short-term and Severance Indemnity.

 

Employees’ Bonuses

 

Short-term benefits are mainly comprised of recorded vacation (on accruals basis), bonuses and share compensation. Such benefits are recorded when the obligation is accrued and are usually paid within a 12-month periods, consequently, they are not discounted.

 

As of December 31, 2012 and 2011, the provisions recorded as a result of services granted and unpaid are as follows:

 

 

Short-Term Employees’ Benefits

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Vacation

6,231,487

5,837,134

Bonus and compensation

9,669,922

8,061,468

Total

15,901,409

13,898,602

 

The Company records the staff vacation cost on an accrual basis.

Severance Indemnity

 

The Company records a liability for the payment of irrevocable severance indemnities, originated by collective and individual agreements entered into with certain groups of employees. Such obligations are determined by means of the present value of the accrued benefit costs, a method that considers several factors in the calculation such as estimates of employee turnover, mortality rates, future salary increases and discount rates. The Company periodically evaluates these factors based on historical data and future projections, making adjustments that apply to identifiable sustained trends. As a result of this process, the discount and turnover rates were updated resulting in a decrease of ThCh$ 3,083,336 in the liability for the payment of severance indemnities, which was registered in the Consolidated Statement of Income during 2012. The obligation is calculated using the severance benefits accrual method. The discount rate is determined by reference to market interest rate curves for high quality bonds. The discount rate in Chile was 6.8% (7.7% in 2011) and in Argentina 26.6% (26.6% in 2011).

F - 93


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

As of December 31, 2012 and 2011, the obligation recorded for severance indemnity are as follows:

 

 

Severance Indemnity

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Current

122

7,807

Non-current

13,171,142

15,523,711

Total

13,171,264

15,531,518

 

 

The change in the severance indemnity during the year ended as of December 31, 2011 and 2012, was as follows:

 

 

Severance Indemnity

Severance Indemnity

ThCh$

Balance as of January 1, 2011

14,767,065

As of December 31, 2011

Current cost of service

615,619

Interest cost

1,212,321

Actuarial loss

610,428

Paid-up benefits

(1,692,390)

Past service cost

407,893

From business combinations

51,392

Others

 

(440,810)

As of December 31, 2011

15,531,518

As of December 31, 2012

Current cost of service

523,159

Interest cost

1,274,978

Actuarial Gain

(3,492,211)

Paid-up benefits

(721,945)

Past service cost

304,355

Others

 

(248,590)

As of December 31, 2012

13,171,264

 

 

F - 94


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

The figures recorded in the Consolidated Statement of Income as of December 31, 2012, 2011 and 2010, are as follows:

 

 

Expense recognized for severance indemnity

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Current cost of service

523,159

615,619

533,870

Interest cost

1,274,978

1,212,321

973,827

Past service cost

304,355

407,893

482,816

Actuarial (Gain) loss

(3,492,211)

610,428

101,357

Non-provided paid benefits

1,557,398

2,013,319

1,140,911

Other

814,130

(393,603)

437,814

Total expense recognized in consolidated statement of income

981,809

4,465,977

3,670,595

 

Actuarial Assumptions

 

As mentioned in Note 2.19 – Employees’ Benefits, the severance payment obligation is recorded at its actuarial value. The main actuarial assumptions used for the calculation of the severance indemnity obligation as of December 31, 2012 and 2011, are as follows:

 

 

 

Chile

Argentina

As of December

As of December

2012

2011

2012

2011

Mortality table

RV-2004

RV-2004

Gam '83

Gam '83

Annual interest rate

6.8%

7.7%

26.6%

26.6%

Voluntary retirement rotation rate

1.9%

1.0%

n/a

n/a

Company’s needs rotation rate

5.3%

0.5%

n/a

n/a

Salary increase

3.7%

3.7%

21.2%

21.2%

Estimated retirement age for

Officers

60

60

60

60

Other

Male

65

65

65

65

 

Female

60

60

60

60

 

 

Sensitivity Analysis

 

The Following is a sensitivity analysis based on increased (decreased) of 1 percent on the discount rate:

 

Sensitivity Analysis

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

1% increase in the Discount Rate (Gain)

854,557

1,321,827

1% decrease in the Discount Rate (Loss)

(980,616)

(1,556,424)

 

 

F - 95


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Personal expense

 

The amounts recorded in the Consolidated Statement of Income for the years ended as of December 31, 2012, 2011 and 2010, are as follows:

 

 

Personal expense

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Salaries

93,673,136

81,614,738

72,614,896

Employees’ short-term benefits

15,063,545

13,261,746

10,447,030

Employments termination benefits

981,809

4,465,977

3,670,595

Other staff expense

18,442,996

15,461,284

13,141,922

Total (1)

128,161,486

114,803,745

99,874,443

(1) See Note 10

 

 

Note 32 Non-controlling Interests

 

Non-controlling Interests consist of the following:

 

a) Equity

 

 

Equity

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

74,676,117

93,480,376

Aguas CCU-Nestlé Chile S.A.

11,327,035

10,330,598

Compañía Pisquera de Chile S.A.

4,654,855

4,467,618

Compañía Cervecera Kunstmann S.A.

3,459,887

2,938,659

Saenz Briones & Cía. S.A.

2,772,662

4,232,200

Sidra La Victoria S.A.

1,210

1,499

Others

406,841

358,775

Total

 

97,298,607

115,809,725

 

 

b) Result

 

 

Result

For the years ended December 31,

2012

2011

2010

ThCh$

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

3,397,717

6,659,574

3,828,056

Aguas CCU-Nestlé Chile S.A.

4,884,619

3,614,682

3,233,336

Compañía Pisquera de Chile S.A.

960,778

958,959

918,065

Compañía Cervecerías Unidas Argentina S.A.

-

-

420,387

Compañía Cervecera Kunstmann S.A.

1,052,257

899,089

769,924

Saenz Briones & Cía. S.A.

(798,955)

(30,920)

-

Sidra La Victoria S.A.

(8)

223

-

Others

47,759

(51,000)

67,387

Total

9,544,167

12,050,607

9,237,155

 

F - 96


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 33 Common Shareholders’ Equity

 

Subscribed and paid-up Capital

 

As of December 31, 2012 and 2011, the Company’s capital shows a balance of ThCh$ 215,540,419, consisting of a total 318,502,872 shares without face value, entirely subscribed and paid-up. The Company has issued only one series of common shares, without any pre-emptive rights. Such common shares are registered for trading at the Santiago and Chile Stock Exchanges, and at the New York Stock Exchange /NYSE), through ADS (American Depositary Shares), with an equivalence of two shares per ADS (See Note 1). 

 

The Company has not issued any shares or convertible instruments during the period, thus changing the number of outstanding shares as of December 31, 2012 and 2011.

 

Capital Management

 

The primary purpose, when managing shareholder’s capital, is to maintain an adequate credit risk profile and a healthy capital ratio allowing the Company to access the capitals market for the development of its medium and long term purposes and, at the same time, to maximize shareholder’s return.

 

Consolidated Statement of Comprehensive Income

 

As of December 31, 2010, 2011 and 2012, the detail of the comprehensive income and expense of the term is as follows:

 

 

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge

(429,445)

79,447

(349,998)

Conversion differences of subsidiaries abroad

(11,900,089)

-

(11,900,089)

Total comprehensive income as of December 31, 2010

(12,329,534)

79,447

(12,250,087)

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge

(239,524)

42,580

(196,944)

Conversion differences of subsidiaries abroad

2,372,063

-

2,372,063

Total comprehensive income as of December 31, 2011

2,132,539

42,580

2,175,119

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge

(826,120)

189,525

(636,595)

Conversion differences of subsidiaries abroad

(21,230,019)

-

(21,230,019)

Total comprehensive income as of December 31, 2012

(22,056,139)

189,525

(21,866,614)

 

F - 97


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Income per share

 

The basic income per share is calculated as the ratio between the net income (loss) of the term corresponding to shares holders and the weighted average number of valid outstanding shares during such term.

 

As of December 31, 2012, 2011 and 2010, the information used for the calculation of the income as per each basic and diluted share is as follows:

 

 

Income per share

For the years ended December 31,

2012

2011

2010

Equity holders of the controlling company (ThCh$)

114,432,733

122,751,594

110,699,515

Weighted average number of shares

318,502,872

318,502,872

318,502,872

Basic and diluted income per share (in Chilean pesos)

359,28

385,40

347,56

Equity holders of the controlling company (ThCh$)

114,432,733

122,751,594

110,699,515

Weighted average number of shares

318,502,872

318,502,872

318,502,872

Basic and diluted income per share (in Chilean pesos)

359.28

385.40

347.56

 

 

As of December 31, 2012, 2011 and 2010, the Company has not issued any convertible or other kind of instruments creating diluting effects.

 

Distributable net Income

 

In accordance with Circular No 1945 from the SVS on November 4, 2009, the Board of Directors agreed that the net distributable profit for the year 2011 will be that reflected in the financial statements attributable to equity holders of the parents, without adjustment. The above agreement remains in effect for the year ended December 31, 2012.

 

Dividends

 

The Company’s dividend policy consists of annually distributing at least 50% of the net distributable profit of the year.

 

As of December 31, 2010, 2011 and 2012, the Company has distributed the following dividends, either interim or final:

 

 

Dividend Nº

Payment Date

Type of Dividend

Dividends per Share

Related to FY

238

08/01/2010

Interim

60.00000

2009

239

04/28/2010

Final

140.99893

2010

240

01/07/2011

Interim

58,00000

2010

241

04/27/2011

Final

115.78103

2010

242

01/06/2012

Interim

61.00000

2011

243

04/13/2012

Final

131.70092

2011

 

 

On April 20, 2010, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 239, amounting to ThCh$ 44,908,564 corresponding to $ 140.99893 per share. This dividend was paid on April 28, 2010.

 

On April 15, 2011, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 241, amounting to ThCh$ 36,876,591 corresponding to $ 115.78103 per share. This dividend was paid on April 27, 2011.

 

On April 11, 2012, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 243, amounting to ThCh$ 41,947,122 corresponding to $ 131.70092 per share. This dividend was paid on April 20, 2012.

 

 

F - 98


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Other Reserves

                                                             

The reserves that are a part of the Company’s equity are as follows:

 

Currency Translation Reserves: This reserve originated mainly from the translation of foreign subsidiaries’ financial statements whose functional currency is different from the presentation currency of the Consolidated Financial Statements. As of December 31, 2012, it amounts to a negative reserve of ThCh$ 44,675,962 (ThCh$ 25,038,705 in 2011).

 

Hedge reserve: This reserve originated from the hedge accounting application of financial liabilities for. The reserve is reversed at the end of the hedge agreement, or when the transaction ceases qualifying for hedge accounting, whichever is first. The reserve effects are transferred to income. As of December 31, 2012, it amounts to a positive reserve of ThCh$ 98,990 (ThCh$ 484,432 in 2011), net of deferred taxes.

 

Other reserves: As of December 31, 2012 and 2011, the amount is a negative reserve of ThCh$ 3,371,276 for both dates. Such reserves relate mainly to the following concepts:

 

-              Adjustment due to re-assessment of fixed assets carried out in 1979.

-              Price level restatement of paid-up capital registered as of December 31, 2008, according to SVS Circular Letter Nª456.

-              Difference in purchase of shares of the subsidiary Viña San Pedro Tarapacá S.A. made during year 2012 (Note 1, paragraph (4)). 

 

 

F - 99


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 34 Effects of changes in currency exchange rates

 

Current assets are denominated in the following currencies:

 

CURRENT ASSETS

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Current assets

 

Cash and cash equivalents

102.337.275

178.065.758

CLP

84,177,175

155,337,767

U.F.

-

18,963,052

USD

975,193

2,685,764

Euros

303,571

141,146

$ARG

16,847,635

936,654

Others currencies

33,701

1,375

Other financial assets

1,380,474

3,943,959

CLP

1,227,252

1,134,681

USD

119,822

2,734,498

Euros

22,569

67,807

Others currencies

10,831

6,973

Other non-financial assets

16,376,293

10,098,360

CLP

8,990,800

6,995,075

U.F.

284,030

14,447

USD

68

-

$ARG

7,101,395

3,088,838

Accounts receivable - trade and other receivables

204,570,870

193,065,252

CLP

128,498,015

123,527,377

U.F.

103,408

106,795

USD

20,142,827

19,274,307

Euros

6,973,740

7,960,667

$ARG

46,422,310

39,724,238

Others currencies

2,430,570

2,471,868

Accounts receivable from related companies

9,611,990

9,895,877

CLP

9,329,149

9,645,642

USD

282,841

14,693

Euros

-

235,542

Inventories

141,910,972

128,535,184

CLP

118,219,722

100,880,743

USD

3,715,441

5,494,936

Euros

229,090

146,591

$ARG

19,746,719

22,012,914

Tax receivables

19,287,830

17,277,288

CLP

16,690,439

15,259,072

$ARG

2,597,391

2,018,216

Non-current assets held for sale

412,332

509,675

$ARG

412,332

509,675

Total current assets

495,888,036

541,391,353

 

CLP

367,132,552

412,780,357

U.F.

387,438

19,084,294

USD

25,236,192

30,204,198

Euros

7,528,970

8,551,753

$ARG

93,127,782

68,290,535

Others currencies

2,475,102

2,480,216

Total current assets by currencies

495,888,036

541,391,353

 

F - 100


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Non-Current assets are denominated in the following currencies:

 

 

NON-CURRENT ASSETS

As of December 31, 2012

As of December 31, 2011

ThCh$

ThCh$

Non-current assets

 

Other financial assets

65,541

194,669

USD

65,541

194,531

Euros

-

138

Other non-financial assets

23,239,482

2,996,836

CLP

21,755,055

1,460,245

$ARG

1,484,427

1,536,591

Accounts receivable from related companies

414,115

418,922

U.F.

414,115

418,922

Investments accounted for using the equity method

17,326,391

17,518,920

CLP

17,235,882

17,428,644

$ARG

90,509

90,276

Intangible assets different than goodwill

58,669,967

60,001,652

CLP

46,949,148

45,711,152

$ARG

11,720,819

14,290,500

Goodwill

70,055,369

73,816,817

CLP

54,122,302

54,122,302

$ARG

15,933,067

19,694,515

Property, plant and equipment (net)

612,328,661

556,949,110

CLP

526,036,526

486,464,956

USD

2,740,211

567,815

Euros

6,133,379

1,100,868

$ARG

77,418,545

68,815,471

Biological assets

18,105,213

18,320,548

CLP

17,174,554

17,616,373

$ARG

930,659

704,175

Investment property

6,560,046

7,720,575

CLP

3,541,321

3,960,500

$ARG

3,018,725

3,760,075

Deferred tax assets

23,794,919

19,035,108

CLP

20,242,294

16,915,921

$ARG

3,552,625

2,119,187

Total non-current assets

830,559,704

756,973,157

 

CLP

707,057,082

643,680,093

U.F.

414,115

418,922

USD

2,805,752

762,346

Euros

6,133,379

1,101,006

$ARG

114,149,376

111,010,790

Total non-current assets by currencies

830,559,704

756,973,157

 

 

F - 101


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Current liabilities are denominated in the following currencies:

 

 

CURRENT LIABILITIES

As of December 31, 2012

As of December 31, 2011

Until 90 days

More the 91 days until 1 year

Until 90 days

More the 91 days until 1 year

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities

28,691,531

26,182,736

10,541,287

77,472,482

CLP

4,456,464

12,384,910

224,334

21,869,822

U.F.

1,258,825

3,527,646

1,815,825

2,975,128

USD

919,513

7,976,161

5,336,917

45,080,344

Euros

196,660

-

43,411

-

$ARG

21,860,069

2,294,019

3,114,020

7,547,188

Others currencies

-

-

6,780

-

Account payable - trade and other payables

164,942,914

449,534

165,450,644

752,976

CLP

108,134,279

415,325

110,256,517

750,794

USD

10,174,297

34,209

12,106,547

25

Euros

5,152,350

-

4,777,796

2,157

$ARG

41,143,583

-

38,147,313

-

Others currencies

338,405

-

162,471

-

Accounts payable to related companies

8,013,545

-

7,985,452

-

CLP

2,663,033

-

4,538,785

-

U.F.

604,276

-

398,796

 

Euros

4,746,236

-

3,047,871

-

Other short-term provisons

401,849

-

1,169,126

-

CLP

1,609

-

510,179

-

$ARG

400,240

-

658,947

-

Tax liabilities

-

7,096,722

-

16,810,273

CLP

-

4,516,584

-

11,453,178

$ARG

-

2,580,138

-

5,357,095

Employee benefits provisions

-

15,901,531

-

13,906,409

CLP

-

12,366,550

-

10,441,633

U.F.

-

3,534,981

 

 

$ARG

-

-

-

3,464,776

Other non-financial liabilities

58,795,663

4,053,591

68,463,924

-

CLP

58,766,429

4,010,899

68,427,789

-

$ARG

29,234

42,692

36,135

-

Total current liabilities

260,845,502

53,684,114

253,610,433

108,942,140

 

 

CLP                                                                                                                                                                  

174,021,814

33,694,268

183,957,604

44,515,427

U.F.

1,863,101

7,062,627

2,214,621

2,975,128

USD

11,093,810

8,010,370

17,443,464

45,080,369

Euros

10,095,246

-

7,869,078

2,157

$ARG

63,433,126

4,916,849

41,956,415

16,369,059

Others currencies

338,405

-

169,251

-

Total current liabilities by currency

260,845,502

53,684,114

253,610,433

108,942,140

 

 

F - 102


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Non-Current liabilities are denominated in the following currencies:

 

 

NON-CURRENT LIABILITIES

As of December 31, 2012

As of December 31, 2011

More than 1 year until 3 years

More than 3 year untl 5 years

More than 5 years

More than 1 year until 3 years

More than 3 year untl 5 years

More than 5 years

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Other financial liabilities

95,405,594

15,341,802

98,375,339

77,021,234

9,964,584

83,969,622

CLP

-

-

15,788,638

-

-

-

U.F.

77,334,762

6,483,608

80,814,210

73,074,662

6,216,972

83,969,622

USD

-

7,085,703

-

3,840,580

3,747,612

-

$ARG

18,070,832

1,772,491

1,772,491

105,992

-

-

Other accounys payable

724,930

-

-

-

   

USD

724,930

-

-

-

-

-

Accounts payable to related companies

2,391,810

-

-

2,484,790

-

-

CLP

-

-

-

618,333

-

-

U.F.

2,391,810

-

-

1,866,457

-

-

Other long term provisions

910,662

396,204

186,414

1,473,970

401,258

40,085

CLP

910,662

-

-

1,473,970

-

-

$ARG

-

396,204

186,414

-

401,258

40,085

Deferred tax liabilities

21,092,438

7,146,940

46,256,563

15,121,523

5,796,332

39,229,166

CLP

20,206,973

6,556,630

38,548,024

14,366,464

5,292,960

30,939,827

$ARG

885,465

590,310

7,708,539

755,059

503,372

8,289,339

Employee benefits provisons

3,456

-

13,167,686

-

-

15,523,711

CLP

-

-

11,821,375

-

-

14,255,670

$ARG

3,456

-

1,346,311

-

-

1,268,041

Total non-current liabilities

120,528,890

22,884,946

157,986,002

96,101,517

16,162,174

138,762,584

 

CLP

21,117,635

6,556,630

66,158,037

16,458,767

5,292,960

45,195,497

U.F.

79,726,572

6,483,608

80,814,210

74,941,119

6,216,972

83,969,622

USD

724,930

7,085,703

-

3,840,580

3,747,612

-

$ARG

18,959,753

2,759,005

11,013,755

861,051

904,630

9,597,465

Total non-current liabilities by currency

120,528,890

22,884,946

157,986,002

96,101,517

16,162,174

138,762,584

 

 

F - 103


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 35 Contingencies and Commitments

 

Operating lease agreements

 

The total amount of the Company’s obligations to third parties relating to lease agreements that may not be terminated is as follows:

 

 

Lease Agreements not to be terminated

As of December 31, 2012

ThCh$

Within 1 year

57,398,436

Between 1 and 5 years

74,670,054

Over 5 years

69,596,268

Total

201,664,758

 

 

 

Purchase and supply agreements

 

The total amount of the Company’s obligations to third parties relating to purchase and supply agreements as of December 31, 2012 is as follows:

 

 

Purchase and supply agreementsistros

Purchase and supply agreements

Purchase and contract related to wine and grape

ThCh$

ThCh$

Within 1 year

49,251,777

9,693,587

Between 1 and 5 years

121,422,222

7,791,855

Over 5 years

25,044,964

-

Total

195,718,963

17,485,442

 

 

Capital investment commitments

 

As of December 31, 2012, the Company had capital investment commitments related to Property, plant and equipment and intangibles (software) for approximately ThCh$ 118,110,184. 

 

Litigation

 

Significant proceedings faced by the Company and its subsidiaries, including all those that present a reasonably possible risk of occurrence and with a potential individual exposure more than ThCh$ 25,000 are presented below. Those loss contingencies for which an estimate cannot be made have also been considered.

 

 

F - 104


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Proceedings and claim

 

Subsidiary

Court

Number

Description

Status

Estimated accrued loss contingency

Viña San Pedro Tarapacá S.A.

1º Juzgado de Letras del Trabajo de Santiago

655-2009

Interpretation of collective bargaining agreement, illegal discounts of remuneration and restitution of the discounted amounts.

The Court of appeals rejected VSPT annulment request. VSPT lost the trial. The case was refered to the Juzgado de Cobranza Laboral y Previsional, who must practice the liquidation of the award. Pending practice the liquidation.

ThCh$ 15.000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

Claim for supposed sudden termination of a distribution agreement.

The plaintiff appealed the judgment of first instance.

US$ 67,000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

Claim for supposed untimely termination of distribution agreement.

The plaintiff requested a lien over CICSA´s factory in the province of Salta. On 03-12-09 the Company was notified of the end of the probationary period and on 04-08-09 was presented the arguments. The award of the case is pending.

US$ 50,000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

Labour trial for layoff

In evindentiary period (contributions must be paid).

US$ 92,000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

City Council´s Administrative Claim related to advertising and publicity fees.

The process is in administrative phase. Depending on the results, the Company will determine whether it files a lawsuit or not.

US$ 834,000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

Labour trial for layoff

On 06-14-12 the statment of defense was file and on 08-13-12 was deemed to be submitted on time and form. On 08-17-12 was credited in the file the deposit of the final settlement and compensation.

US$ 65,000

Compañía Industrial Cervecera S.A. (CICSA)

Primera Instancia in Argentina

 

Labour trial for layoff

The award overruled the administrative judicata and omitted the consideration of diriment evidence as an accounting expert opinion. As a result of a lien over a bank account and at the Company´s request, conversations have been started with counsel for the claimant in order to find a settlement to the lawsuit.

US$ 427,000

 

 

 

The Company and its subsidiaries have established provisions to allow for such contingencies for ThCh$ 984,466 and ThCh$ 1,624,479 as of December 31, 2012 and 2011, respectively.

 

 

 

F - 105


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Tax processes

 

The Company was notified on May 2011, by the Chilean Internal Revenue Service ("IRS") of Liquidation of taxes and a Resolution related to the years 2009 and 2010 for ThCh$ 18,731,744 and ThCh$ 613,901, respectively.

 

In July 2011, the Company filed with the IRS two requests designed to nullify those acts (Revisión de la Actuación Fiscalizadora or "RAF").

 

In December 2011, the Company received an answer for both requests accepting the final resolution of the IRS to the RAF, which meant a disbursement of ThCh$ 4,273,112.

 

At the date of issue of these consolidated financial statements, there are no other material tax processes.

 

Guarantees

 

As of December 31, 2012, the subsidiary Viña San Pedro Tarapacá S.A. (VSPT) has not granted direct any guarantees as part of its common financing operations. However VSPT has entered into indirect guarantees of the financing operations of Finca La Celia subsidiary in Argentina.

                                                                                                                         

The subsidiary Finca la Celia maintains debt with local banks in Argentina, which are indirectly guaranteed by VSPT through stand-by letters issued by Banco del Estado de Chile.

 

A summary of the main terms of the guarantees granted appears below:

 

Institution

Amount

Due date

Banco Patagonia

USD 2,000 mil

January 17, 2014

Banco Patagonia

USD 1,200 mil

January 17, 2014

Banco San Juan

USD 1,000 mil

March 30, 2013

Banco Francés

USD 1,500 mil

October 25, 2013

 

 

Stand-by letters of credit were issued by VSPT according to the maturity of the financial debts negotiated with the Argentine banks and they are within the financing policy framework approved by the VSPT Board of Directors on April 5, 2011.

                                                                           

The loan obtained by the subsidiary CICSA in Argentina, as described in Note 27, is guaranteed by CCU S.A. through a stand-by unrestricted letter of credit, renewable for equal period during the term of the loan.

F - 106


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

Note 36 Environment

 

Major Environmental costs accrued as of December 31, 2012, in the Industrial Units of CCU S.A. are distributed as follows:

 

- IWWT Expenses: 51.7%.

 

These expenses are mainly related to the maintenance and control of our Industrial Waste Water Treatment Plants (IWWT).

 

- SIR Expenses: 32.8%.

 

These expenses are related to the handling and disposal of Solid Industrial Residues (SIR), including hazardous (Respel) and recyclable residues which does not correspond to a landfill.

 

- Gas Emission Expenses: 0.7%.

 

These expenses are related to the calibration and verification of instruments for monitoring and operational instrumentation of stationary sources (mainly industrial boilers and electric generators) and their respective emissions, in order to to provide compliance to rules and regulations in the field.

 

- Other Environmental Expenses: 14.8%

 

Those expenses are related to the verification and compliance of ISO 22000 Food Safety, ISO 14000 Environmental Management and ISO 18000 OHSAS Operational Health and Safety Management Systems in our industrial plants or deposits, which are in different implementation stages or are in a renewal certification stages. The implementation of these three standards is a corporate goal.

 

The most relevant investments made during the year 2012, are listed below:

 

-     CCU Chile. Second improvement project for the Waste Water Treatments Plants in Santiago. Currently in the start-up stage, expected full operational by June 2013 (UF 99,176).

 

-     CCU Chile. Thermal energy recovery project for the brewhouse, which is operating (UF 48,098).

 

-     CPCh.  Ovalle, Civil and mechanical strengthening of the main installations (tanks, machinery and barrels); reinforcement of warehouses in Montepatria and Salamanca, mainly a risk prevention initiative (FES - FEI), operating as of June 2013 (UF 30,433).

 

-     ECUSA. Santiago, water recovery project for bottle washers (last rinse) and waste water treatment system (phase I), which is expected to end in 2013 as well as a new well (UF 8,797).

 

-     PLASCO. Santiago, FES - FEI initiative (risk prevention), Infrastructure improvements to comply with regulatory requirements of HACCP / ISO 22000, ISO 14001 and OHSAS 18001, completed in December 2012 (UF 7,737).

 

-      ECUSA. Santiago, canteen remodeling due to regulatory requirement, water rights (UF 9,213), Infrastructure improvement (HACCP requirements) in Santiago and Antofagasta, Fire prevention system, which will be finished in 2013 (UF 7,310).)

 

-     Aguas CCU-Nestlé, Planta Coinco, Fire prevention system completed in 2012 (UF 4,804).

 

-     FOODS, Santiago, Infrastructure improvements (ISO certification requirement), completed by 2013 (UF 3,562).

 

-     VSPT. Improvement projects for fresh water grids and waste water treatment plants as well as existing filtration system in Molina, which is operating since December 2012 (UF 3,845).

 

-     CCU Chile. Santiago, Hygienic design improvement project, extension of existing fire prevention system and remodelling of existing contractors courtyard (legal requirement) (UF 2,788).

 

-     ECUSA. Santiago, Boiler improvement project (Burner) in compliance with regulations regarding NOX emissions (UF 2,497), operative since December 2012.

 

F - 107


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

-     Transportes CCU. Solid waste management project, operative since September 2012 (UF 2,411).

 

-     Aguas CCU-Nestlé. Coinco, process water measuring equipment, completed in December 2012 (UF 2,374).

 

-     CPCh. Ovalle, lubrications management system and waste water treatment improvements, finished in December 2012 (UF 2,004).

 

-     Compañía Cervecería Kunstmann. Valdivia, secondary waste water treatment plant and respective laboratory equipment, processes water measuring equipment, completed in December 2012 (UF 2,002).

 

-     VSPT. Maipo, Fire risk prevention project (FES - FEI), canteen remodeling; Molina, Waste water treatment improvement and discharge optimization, finalized December 2012 (UF 1,641).

 

-     FOODS. Talca, waste water measuring equipment; Santiago, fresh water grid extension, completed in December 2012 (UF 1,576).

 

-     VSPT. Molina, composting equipment, waste compactors and waste containers, finished in December 2012 (UF 1,330).

 

-     Aguas CCU-Nestlé. Coinco, water heating system (solar), energy consumption measuring equipment, completed in December 2012 (UF 1,084).

 

-  Compañía Cervecería Kunstmann. Valdivia, Fire risk prevention project (FES - FEI), hazardous material warehouse (Respel) and ISO 22000 prerequisites (access to production lines), finished by December 2012 (1,022 UF).

 

 

The main disbursements of the year, detailed by projects, are the following:

 

 

Company that made the disbursement

Project  

Disbursment incurred during the year

As of December 31, 2012

As of December 31, 2011

Expenditure

Investment

Committed amount in future periods

Estimated date completion of disbursements

Expenses  

Investment

ThCh$

ThCh$

ThCh$

 

ThCh$

ThCh$

CCU Chile

Disposal of industrial solids, liquids and others residues

1,141,905

3,381,424

297,088

Dec-13

824,775

6,642,350

Cia. Industrial Cervecera S.A.

Disposal of industrial solids, liquids and others residues

1,403,189

424,005

195,018

Dec-13

1,077,125

628,460

Cia. Pisquera de Chile S.A.

Disposal of industrial solids, liquids and others residues

157,638

732,193

971,754

Dec-13

189,550

444,387

Transportes CCU Ltda.

Disposal of industrial solids, liquids and others residues

211,546

54,335

-

-

205,475

120,665

VSPT

Disposal of industrial solids, liquids and others residues

276,516

73,504

15,986

Dec-12

443,888

200,000

Others

Disposal of industrial solids, liquids and others residues

514,022

562,107

1,529,572

Dec-13

483,080

292,141

 

F - 108


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2012

 

 

 

 

Note 37 Subsequent Events

 

 

A.    The Consolidated Financial Statements of CCU S.A. have been approved by the Board Directors on January 30, 2013.

 

B.    There are no others subsequent events between the closing date and the filing date of these Financial Statements that could significantly affect their interpretation.

 

F - 109


 

 


Signatures

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.

Compañía Cervecerías Unidas S.A.
(United Breweries Company, Inc.)

  /s/ Ricardo Reyes      
  Chief Financial Officer 
 

 

Date: February 8, 2013