6-K 1 f-pages.htm CONSOLIDATED FINANCIAL STATEMENTS f-pages.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


 

 

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, 2013 based on the criteria established in “Internal Control – Integrated Framework (1992)” 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, 2013, 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, 2013 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 2013 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/ Felipe Dubernet
Chief Financial Officer

 

Dated:  February 13, 2014

 

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, 2013

 

 

 

 

F-1


 


 

F-2 



 

F-3



 
 

 

INDEX

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (ASSETS)

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (LIABILITIES AND EQUITY)

5

CONSOLIDATED STATEMENT OF INCOME

6

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

7

STATEMENT OF CHANGES IN EQUITY

8

CONSOLIDATED STATEMENT OF CASH FLOW

9

NOTE 1 GENERAL INFORMATION

10

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

15

2.1 Basis of preparation 15
2.2 Basis of consolidation 16
2.3 Financial information as per reportable segments 17
2.4 Foreign currency and unidad de fomento (Adjustment unit) 18
2.5 Cash and cash equivalents 19
2.6 Financial instruments 19
2.7 Financial asset impairment 21
2.8 Inventories 21
2.9 Other non-financial assets 21
2.10 Property, plant and equipment 21
2.11 Leases 22
2.12 Investment property 22
2.13 Biological assets 22
2.14 Intangible assets other than goodwill 23
2.15 Goodwill 23
2.16 Impairment of non-financial assets other than goodwill 23
2.17 Assets of a disposal group held for sale 24
2.18 Income taxes 24
2.19 Employees benefits 25
2.20 Provisions 25
2.21 Revenue recognition 25
2.22 Commercial agreements with distributors and supermarket chains 26
2.23 Cost of sales of products 26
2.24 Other expenses by function 26
2.25 Distribution expenses 26
2.26 Administration expenses 26

2.27

Environment liabilities

27

NOTE 3 ESTIMATES AND APPLICATION OF PROFESSIONAL JUDGMENT

27

NOTE 4 ACCOUNTING CHANGES

27

NOTE 5 RISK ADMINISTRATION

27

NOTE 6 FINANCIAL INSTRUMENTS

34

NOTE 7 FINANCIAL INFORMATION AS PER REPORTABLE SEGMENTS

40

NOTE 8 BUSINESS COMBINATIONS

50

NOTE 9 NET SALES

52

NOTE 10 NATURE OF COST AND EXPENSE

52

NOTE 11 FINANCIAL RESULTS

53

NOTE 12 OTHER INCOME BY FUNCTION

53

 

F-4

 


 

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 FOR BY THE EQUITY METHOD

65

NOTE 20 INTANGIBLE ASSETS (NET)

67

NOTE 21 GOODWILL

68

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

75

NOTE 27 OTHER FINANCIAL LIABILITIES

78

NOTE 28 ACCOUNTS PAYABLE – TRADE AND OTHER PAYABLES

92

NOTE 29 PROVISIONS

92

NOTE 30 OTHER NON-FINANCIAL LIABILITIES

94

NOTE 31 EMPLOYEE BENEFITS

94

NOTE 32 NON-CONTROLLING INTERESTS

98

NOTE 33 COMMON SHAREHOLDERS’ EQUITY

99

NOTE 34 EFFECTS OF CHANGES IN CURRENCY EXCHANGE RATE

102

NOTE 35 CONTINGENCIES AND COMMITMENTS

106

NOTE 36 ENVIRONMENT

108

NOTE 37 SUBSEQUENT EVENTS

110

 

F-5

 


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Financial Position (Assets)

(Figures expressed in thousands of Chilean pesos) 

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

ASSETS

Notes

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Current assets

 

 

 

Cash and cash equivalent

14

408,853,267

102,337,275

Other financial assets

6

4,468,846

1,380,474

Other non-financial assets

18

21,495,398

16,376,293

Accounts receivable-trade and other receivables

15

211,504,047

204,570,870

Accounts receivable from related companies

16

9,610,305

9,611,990

Inventories

17

153,085,845

141,910,972

Taxes receivables

26

9,139,406

19,287,830

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

 

818,157,114

495,475,704

Assets of disposal group held for sale

24

339,901

412,332

Total assets of disposal group held for sale

 

339,901

412,332

Total current assets

 

818,497,015

495,888,036

       

Non-current assets

 

 

 

Other financial assets

6

38,899

65,541

Other non-financial assets

18

15,281,111

23,239,482

Accounts receivable from related companies

16

350,173

414,115

Investment accounted by equity method

19

17,563,028

17,326,391

Intangible assets other than goodwill

20

64,033,931

60,932,038

Goodwill

21

81,872,847

70,055,369

Property, plant and equipment (net)

22

680,994,421

612,328,661

Biological assets

25

17,662,008

18,105,213

Investment property

23

6,901,461

6,560,046

Deferred tax assets

26

24,525,361

23,794,919

Total non-current assets

 

909,223,240

832,821,775

Total Assets

1,727,720,255

1,328,709,811

 

F-6

 


 

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

 


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Financial Position (Liabilities and Equity)

(Figures expressed in thousands of Chilean pesos) 

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

LIABILITIES AND EQUITY

Notes

As of December 31, 2013

As of December 31, 2012

LIABILITIES

ThCh$

ThCh$

Current liabilities

 

 

 

Other financial liabilities

27

120,488,188

54,874,267

Accounts payable-trade and other payables

28

183,508,115

165,392,448

Accounts payable- to related companies

16

7,286,064

8,013,545

Other short-term provisions

29

833,358

401,849

Tax liabilities

26

10,916,865

7,096,722

Employee benefits provisons

31

20,217,733

15,901,531

Other non-financial liabilities

30

65,878,578

62,849,254

Total current liabilities

 

409,128,901

314,529,616

Non-current liabilities

 

 

 

Other financial liabilities

27

142,763,030

209,122,735

Others accounts payable

28

841,870

724,930

Accounts payable to related companies

16

377,020

2,391,810

Other long-term provisions

29

2,135,122

1,493,280

Deferred tax liabilities

26

73,033,414

76,758,012

Employee benefits provisions

31

15,196,620

13,171,142

Total non-current liabilities

 

234,347,076

303,661,909

Total liabilities

 

643,475,977

618,191,525

       

EQUITY

Equity attributable to equity holders of the parent

33

 

 

Paid-in capital

 

562,693,346

231,019,592

Other reserves

 

(65,881,809)

(48,146,228)

Retained earnings

 

491,864,319

430,346,315

Subtotal equity attributable to equity holders of the parent

 

988,675,856

613,219,679

Non-controlling interests

32

95,568,422

97,298,607

Total Shareholders' Equity

1,084,244,278

710,518,286

Total Liabilities and Shareholders' Equity

1,727,720,255

1,328,709,811

 

F-7

 

 



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

 


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Income

(Figures expressed in thousands of Chilean pesos) 

 

 

CONSOLIDATED STATEMENT OF INCOME

 

 

CONSOLIDATED STATEMENT OF INCOME

Notes

For the years ended December 31.

2013

2012

2011

ThCh$

ThCh$

ThCh$

Net sales

9

1,197,226,510

1,075,689,894

969,550,671

Cost of sales

10

(536,696,634)

(493,087,247)

(447,861,535)

Gross margin

 

660,529,876

582,602,647

521,689,136

Other income by function

12

5,508,863

5,584,572

21,312,287

Distribution costs

10

(221,701,175)

(186,588,731)

(150,071,122)

Administrative expenses

10

(93,289,698)

(85,387,566)

(77,097,849)

Other expenses by function

10

(162,782,032)

(135,022,711)

(123,014,899)

Other gains (losses)

13

958,802

(4,478,021)

3,010,058

Income from operational activities

 

189,224,636

176,710,190

195,827,611

Financial Income

11

8,254,170

7,692,672

7,086,555

Financial costs

11

(24,084,226)

(17,054,879)

(14,410,911)

Equity and income form joint ventures

19

308,762

(177,107)

(698,253)

Foreign currency exchange differences

11

(4,292,119)

(1,002,839)

(1,078,604)

Result as per adjustment units

11

(1,801,765)

(5,057,807)

(6,728,451)

Income before taxes

 

167,609,458

161,110,230

179,997,947

Income taxes

26

(34,704,907)

(37,133,330)

(45,195,746)

Net income of year

 

132,904,551

123,976,900

134,802,201

 

 

 

 

 

Net income attibutable to:

 

 

 

 

Equity holders of the parent

 

123,036,008

114,432,733

122,751,594

Non-controlling interests

32

9,868,543

9,544,167

12,050,607

Net income of year

 

132,904,551

123,976,900

134,802,201

Net income per share (Chilean pesos) from:

 

 

 

 

Continuing operations

 

370.81

359.28

385.40

Diluted earnings per share (Chilean pesos) from:

 

 

 

 

Continuing operations

 

370.81

359.28

385.40

 

 

 

 

 

 

F-8

 

 



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

 


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Comprehensive Income

(Figures expressed in thousands of Chilean pesos) 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes

For the years ended December 31.

2013

2012

2011

ThCh$

ThCh$

ThCh$

Net income of year

 

132,904,551

123,976,900

134,802,201

Other income and expenses charged or credited againts equity

 

 

 

 

Cash flow hedges (2)

33

256,592

(826,120)

(239,524)

Exchange differences of foreign subsidiaries (2)

33

(17,054,187)

(21,230,019)

2,372,063

Gains (losses) from defined plans (2)

33

(469,987)

-

-

Income tax related with cash flow hedge (2)

33

(51,304)

189,525

42,580

Income tax relating to defined benefit plans (2)

33

105,151

-

-

Total other comprehensive income and expense

 

(17,213,735)

(21,866,614)

2,175,119

Comprehensive income and expense

 

115,690,816

102,110,286

136,977,320

Comprehensive income originated by:

 

 

 

 

Equity holders of the parent (1)

 

107,443,199  

94,212,054

124,757,085

Non-controlling interests

 

8,247,617

7,898,232

12,220,235

Comprehensive income and expense

 

115,690,816

102,110,286

136,977,320

 

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

(2)     These concepts will be reclassified to the Consolidated Statement of Income when its settled.

.

 

F-9

 



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

 


 

Compañía Cervecerías Unidas S.A.

Statement of Changes in Equity

(Figures expressed in thousands of Chilean 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 interests

Total Shareholders' Equity

Common Stock

Shares premium

Currency translation difference

Hedge reserves (5)

Actuarial gains and losses on defined benefit plans reserves (5)

Other reserves

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Balanced 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)

Other increase (decrease) in Equity

-

-

-

-

-

(59,870)

-

(59,870)

(10,211,694)

(10,271,564)

Effects business combination

-

-

-

-

-

-

-

-

4,382,116

4,382,116

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

Balanced 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 to policy (2)

-

-

-

-

-

-

(37,150,689)

(37,150,689)

-

(37,150,689)

Other increase (decrease) 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

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

-

-

-

-

-

7,248,058

-

7,248,058

(19,706,470)

(12,458,412)

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

Balanced as of January 1, 2013

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

Changes

 

 

 

 

 

 

 

 

 

 

Interim dividends (1)

-

-

-

-

-

-

(23,278,681)

(23,278,681)

-

(23,278,681)

Interim dividends according to policy (2)

-

-

-

-

-

-

(38,239,323)

(38,239,323)

-

(38,239,323)

Other increase (decrease) in Equity

-

-

-

-

-

-

-

-

(4,961,354)

(4,961,354)

Effects business combination

-

-

-

-

-

-

-

-

3,138,195

3,138,195

Comprehensive income and expense

-

-

(15,408,235)

164,099

(348,673)

-

123,036,008

107,443,199

8,247,617

115,690,816

Other increase (decrease) in Equity

15,479,173

(15,479,173)

-

-

-

-

-

-

-

-

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

-

-

-

-

-

2,867,444

-

2,867,444

(8,154,643)

(5,287,199)

Issuance Equity (4)

331,673,754

-

-

-

-

(5,010,216)

-

326,663,538

-

326,663,538

Total changes in equity

347,152,927

(15,479,173)

(15,408,235)

164,099

(348,673)

(2,142,772)

61,518,004

375,456,177

(1,730,185)

373,725,992

AS OF DECEMBER 31, 2013

562,693,346

-

(60,084,197)

65,109

(348,673)

(5,514,048)

491,864,319

988,675,856

95,568,422

1,084,244,278

 

(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)     Corresponds to the differences between CCU’s policy to distribuite a minimum dividend of at least 50% of the income (Note 33) and the interim dividends declared at December 31 of each year.

(3)     In 2013, the Company acquired additional interests in Viña San Pedro Tarapaca S.A. with a carrying value to ThCh$ 8,153,946 (ThCh$ 19,774,854 in 2012) for ThCh$ 5,627,425 (ThCh$ 12,521,899 in 2012) resulting in an increase to Other reserves of ThCh$ 2,526,520 (ThCh$ 7,252,955 in 2012) (Note 1 (1)). Additionaly, as a part of the balance of 2013 recorded ThCh$ 341,169 related to an increase in additional interest in Saenz Briones & Cía S.A.I.C.

(4)     See Note 33, paid in capital.

 

F-10

 



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

 


 

Compañía Cervecerías Unidas S.A.

Consolidated Statement of Cash Flow

December 31, 2013 

 

 

CONSOLIDATED STATEMENT OF CASH FLOW

 

CONSOLIDATED STATEMENT OF CASH FLOW

Notes

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Net cash flows from (used in) operational activities

 

 

 

 

Collection classes:

     

 

Proceeds from goods sold and services rendered

 

1,464,286,085

1,269,625,648

1,099,010,317

Other proceeds from operating activities

 

19,057,966

16,627,977

20,524,955

Types of payments:

     

 

Payments of operating activities

 

(950,888,252)

(804,986,368)

(671,823,189)

Payments of salaries

 

(145,277,349)

(126,605,495)

(104,241,713)

Other payments for operating activities

 

(154,495,134)

(174,403,470)

(147,127,916)

Dividends received

 

95,463

37,834

31,028

Interest paid

 

(21,112,371)

(15,257,385)

(12,022,016)

Interest received

 

8,244,764

8,318,557

6,748,317

Income tax reimbursed (paid)

 

(26,390,153)

(32,838,120)

(32,307,744)

Other cash movements

 

634,480

(1,674,431)

8,936,842

Net cash flows from (used in) operational activities

 

194,155,499

138,844,747

167,728,881

       

 

Cash flows from (used in) investing activities

 

 

 

 

Cash flows used for control of subsidaries or other businesses

14

(14,566,278)

(19,521,964)

(3,257,272)

Other Cash Payments To Acquire Interests In JointVentures

14

-

-

(2,456,489)

Proceeds from sale of property, plan and equipment

 

1,740,687

3,194,691

931,714

Acquisition of property, plant and equipment

 

(122,451,045)

(115,767,787)

(75,527,251)

Purchases of intangibles assets

 

(2,107,984)

(1,986,089)

(2,319,676)

Other cash movements

 

466,710

(259,227)

6,389,344

Net cash flows from (used in) investing activities

 

(136,917,910)

(134,340,376)

(76,239,630)

       

 

Cash flows from (used in) financing activities

 

 

 

 

Payments for changes in ownership interests in subsidaries

14

(5,627,425)

(12,521,899)

-

Proceeds from long-term loans

 

10,852,892

37,606,666

6,680,256

Porceeds from short-term loans

 

12,040,310

28,550,700

17,963,056

Total amount from loans

 

22,893,202

66,157,366

24,643,312

Loan from related entities

 

-

-

2,722,942

Loan payments

 

(22,343,703)

(62,424,910)

(6,024,782)

Proceeds from issuing shares

 

326,663,538

-

-

Payments of finance lease liabilities

 

(1,641,370)

(1,572,959)

(1,520,235)

Pays of loan from related entities

 

(1,479,201)

(142,569)

(7,169,295)

Dividends paid

 

(63,680,979)

(66,117,348)

(62,793,418)

Other cash movements

 

(3,162,277)

(3,544,966)

(15,096,775)

Net cash flows from (used in) financing activities

 

251,621,785

(80,167,285)

(65,238,251)

       

 

Net increase (decrease in cash equivalents, before the effect of changes in exchange rate

308,859,374

(75,662,914)

26,251,000

Effects of changes in exchange rates on cash and cash equivalents

 

(2,343,382)

(65,569)

157,506

       

 

Cash and cash equivalents, initial balance

 

102,337,275

178,065,758

151,657,252

Cash and cash equivalents, final balance

14

408,853,267

102,337,275

178,065,758

 

 

F-11

 



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

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 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.

 

CCU is a diversified beverage company, with operations mainly in Chile, Argentina and Uruguay. CCU is the largest Chilean brewery, the second brewery in Argentina, the second largest producer of soft drinks in Chile, the second-largest wine producer in Chile, the largest bottler of mineral water and nectar in Chile and one of the largest pisco producer in Chile. It also participates in the business of Home and Office Delivery (“HOD”), in a business of home delivery of purified water in bottles through the use of dispensers, and in the rum and candy in industries Chile. It participates in the industry of the ciders, spirits and wines in Argentina and also participates in the industry of mineral water and soft drinks in Uruguay.

 

In Chile and abroad, CCU and its subsidiaries are the owners of a wide range of brands, under which market our products. In the domestic market, its portfolio of brands in the beer category consists among others of Cristal, Cristal Light, Cristal Cer0 ° 0, Escudo, Kunstmann, Austral, Dolbeck, Royal Guard, Royal Light, Morenita, Dorada and Lemon Stones. It holds exclusive license to produce and market Heineken. In Chile, the Company is the exclusive distributor of Budweiser beer.

 

In Argentina, CCU produces beers in its plants located in the cities of Salta, Santa Fe, and Luján. Its main brands are Schneider, Santa Fé, Salta, Córdoba, Imperial, Bieckert and Palermo, and are the holders of exclusive license for the production and marketing of Budweiser, Heineken and Armstel. CCU also imports Birra Moretti, Corona, Guiness, Negra Modelo and Kunstmann. Additionally, exports beer to different countries in the region mainly under the Schneider, Heineken and Budweiser brands. Besides, participates in the cider business, controlling of Saenz Briones and Sidra La Victoria. In these categories, its portfolio brands are Real, La Victoria, Saenz Briones 1888 and Apple Storm ciders, among others. Also participates in the spirits business, which is marketed under the brand El Abuelo.

 

In Uruguay, the Company participates in the mineral waters and soft drinks business with Native and Nix brand, respectively. In addition, it sells beers imported under Heineken brand.

 

In Paraguay, the Company participates in the non-alcoholic beverages and beer business since December 2013. Its portfolio of non-alcoholic brands consists of Pulp, Maxi, Watt's, Puro Sol, La Fuente, Villavicencio, Evian, Ser and Levite. These brands include own, licensed and imported. In the beer business, the Company imports Heineken, Carlsberg, Coors Light, Paulaner and Schneider, brands.

 

Within the non-alcoholic segment in Chile, CCU has the Bilz, Bilz Light, Pap, Pap Light, Kem, Kem Xtreme, Kem Xtreme Girl, Nobis, Cachantun, Cachantun Light, Cachantun Más and Porvenir brands. Regarding the HOD category, CCU has the Manantial brand. The Company, directly or through its subsidiaries, has license agreements with Pepsi, Crush, Canada Dry Limón Soda, Ginger Ale and Agua Tónica, Gatorade, Sobe Adrenaline Rush, Lipton Ice Tea, Nestlé Pure Life, Perrier and Watt´s.

 

In the spirits segment in Chile, in the category of pisco, CCU owns the brand Mistral, Ruta, Control, La Serena, Campanario and their respective extensions; Tres Erres and Horcón Quemado. In addition, the Company has exclusive license to produce and market in Chile the Pisco Bauzá brand. In rum category Company owns the brands Sierra Morena and their extensions and Cabo Viejo. The Company has the Fehrenberg brand and is exclusive distributor in Chile of Pernod Ricard’s products.

 

 

 

 

 

 

F-12

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

In the wines segment, through its subsidiary Viña San Pedro Tarapacá S.A. (“VSPT”), produces wines and sparkling, which are sold in the domestic and overseas markets exporting to more than 80 countries. Its main brands are Cabo de Hornos, Tierras Moradas, “1865”, Castillo de Molina, Kankana del Elqui, 35 Sur, Gato, Gato Negro, Las Encinas, Urmeneta, Manquehuito, Altaïr, Sideral, Supremo, La Celia, La Consulta, Leyda, the portfolio of Viña Santa Helena S.A. which includes “Cuatro Estaciones” formed by Vernus, Notas de Guarda and D.O.N. (De Origen Noble), which add to Selección del Directorio, Santa Helena Reserva, Parras Viejas, Siglo de Oro and Gran Vino. The brands´s portfolio acquired via merger of Viña Tarapacá ex Zavala S.A., includes: Gran Tarapacá, Tarapacá Reserva, León de Tarapacá, Tarapacá Plus, Tara Pakay, Etiqueta Negra, Gran Reserva, Zavala, Misiones de Rengo, Viña Mar, Casa Rivas and Tamarí, among others.

 

In the business of sweet snacks in Chile, different products are produced under the brands Calaf, including the Duetto brand and others under which some cookies are made. In addition, the Company has other specific brands for each product line. The joint venture in Foods Compañía de Alimentos CCU S.A. ("Foods") also owns the Natur brand and participates in the Nutrabien brand.

 

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

December 2043

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

December 2018

Budweiser for Chile

December 2015

Austral

July 2014

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, 2013 the Company had a total of 6,889 employees according to the following detail:

 

 

Number of employes

 

Parent company

Consolidated

Main Executives

84

282

Professionals and techniciens

296

1,816

Workers

55

4,791

Total

435

6,889

 

Compañía Cervecerías Unidas S.A. is under the control of Inversiones y Rentas S.A. (IRSA), which is the direct and indirect owner of 61.6% of the Company 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, 2013 

 

 

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, 2013

As of December 31, 2012

Direct

Indirect

Total

Total

Cervercera CCU Chile Ltda.

96,989,120-4

Chile

Chilean Pesos

99.7500

0.2499

99.9999

99.9999

Embotelladora Chilenas Unidas S.A. (4)

99,501,760-1

Chile

Chilean Pesos

96.8291

3.1124

99.9415

99.9415

Cía. Cervecerías Unidads Argentina S.A.

0-E

Argentina

Argentine Pesos

-

99.9907

99.9907

99.9907

Viña San Pedro de Tarapacá S.A.

91,041,000-8

Chile

Chilean Pesos

-

64.6975

64.6975

60.4321

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean Pesos

46.0000

34.0000

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean Pesos

98.0000

2.0000

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean Pesos

99.9999

0.0001

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean Pesos

99.0000

0.9997

99.9997

99.9997

CRECCU S.A.

76,041,227-9

Chile

Chilean Pesos

99.9602

0.0398

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean Pesos

90.9100

9.0866

99.9966

99.9966

Southern Breweries Establishment

0-E

Vaduz-Leichtenstein

Chilean Pesos

50.0000

49.9950

99.9950

99.9950

Comercial CCU S.A.

99,554,560-8

Chile

Chilean Pesos

50.0000

49.9862

99.9862

99.9862

CCU Inversiones S.A. (1)

76,593,550-4

Chile

Chilean Pesos

98.8396

1.1328

99.9724

99.9724

Millahue S.A.

91,022,000-4

Chile

Chilean Pesos

99.9621

-

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (2)

76,003,431-2

Chile

Chilean Pesos

-

50.0707

50.0707

50.0707

Compañía Cervecera Kunstmann S.A. (3)

96,981,310-6

Chile

Chilean Pesos

50.0007

-

50.0007

50.0007

CCU Inversiones II Limitada

76,349,531-0

Chile

Chilean Pesos

80.0000

20.0000

100.0000

100.0000

Inversiones INVEX TRES Limitada

76,248,389-0

Chile

Chilean Pesos

99.0000

1.0000

100.0000

100.0000

 

 

 

 

 

 

 

 

 

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, 2013 and December 31, 2012, 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, 2013 

 

 

 

Subsidiary

Tax ID

Country of origin

Functional currency

Share percentage with voting rights

As of December 31, 2013

As of December 31, 2012

%

%

Cervecera CCU Chile Ltda.

96,989,120-4

Chile

Chilean Pesos

100.0000

100.0000

Embotelladora Chilenas Unidas S.A. (4)

99,501,760-1

Chile

Chilean Pesos

99.9426

99.9426

Cía. Cervecerías Unidas Argentina S.A.

0-E

Argentine

Argentine Pesos

100.0000

100.0000

Viña San Pedro Tarapacá S.A.

91,041,000-8

Chile

Chilean Pesos

64.7153

60.4488

Compañía Pisquera de Chile S.A.

99,586,280-8

Chile

Chilean Pesos

80.0000

80.0000

Transportes CCU Limitada

79,862,750-3

Chile

Chilean Pesos

100.0000

100.0000

CCU Investments Limited

0-E

Islas Cayman

Chilean Pesos

100.0000

100.0000

Inversiones INVEX DOS CCU Limitada

76,126,311-0

Chile

Chilean Pesos

100.0000

100.0000

CRECCU S.A.

76,041,227-9

Chile

Chilean Pesos

100.0000

100.0000

Fábrica de Envases Plásticos S.A.

86,150,200-7

Chile

Chilean Pesos

100.0000

100.0000

Southern Breweries Establishment

0-E

Vaduz-Leichtenstein

Chilean Pesos

100.0000

100.0000

Comercial CCU S.A.

99,554,560-8

Chile

Chilean Pesos

100.0000

100.0000

CCU Inversiones S.A. (1)

76,593,550-4

Chile

Chilean Pesos

99.9729

99.9729

Millahue S.A.

91,022,000-4

Chile

Chilean Pesos

99.9621

99.9621

Aguas CCU-Nestlé Chile S.A. (2)

76,003,431-2

Chile

Chilean Pesos

50.1000

50.1000

Compañía Cervecera Kusntmann S.A. (3)

96,981,310-6

Chile

Chilean Pesos

50.0007

50.0007

CCU Inversiones II Limitada

76,349,531-0

Chile

Chilean Pesos

99.9945

99.9945

Inversiones INVEX TRES Limitada

76,248,389-0

Chile

Chilean Pesos

99.9997

99.9997

 

 

 

 

 

 

 

As explained in Note 8, 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 and in December 2013, the Company acquired 50.005% and 49.995% of shares of Paraguayan companies Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., respectively.

 

The main movements in the ownership of the subsidiaries included in these consolidated financial statements are the following:

(1)  CCU Inversiones S.A.

 

On September and November, 2012, the Company, through its subsidiary CCU Inversiones S.A., acquired an additional 10.4430% interest in Viña San Pedro Tarapacá S.A. for ThCh$ 12,521,899 increasing its ownership interest to 60.4488%. Subsequently, during 2013, acquired an additional 4.2664% interest for ThCh$ 5,627,426 increasing its ownership interest to 64.7153%. As the Company has control of this subsidiary, the difference of ThCH$ 7,254,957 and
ThCh$ 2,527,217 generated between purchase price and the equity method value was recorded under the item Other reserves in Equity in 2012 and 2013, respectively.

 

(2) Aguas CCU-Nestlé S.A.

 

As explained in Note 8, on December 24, 2012, the Company, through the subsidiary Aguas CCU-Nestlé S.A., acquired 51% of shares of Manantial S.A. for ThCh$ 9,416,524. 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). Subsequently, on June 7, 2013, the Company paid the outstanding balance of ThCh$ 1,781,909.

 

(3) Compañía Cervecera Kunstmann S.A.

 

On September 27, 2012, the Company, through the subsidiary Cervecera Kunstmann S.A., acquired 49% of rights of Los Huemules S.R.L. for ThCh$ 271,843. Los Huemules S.R.L. is an Argentinian company that specializes in gastronomic services.

 

F-15

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

(4) Embotelladora Chilenas Unidas S.A. – Bebidas CCU-Pepsico SpA

 

On October 23, 2013, formed a new company called CCU-PepsiCo Beverages SpA, which is define as an arrangement operation, where the subsidiary Embotelladoras Chilenas Unidas S.A. has the 50% of participation. The capital of this entity amounts to ThCh$ 1,000. The purpose of this company is the manufacture, production, processing, transformation, transport, import, export, purchase, sale and in general comercialization of all type of concentrates. Its operations will start from January 1, 2014.

 

 

 

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.

 

At December 31, 2013, Promarca S.A. recorded a profit of ThCh$ 4,540,335 (ThCh$ 3,976,943 in 2012 and
ThCh$ 3,535,127 in 2011), which in accordance with the Company´s policies is 100% distributable.

(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. On December 2, 2013 the Company proceeded to pay outstanding balance of ThCh$ 1,529,715.

 

At December 31, 2013, CPB recorded a profit of ThCh$ 133,635 (ThCh$ 85,140 in 2012), which in accordance with the Company´s policies is 100% distributable.

 

The companies mentioned above (letter a) and b)) 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.

 

 

 

 

F-16

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 the International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB), which have been applied uniformly to the periods presented.

 

The consolidated financial statements cover the following periods: Statement of Financial Position as of December 31, 2013 and December 31, 2012, Statement of changes in Equity, Statement of Income, Statement of Comprehensive Income and Statement of Cash Flow for the years ended December 31, 2013, 2012 and 2011.

 

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 during the financial year 2013 and the Company has adopted and implemented as appropriate. These were made mandatory from the following dates:

 

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

Improvement IAS 1, IAS 16, IAS 32 and IAS 34

 

Clarification of the requirements for comparative information, Classification of servicing equipment, Tax effect of distribution to holders of equity instruments and Interim financial reporting and segment information for total assets and liabilities, respectively

January 1,2013

 

 

 

 

 

 

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, 2013 

 

 

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 IAS 32

Offsetting Financial Assets and Financial Liabilities

January 1, 2014

Amendment NIIF 10, 12 AND IAS 27

Investment Entities

January 1, 2014

Amendment IAS 36

Impairment of assets on recoverable amount disclosures

January 1, 2014

IFRIC 21

Levies

January 1, 2014

Amendment IAS 39

Novation of derivatives

January 1, 2014

Amendment IAS 19

Defined Benefit Plans: Employee Contributions

January 1, 2014

Improvement IFRS 2

Share-based Payment

July 1, 2014

Improvement IFRS 3

Business Combination - Accounting for contingent consideration in a business combination

July 1, 2014

Improvement IFRS 8

Operating Segments - Aggregation of operating segments and Reconciliation of the total of the reportable segments' assets to the entity's assets

July 1, 2014

Improvement IFRS 13

Fair Value Measurement - Short-term receivables and payables

July 1, 2014

Improvement IAS 16

Property, Plant and Equipment - Revaluation method

July 1, 2014

Improvement IAS 24

Related Party Disclosures

July 1, 2014

Improvement IAS 38

Intangible Assets - Revaluation method

July 1, 2014

Improvement IFRS 3

Business Combinations - Scope exceptions for joint ventures

July 1, 2014

Improvement IFRS 13

Fair Value Measurement - Scope of paragraph 52

July 1, 2014

Improvement IAS 40

Investment Property - Clarifying the interrelationship between IFRS 3 and IAS 40

July 1, 2014

IFRS 9

Financial Instruments: Classification and Measurement

Undetermined

 

 

 

 

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.

 

From beginning 2012, the Company had 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: Transition Guidance

January 1, 2013

Amendment IAS 27

Separate Financial Statements

January 1, 2013

Improvement IAS 28

Investments in Associates and Joint Ventures

January 1, 2013

Amendment IFRS 10, 11 and 12

Transition guidance

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.

 

 

F-18

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 1, in those joint arrangements that qualify as joint operations, the Company recognises the assets, liabilities, gains (losses) from operational activities 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.

 

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 arrangement 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 to conform 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 as regards to such transaction until the asset is sold or realized by the joint venture.

 

2.3         Financial information as per reportable segments

 

The Company has defined three reportable segments within which identified six operating segments, which 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. 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), the sales volumes and Net sales are the most important. Sales between segments are carried out at arm’s length and net sales as per geographical location are based on the producing and selling entity´s location.

 

 

F-19

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

2.4         Foreign currency and unidad de fomento (Adjustment unit)

 

Presentation and functional currency

 

The Company uses the Chilean peso ($ 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, Uruguayan and Paraguayan subsidiaries is the Argentine peso, Uruguayan peso and Paraguayan guarani, respectively.

 

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 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 consolidated 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 2013, 2012 and 2011 are as follows:

 

Chilan Pesos as pero unit of foreign currency or adjustable unit

As of December 31, 2013

As of December 31, 2012

As of December 31, 2011

Ch$

Ch$

Ch$

Foreign currencies

 

 

 

 

 

UD Dollar

USD

 

524.61

479.96

519.20

Euro

EUR

 

724.30

634.45

672.97

Argentine Peso

ARG

 

80.45

97.59

120.63

Uruguayan Peso

UYU

 

24.49

25.12

25.99

Canadian Dollar

CAD

 

492.68

482.27

511.12

Sterling Pound

GBP

 

866.41

775.76

805.21

Swiss Franc

CHF

 

591.24

525.52

553.64

Australina Dollar

AUD

 

467.86

498.04

531.80

Danish Krone

DKK

 

97.11

85.05

90.53

Japanese Yen

JPY

 

4.99

5.58

6.74

Brazilian Real

BRL

 

222.71

234.98

278.23

Paraguayan guarani

PYG

 

0.11

0.11

0.12

Adjustment Units

 

 

 

 

 

Unidad de fomento

UF

 

23,309.56

22,840.75

22,294.03

 

 

 

 

 

 

 

* 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.

 

 

F-20

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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.

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 technique 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 fair value variation 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

 

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.

 

 

F-21

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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.

 

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 revalued 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 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 the 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 December 2012, such amounts are classified within current liabilities, under the line Other financial liabilities, 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 sight, 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.

 

 

 

F-22

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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. 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.

 

The inventories and cost of products sold, is determined using the Weighted Average Cost (WAC). The Company estimates that 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, 2013 

 

 

 

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

 

Type of Assets

Number of years

Land

Indefinite

Buildings and Constructions

20 to 60

Machinery and equipment

10 to 25

Furniture and accesories

5 to 10

Other equipment (coolers and mayolicas)

5 to 8

Glass containers, and plastic 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 vines under formation and under production. 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 based on the 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, 2013 

 

 

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 (See Note 2.16)

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-financial assets other than goodwill

 

The Company annually assesses the existence of impairment indicators on non-financial 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.

 

For indefinite useful life intangible assets, which are not amortized, the Company performs all required to ensure that the carrying amount does not exceed recoverable value.

 

 

F-25

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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.

 

For other non-financial assets different than goodwill and intangibles with indefinite useful life, the Company assesses the existence of impairment indicators when some event or change in business circumstances indicate that the book value of the asset may not be recoverable and impairment is recognised when the book value is higher than its recoverable value.

 

The Company annually assesses if impairment indicators of non-financial 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, less 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 taxes

 

Income taxes are 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, and the income tax rate valid as of that date in the countries where the Company operates, which are Chile,  Argentina and Uruguay.

 

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.

 

 

F-26

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

2.19       Employees benefits

 

Employees Vacation

 

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

 

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 the 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 are directly recorded in Income.

 

As of December 31, 2012, the actuarial gains and losses originated by the valuation of the liabilities subject to such plans, was recorded directly in the Consolidated Statement of Income. Additionally, at the same date, the financial cost related to severance indemnity was recorded under Cost of sales or Administrative expenses. Beginning January 1, 2013 due to the amendment of IAS 19 (applied prospectively), the actuarial gains and losses are recognised directly in Other Comprehensive Income, under Equity and, according to the accounting policies of the Company, financial costs related to the severance indemnity are directly recorded under Financial cost in the Consolidated Statement of 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 of which 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.

 

 

F-27

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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.

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 labour 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, 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.

 

 

 

 

F-28

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

2.27       Environment 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.

 

 

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 fair value financial instruments (Note 2.6 and Note 6)

•              The occurrence likelihood and the estimates amount in an uncertain or contingent manner (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

 

As of December 31, 2013, there have been no significant 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.

 

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.

 

 

F-29

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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), taxes, 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 and Uruguay. The Company’s greatest exchange rate exposure is the variation of the Chilean peso as compared to the US Dollar, Euro, Sterling Pound, Argentine Peso and Uruguayan Peso.

 

As of December 31, 2013, the Company maintained foreign currency obligations amounting to ThCh$ 46,597,983
(ThCh$ 37,348,464 in 2012), mostly denominated in US Dollars. Foreign currency obligations accruing variable interest (ThCh$ 21,618,277 in 2013 and ThCh$ 14,156,408 in 2012) represent 9% (6% in 2012) of the total of Other financial liabilities. The remaining 91% (94% in 2012) is denominated in inflation-indexed Chilean pesos (see inflation risk section). In addition, the Company maintains foreign currency assets for ThCh$ 41,416,467 (ThCh$ 35,305,805 in 2012) 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$ 9,412,041 (ThCh$ 4,793,940 in 2012).

 

Regarding the Uruguayan subsidiaries operations, the net exposure liability in US Dollars and other currencies amounts to ThCh$ 466,519.

 

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, 2013, the Company’s mitigate net asset exposure in foreign currencies in Chile, after the use of derivative instruments, is an asset amounting to ThCh$ 1,068,823 (ThCh$ 2,932,576 in 2012).

 

Of the Company’s total sales, both in Chile,  Argentina and Uruguay, 8% (9% in  2012) corresponds to export sales made in foreign currencies, mainly US Dollars, Euro and Sterling Pound and of the total costs 57% (57% in 2012) 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.

 

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

 

As of December 31, 2013, the net investment in Argentine subsidiaries amounted to ThCh$ 84,362,639 (ThCh$ 92,745,976 in 2012), Uruguay amounted to ThCh$ 8,815,230 and in Paraguay amounted to ThCh$ 11,254,656.

 

 

F-30

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Exchange rate sensitivity analysis

 

The exchange rate differences effect recognized in the Consolidated Statement of Income for the  period ended as of December 31, 2013, related to the foreign currency denominated assets and liabilities, was a loss of ThCh$ 4,292,119 (ThCh$ 1,002,839 in 2012 and ThCh$ 1,078,604 in 2011). Considering the exposure as of December 31, 2013, 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$ 85,506 (income (loss) of ThCh$ 234,606 in 2012 and ThCh$ 143,146 in 2011).

 

Considering that approximately 8% 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% (52% in 2012 and 56% in 2011) 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$ 9,970,631 (income (loss) from ThCh$ 8,965,359 in 2012 and ThCh$ 8,807,019 in 2011).

 

The Company can also be affected by the variation of the exchange rate of Argentina and Uruguay, since the result is converted to Chilean Pesos at the average rate of each month. The result of the operations in Argentina and Uruguay during the year 2013 were ThCh$ 27,908,982 (ThCh$ 28,181,889 in 2012) and a loss of ThCh$ 1,216,031, respectively. Therefore, a depreciation (or appreciation) of 10% in the exchange rate of the Argentine and Uruguayan Peso, would be a loss (income) before tax of ThCh$ 2,790,898 (ThCh$ 2,818,189 in 2012) and ThCh$ 121,603, respectively.

 

The net investment maintained in subsidiaries that operate in Argentina amounts to ThCh$ 84,362,639 as of December 31, 2013 (ThCh$ 92,745,976 in 2012). 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$ 8,436,264 (ThCh$ 9,274,598 in 2012 and ThCh$ 9,874,219 in 2011) recorded as a credit (charge) against Equity.

 

The net investment maintained in subsidiaries that operate in Uruguay amounts to ThCh$ 8,815,230 as of December 31, 2013. Assuming a 10% increase or decrease in the Uruguayan 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$ 881,523 recorded as a credit (charge) against Equity.

 

The net investment maintained in subsidiaries that operate in Paraguay amounts to ThCh$ 11,254,656 as of December 31, 2013. Assuming a 10% increase or decrease in the Uruguayan 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$ 1,125,466 recorded as a credit (charge) against Equity.

 

The company does not cover the risks associated with the currency conversion of the financial statements of its subsidiaries that have other functional currency, whose effects are reported in Equity.

 

Interest rates risk

 

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

 

As of December 31, 2013, the Company had a total ThCh$ 11,840,117 in debt indexed to LIBOR (ThCh$ 14,156,408 in 2012). Consequently, as of December 31, 2013, the company’s financing structure is made up (without considering the effects of cross currency swaps effect) of approximately 5% (6% in 2012) in debt with variable interest rates, and 95% (94% in 2012) in debt with fixed interest rates.

 

To administer 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, 2013, after considering the effect of interest rates and currency swaps, approximately 100% (99% in 2012) of the Company’s long-term debt has fixed interest rates.

 

 

F-31

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The terms and conditions of the Company’s obligations as of December 31, 2013, including exchange rates, interest rates, maturities and effective interest rates, are detailed in Note 27

 

Interest rates sensitivity analysis

 

The total financial expense recognized in the Consolidated Statement of Income for the twelve month ended as of December 31, 2013, related to short-term and long-term debts amounted to ThCh$ 24,084,226 (ThCh$ 17,054,879 in  2012 and ThCh$ 14,410,911 in 2011). As of December 31, 2013 we were 100% covered against interest rate fluctuations. As of December 31, 2012, whereas only 2% of total debt (net of derivatives) is subject to variable interest rate, and if 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 (ThCh$ 18,543 in 2012 and at December 31, 2011 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 allows 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, 2013, related to UF indexed short-term and long-term debt, and resulted in a loss of  ThCh$ 1,801,765 (ThCh$  5,057,807 in 2012 and ThCh$ 6,728,451 in 2011). 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$ 2,999,467 (ThCh$ 5,079,454 in 2012 and ThCh$ 6,133,010 in 2011) 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 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 2013, the Company purchased 54,162 tons (48,396 tons in 2012) of barley and 32,203 tons (32,300 tons in 2012) of malt. CCU Argentina acquires mainly malt from local producers. Such raw materials represent approximately 30% (31% in 2012) of the direct cost of beer.

 

Of the cost of beer in Chile, the cost of cans represents 38% of the direct cost of raw materials (41% in 2012). Meanwhile in Argentina the cans represent 24% of the direct cost of raw materials (24% in 2012).

 

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% (56% in 2012) of the direct cost of non-alcoholic beverages.

 

 

 

F-32

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 31% (28% in 2012) of the export wine supply comes from its own vineyards. Whereas the previous percentage of own production and that this goes to the production for export market and fine wines for domestic market, the own production supplies 50% (46% in 2012) of exports, including the fine wines of the domestic market.

 

The remaining 69% (72% in 2012) the supply is purchased from third parties through long-term and spot contracts. During 2013, the subsidiary VSPT acquired 55% (59% in 2012) of the necessary grapes and wine from third parties through spot contracts, these mainly for the massive domestic market wine business. In addition, it also performs long-term transactions that represent 15% of total supply.

 

As of December 31, 2013, we must consider that wine represents 58% (58% in 2012) of the total direct cost of VSPT.

 

Raw material price sensitivity Analysis

 

The total direct cost in the Consolidated Statement of Income for 2012 amounts to ThCh$ 382,645,778
(ThCh$ 361,570,855 in 2012 and ThCh$ 372,626,307 in 2011). Assuming a reasonably possible increase (decrease) in the direct cost of each operating 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$ 8,016,584 (ThCh$ 7,288,550 in 2012 and ThCh$ 6,783,393 in 2011) for Beer Chile, ThCh$ 5,001,286 (ThCh$ 5,018,556 in 2012 and ThCh$ 4,867,084 in 2011) for Beer Argentina, ThCh$ 9,442,707 (ThCh$ 8,584,592 in 2012 and ThCh$ 7,655,225 in 2011) for non-alcoholic beverages, ThCh$ 6,180,951 (ThCh$ 6,553,854 in 2012 and ThCh$ 6,076,016 in 2011) for Wines and ThCh$ 2,904,362 (ThCh$ 2,546,142 in 2012 and ThCh$ 1,825,378 in 2011) 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 derivatives.

 

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, 2013, amounts to 90% (85% in 2012) of the total accounts receivable.

 

Overdue but not impaired commercial accounts receivable corresponds to clients that show delays of less than 21 days (21.5 days in 2012).

 

As of December 31, 2013, the Company had approximately 854 clients (803 clients in 2012) indebted in over Ch$ 10 million each that together represent approximately 86.1% (85.5% in 2012) of the total commercial accounts receivable. There were 184 clients (182 clients in 2012) with balances over Ch$ 50 million each, representing approximately 76% (75% in 2012) of the total accounts receivable. The 95% (93% in 2012) 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, 2013, as a large percentage of these are covered by insurance.

 

 

F-33

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 87% (98% in 2012) 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, 2013, there were 31 clients (75 clients in 2012) indebted for over ThCh$ 65,000 each, which represent 87% (87% in 2012) 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 47 days (42 days in 2012).

 

The Company estimates that no loan risk provisions are necessary in addition to the individual and collective provisions determined as of December 31, 2013. See analysis of accounts receivables maturities and losses due to impairment of accounts receivables (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 risk concentration with any specific financial institutions as of December 31, 2013.

Tax risk

 

Our businesses are taxed with different duties, particularly with excise taxes on the consumption of alcoholic and non-alcoholic beverages.

 

The Argentine excise tax is 8.7% for beer, and the Chilean excise tax is 15% for beer and wine, 27% for spirits, and 13% for carbonated soft drinks beverages and nectars and juices. An increase in the rate of these or any other tax could negatively affect our sales and profitability.

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 originated 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.

 

F-34

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

A summary of the Company’s financial liabilities with their maturities as of December 31, 2013 and 2012, based on the non-discounted contractual cash flows appears below:

 

As of December 31, 2013

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

80,971,892

38,895,940

50,142,798

1,817,484

90,856,222

Bond payable

153,032,487

77,504,882

24,887,830

81,315,757

183,708,469

Financial leases obligations

16,932,430

1,744,243

5,271,866

28,476,487

35,492,596

Deposits for return of bottles and containers

11,451,873  

11,451,873

-

-

11,451,873

Sub-Total

262,388,682

129,596,938

80,302,494

111,609,728

321,509,160

Derivative financial liabilities

 

 

 

 

 

Liability coverage

201,063

137,151

66,551

-

203,702

Derivative hedge liabilities

661,473

661,473

-

-

661,473

Sub-Total

862,536

798,624

66,551

-

865,175

Total

263,251,218

130,395,562

80,369,045

111,609,728

322,374,335

 

 

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

38,327,451

47,614,737

1,772,491

87,714,679

Bond 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

60,141,084

148,138,425

117,260,756

325,540,265

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

60,840,113

148,302,442

117,260,756

326,403,311

 

View current and non-current book value in Note 6

 

 

 

F-35

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013

As of December 31, 2012

 

Current

Non current

Current

Non current

 

ThCh$

ThCh$

ThCh$

ThCh$

Cash and cash equivalents

408,853,267

-

102,337,275

-

Other financial assets

4,468,846

38,899

1,380,474

65,541

Accounts receivable - trade and other receivable (net)

211,504,047

-

204,570,870

-

Acoounts receivable from related companies

9,610,305

350,173

9,611,990

414,115

Total financial assets

634,436,465

389,072

317,900,609

479,656

Bank borrowings

33,193,852

47,778,040

37,526,738

44,437,114

Bonds payable

74,432,086

78,600,401

4,414,725

148,421,265

Financial leases obligations

612,491

16,319,939

371,748

16,107,404

Derivative hedge liabilities

661,473

-

495,012

-

Liability coverage

136,414

64,649

204,886

156,952

Deposits for return of bottles and containers

11,451,873

-

11,861,158

-

Total other non-financial liabililities (*)

120,488,189

142,763,029

54,874,267

209,122,735

Account payable- trade and other payable

183,508,115

841,870

165,392,448

724,930

Accounts payable to related entities

7,286,064

377,020

8,013,545

2,391,810

Total financial liabilities

311,282,368

143,981,919

228,280,260

212,239,475

 

 

 

 

 

 

(*) See Note 27 Other financial liabilities

 

 

F-36

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013

As of December 31, 2012

 

Book Value

Fair Value

Book Value

Fair Value

 

ThCh$

ThCh$

ThCh$

ThCh$

Cash and cash equivalents

408,853,267

408,853,267

102,337,275

102,337,275

Other financial assets

4,507,745

4,507,745

1,446,015

1,446,015

Accounts receivable - trade and other receivable (net)

211,504,047

211,504,047

204,570,870

204,570,870

Acoounts receivable from related companies

9,960,478

9,960,478

10,026,105

10,026,105

Total financial assets

634,825,537

634,825,537

318,380,265

318,380,265

Bank borrowings

80,971,892

81,571,288

81,963,852

80,144,744

Bonds payable

153,032,487

149,220,332

152,835,990

155,225,274

Financial leases obligations

16,932,430

19,849,691

16,479,152

22,954,053

Derivative hedge liabilities

661,473

661,473

495,012

495,012

Liability coverage

201,063

201,063

361,838

361,838

Deposits for return of bottles and containers

11,451,873

11,451,873

11,861,158

11,861,158

Total other non-financial liabililities (*)

263,251,218

262,955,720

263,997,002

271,042,079

Account payable- trade and other payable

184,349,985

184,349,985

166,117,378

166,117,378

Accounts payable to related entities

7,663,084

7,663,084

10,405,355

10,405,355

Total financial liabilities

455,264,287

454,968,789

440,519,735

447,564,812

 

 

 

 

 

 

The book value of current accounts receivables, cash and cash equivalents and other financial assets and liabilities approximate fair value due to the short-term nature of such facilities, and 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, 2013

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

2,349,405

-

1,039,003

3,388,408

Marketable securities and investments in other companies

1,119,337

-

-

1,119,337

Total other financial assets

3,468,742

-

1,039,003

4,507,745

Cash and cash equivalents

-

408,853,267

-

408,853,267

Accounts receivable-trade and other receivables (net)

-

211,504,047

-

211,504,047

Account receivable from to related companies

-

9,960,478

-

9,960,478

Total

3,468,742

630,317,792

1,039,003

634,825,537

 

 

F-37

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

As of December 31, 2013

Fair value with changes in income

Hedge derivatives

Financial libilities measured at amortized cost

Total

ThCh$

ThCh$

ThCh$

ThCh$

Liabilities

 

 

 

 

Bank borrowings

-

-

80,971,892

80,971,892

Bonds payable

-

-

153,032,487

153,032,487

Financial leases obligations

-

-

16,932,430

16,932,430

Deposits for return of bottles and containers

-

-

11,451,873

11,451,873

Derivative financial instruments

661,473

201,063

-

862,536

Total others financial liabililities

661,473

201,063

262,388,682

263,251,218

Account payable- trade and other payable

-

-

184,349,985

184,349,985

Accounts payable to related entities

-

-

7,663,084

7,663,084

Total

661,473

201,063

454,401,751

455,264,287

 

As of December 31, 2012

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

153,223

-

65,541

218,764

Marketable securities and investments in other companies

1,227,251

-

-

1,227,251

Total other 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

Account receivable from to related companies

-

10,026,105

-

10,026,105

Total

1,380,474

316,934,250

65,541

318,380,265

 

As of December 31, 2012

Fair value with changes in income

Hedge derivatives

Financial libilities 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 liabililities

495,012

361,838

263,140,152

263,997,002

Account payable- trade and other payable

-

-

166,117,378

166,117,378

Accounts payable to related entities

-

-

10,405,355

10,405,355

Total

495,012

361,838

439,662,885

440,519,735

 

 

F-38

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013

As of December 31, 2012

Number agreegments

Nominal amounts thousand

Asset

Liability

Number agreegments

Nominal amounts thousand

Asset

Liability

ThCh$

ThCh$

ThCh$

ThCh$

Cross currency interest rate swaps UF/CLP

1

3,000

1,000,104

-

-

-

-

-

Less than a year

1

3,000

1,000,104

-

-

-

-

-

Cross currency interest rate swaps USD/USD

2

18,117

9,351

156,501

1

10,107

-

229,610

Less than a year

-

117

-

91,852

-

107

-

72,658

Between 1 and 5 years

2

18,000

9,351

64,649

1

10,000

-

156,952

Cross currency interest rate swaps USD/EURO

1

4,476

29,548

44,562

2

8,383

65,541

132,228

Less than a year

-

40

-

44,562

1

3,947

-

132,228

Between 1 and 5 years

1

4,436

29,548

-

1

4,436

65,541

-

Forwards USD

20

90,559

2,202,537

275,200

17

55,692

119,823

430,580

Less than a year

20

90,559

2,202,537

275,200

17

55,692

119,823

430,580

Forwards Euro

10

4

143,749

325,638

6

2,132

22,569

64,432

Less than a year

10

4

143,749

325,638

6

2,132

22,569

64,432

Forwards CAD

2

1,850

3,119

9,651

1

2,740

1,932

-

Less than a year

2

1,850

3,119

9,651

1

2,740

1,932

-

Forwards GBP

2

1,500

-

50,984

3

1,432

8,899

-

Less than a year

2

1,500

-

50,984

3

1,432

8,899

-

Total derivative instruments

38

 

3,388,408

862,536

30

 

218,764

856,850

 

 

 

 

 

 

 

 

 

 

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 classified; consequently their effects are recorded in Income, in Other gain (loss), separately from the hedged item.

 

 

F-39

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

In the case of Cross Currency Interest Rate Swaps and the Cross Interest Rate Swap, these qualify as cash flow hedges of the flows related to loans from Banco Estado, Banco de Chile and Banco Scotiabank. See additional disclosures in Note 27

 

As of December 31, 2013

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank

Interest rate fluctuation in loans

USD

4,211,482

USD

4,207,536

3,946

06-22-2015

Banco de Chile

Interest rate and exchange rate fluctuation in loans

USD

2,368,588

EUR

2,383,602

(15,014)

07-11-2016

Banco de Chile

Interest rate fluctuation in loans

USD

5,340,215

USD

5,491,311

(151,096)

07-07-2016

Banco de Chile

Interest rate fluctuation in bond

UF

70,704,908

CLP

69,704,804

1,000,104

03-17-2014

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

Entity

Nature of risks covered

Rights

Obligations

Fair value of net asset (liabilities)

Maturity

Currency

Amount

Currency

Amount

Amount

ThCh$

ThCh$

ThCh$

Scotiabank

Interest rate and exchange rate fluctuation in loans

USD

1,872,482

EUR

1,970,324

(97,842)

06-20-2013

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

 

 

 

 

 

 

 

 

 

The Consolidated Statement of Other Comprehensive Income includes under the caption cash flow hedge, for the years ended December 31, 2013, 2012 and 2011, a credit debit after income taxes of ThCh$ 256,592 (a debit after income taxes of ThCh$ 826,120 and ThCh$ 239,524, in 2012 and 2011, respectively), relating to the fair value of the Cross Currency Interest Swap and Cross Interest Rate Swap derivatives 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 values obtained through direct reference to quoted market prices, without any adjustment.

 

Level 2                  Fair values 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).

 

 

F-40

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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

 

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

 

As of December 31, 2013

Recorded fair value

fair value hierarchy

level 1

level 2

level 3

ThCh$

ThCh$

ThCh$

ThCh$

Derivative hedge assets

1,039,003

-

1,039,003

-

Derivative financial instruments

2,349,405

-

2,349,405

-

Market securities and investments in other companies

1,119,337

1,119,337

-

-

Fair value financial assets

4,507,745

1,119,337

3,388,408

-

Derivative hedge liabilities

201,063

-

201,063

-

Derivative financial instruments

661,473

-

661,473

-

Fair value financial liabilities

862,536

-

862,536

-

 

 

 

 

 

         

 

As of December 31, 2012

Recorded fair value

fair value hierarchy

level 1

level 2

level 2

ThCh$

ThCh$

ThCh$

ThCh$

Derivative financial instruments

153,223

-

153,223

-

Market securities and investments in other companies

1,227,251

1,227,251

-

-

Derivative hedge assets

65,541

-

65,541

-

Fair value financial assets

1,446,015

1,227,251

218,764

-

Derivative hedge liabilities

361,838

-

361,838

-

Derivative financial instruments

495,012

-

495,012

-

Fair value financial liabilities

856,850

-

856,850

-

 

 

 

 

 

 

During year ended as of December 31, 2013, 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) and payment capacity and equity situation. The uncollectible rate during the last two years has not been significant.

 

 

F-41

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 7 Financial Information as per reportable segments

 

The Company has defined three reportable segments within which identified 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

 

As we have been mentioning during 2013 Press Releases, in a future, on a date to be defined, CCU will report its Consolidated Results in the following three business segments: 1.- Chile1 , 2.- Río de la Plata2 and 3.- Wines3 (Domestic, Exports from Chile and Argentina). This is consistent with the way the Company is managed and responds to how the results reported in CCU. This change will be implemented beginning with the Q1’14 Results.

 

Business segment

Operating segment

Operations included in the segments

Chile

Beer Chile

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

 

Non-alcoholic

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

 

Spirits

Compañía Pisquera de Chile S.A. and Compañía Pisquera Bauzá S.A.

Río de la Plata

CCU Argentina

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

 

Uruguay

Milotur S.A., Marzurel S.A. and Coralina S.A.

 

Paraguay

Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A.

Wines

Wines

Viña San Pedro Tarapacá S.A.

Others

Others (*)

UES and UAC.

 

 

(*) UES: Strategic Service Unit: Transportes CCU Limitada, Comercial CCU S.A., CRECCU S.A. y 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, Argentina, Paraguay and Uruguay, the second includes exclusively segments of beers, cider and wines in the domestic market sales. The rest of the segments, except Uruguay, 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.

 


1 Chile includes: Beer Chile, Non-alcoholic and Spirits.

2 Río de la Plata includes: CCU Argentina, Uruguay, and since December 2013, Paraguay.

3 Wines includes: Domestics, Exportation from Chile and Argentina.

 

F-42

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

a)     Information as per reportable segments for the years ended as of December 31, 2013 and 2012:

 

 

Business Segment Chile

Business Segment Rio de la Plata

Business Segment Wines

Others

Total

 

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

751,079,523

665,913,311

274,029,865

248,970,437

146,938,005

144,593,467

-

5

1,172,047,393

1,059,477,220

Other income

8,560,450

6,364,664

7,405,658

4,777,057

4,524,947

4,642,408

4,688,062

428,545

25,179,117

16,212,674

Sales revenue between segments

5,555,707

4,250,836

999,777

78,860

792,495

321,491

(7,347,979)

(4,651,187)

-

-

Net sales

765,195,680

676,528,811

282,435,300

253,826,354

152,255,447

149,557,366

(2,659,917)

(4,222,637)

1,197,226,510

1,075,689,894

Change %

13.1

-

11.3

-

1.8

-

-

-

11.3

-

Cost of sales

(343,230,330)

(308,358,522)

(113,264,790)

(100,032,812)

(92,864,092)

(95,634,950)

12,662,578

10,939,037

(536,696,634)

(493,087,247)

% of Net sales

44.9

45.6

40.1

39.4

61.0

63.9

-

-

44.8

45.8

Gross margin

421,965,350

368,170,289

169,170,510

153,793,542

59,391,355

53,922,416

10,002,661

6,716,400

660,529,876

582,602,647

% of Net sales

55.1

54.4

59.9

60.6

39.0

36.1

-

-

55.2

54.2

MSD&A (1)

(275,202,656)

(231,695,795)

(142,972,002)

(126,048,966)

(46,036,147)

(43,175,330)

(9,312,740)

(4,322,674)

(473,523,545)

(405,242,765)

% of Net sales

36.0

34.2

50.6

49.7

30.2

28.9

-

-

39.6

37.7

Other operating income (expenses)

1,385,111

1,746,137

1,038,067

312,587

(166,311)

306,013

1,991,965

1,463,592

4,248,832

3,828,329

Operating result before Exceptional Items (EI)

148,147,805

138,220,631

27,236,575

28,057,163

13,188,897

11,053,099

2,681,886

3,857,318

191,255,163

181,188,211

Change %

7.2

-

(2.9)

-

19.3

-

-

-

5.6

-

% of Net sales

19.4

20.4

9.6

11.1

8.7

7.4

-

-

16.0

16.8

Exceptional Items (EI) (2)

(780,458)

-

(543,111)

-

(275,700)

-

(1,390,060)

-

(2,989,329)

-

Operating result (3)

147,367,347

138,220,631

26,693,464

28,057,163

12,913,197

11,053,099

1,291,826

3,857,318

188,265,834

181,188,211

Change %

6.6

-

(4.9)

-

16.8

-

-

-

3.9

-

% of Net sales

19.3

20.4

9.5

11.1

8.5

7.4

-

-

15.7

16.8

Net financial expense

-

-

-

-

-

-

-

-

(15,830,056)

(9,362,207)

Equity and income of joint venture

-

-

-

-

-

-

-

-

308,762

(177,107)

Foreign currency exchange differences

-

-

-

-

-

-

-

-

(4,292,119)

(1,002,839)

Results as per adjustment units

-

-

-

-

-

-

-

-

(1,801,765)

(5,057,807)

Other gains (losses)

-

-

-

-

-

-

-

-

958,802

(4,478,021)

Income before taxes

 

 

 

 

 

 

 

 

167,609,458

161,110,230

Income taxes

               

(34,704,907)

(37,133,330)

Net income for year

 

 

 

 

 

 

 

 

132,904,551

123,976,900

Non-controlling interests

               

9,868,543

9,544,167

Net income attributable to equity holders of the parent

 

 

 

 

 

 

 

 

123,036,008

114,432,733

Depreciation and amortization

37,534,253

33,285,317

9,957,053

7,022,680

7,238,886

6,566,207

9,516,304

7,885,916

64,246,496

54,760,120

ORBDA before EI

185,682,058

171,505,948

37,193,628

35,079,843

20,427,783

17,619,306

12,198,190

11,743,234

255,501,659

235,948,331

Change %

8.3

-

6.0

-

15.9

-

-

-

8.3

-

% of Net sales

24.3

25.4

13.2

13.8

13.4

11.8

-

-

21.3

21.9

ORBDA (4)

184,901,600

171,505,948

36,650,516

35,079,843

20,152,083

17,619,306

10,808,130

11,743,234

252,512,329

235,948,331

Change %

7.8

-

4.5

-

14.4

-

-

-

7.0

-

% of Net sales

24.2

25.4

13.0

13.8

13.2

11.8

-

-

21.1

21.9

 

 

 

 

 

 

 

 

 

 

 

 

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

(2)   Exceptional Items are income or expenses that do not occur regularly as part of the normal activities of the Company. It’s presented separately because its important items for the understanding the normal operations of the Company due to importance or nature.For the year 2013, the Company has considered this result as an Exceptional items (EI) related to restructuring process which implied the early retirement of managers replaced internaly, promotions and the sole and exceptional payments of incentives to the leaving and remaining personnel.

(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-43

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

b)     Information as per reportable segments for the years ended as of December 31, 2012 and 2011:

 

 

Business Segment Chile

Business Segment Río de la Plata

Business Segment Wines

Others

Total

 

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

665,913,311

601,977,269

248,970,437

216,194,072

144,593,467

132,933,733

5

 

1,059,477,220

951,105,074

Other income

6,364,664

4,926,549

4,777,057

4,488,308

4,642,408

5,390,734

428,545

3,640,006

16,212,674

18,445,597

Sales revenue between segments

4,250,836

5,557,719

78,860

220,708

321,491

23,820

(4,651,187)

(5,802,247)

-

-

Net sales

676,528,811

612,461,537

253,826,354

220,903,088

149,557,366

138,348,287

(4,222,637)

(2,162,241)

1,075,689,894

969,550,671

Change %

10.5

-

14.9

-

8.1

-

-

-

10.9

-

Cost of sales

(308,358,522)

(275,282,572)

(100,032,812)

(91,236,912)

(95,634,950)

(89,849,938)

10,939,037

8,507,887

(493,087,247)

(447,861,535)

% of Net sales

45.6

44.9

39.4

41.3

63.9

64.9

-

-

45.8

46.2

Gross margin

368,170,289

337,178,965

153,793,542

129,666,176

53,922,416

48,498,349

6,716,400

6,345,646

582,602,647

521,689,136

% of Net sales

54.4

55.1

60.6

58.7

36.1

35.1

-

-

54.2

53.8

MSD&A (1)

(231,695,795)

(201,485,381)

(126,048,966)

(100,412,990)

(43,175,330)

(40,241,921)

(4,322,674)

(6,867,078)

(405,242,765)

(349,007,370)

% of Net sales

34.2

32.9

49.7

45.5

28.9

29.1

-

-

37.7

36.0

Other operating income (expenses)

1,746,137

1,912,293

312,587

(52,044)

306,013

2,165,898

1,463,592

3,204,267

3,828,329

7,230,414

Operating result before Exceptional Items (EI)

138,220,631

137,605,877

28,057,163

29,201,142

11,053,099

10,422,326

3,857,318

2,682,835

181,188,211

179,912,180

Change %

0.4

-

(3.9)

-

6.1

-

-

-

0.7

-

% of Net sales

20.4

22.5

11.1

13.2

7.4

7.5

-

-

16.8

18.6

Exceptional Items (EI) (2)

-

6,871,545

-

(384,107)

-

6,467,220

-

(49,284)

-

12,905,374

Operating result (3)

138,220,631

144,477,422

28,057,163

28,817,035

11,053,099

16,889,546

3,857,318

2,633,551

181,188,211

192,817,554

Change %

(4.3)

-

(2.6)

-

(34.6)

-

-

-

(6.0)

-

% of Net sales

20.4

23.6

11.1

13.0

7.4

12.2

-

-

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

179,997,948

Income taxes

               

(37,133,330)

(45,195,746)

Net income for year

 

 

 

 

 

 

 

 

123,976,900

134,802,202

Non-controlling interests

               

9,544,167

12,050,607

Net income attributable to equity holders of the parent

 

 

 

 

 

 

 

 

114,432,733

122,751,595

Depreciation and amortization

33,285,317

28,469,312

7,022,680

5,897,854

6,566,207

6,418,774

7,885,916

6,996,063

54,760,120

47,782,003

ORBDA before EI

171,505,948

166,075,189

35,079,843

35,098,996

17,619,306

16,841,100

11,743,234

9,678,898

235,948,331

227,694,183

Change %

3.3

-

(0.1)

-

4.6

-

-

-

3.6

-

% of Net sales

25.4

27.1

13.8

15.9

11.8

12.2

-

-

21.9

23.5

ORBDA (4)

171,505,948

172,946,734

35,079,843

34,714,889

17,619,306

23,308,320

11,743,234

9,629,614

235,948,331

240,599,557

Change %

(0.8)

-

1.1

-

(24.4)

-

-

-

(1.9)

-

% of Net sales

25.4

28.2

13.8

15.7

11.8

16.8

-

-

21.9

24.8

 

 

 

 

 

 

 

 

 

 

 

 

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

(2)     Exceptional Items are income or expenses that do not occur regularly as part of the normal activities of the Company. Its presented separately because its are important items for the understanding the normal operations of the Company due to importance or nature.The Company has considered this result as an 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-44

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

c)     Information as per Chile operating segment for the years ended as of December 31, 2013 and 2012:

 

 

Beer Chile

Non-alcoholic

Spirits

Business Segment Chile

 

2013

2012

2013

2012

2013

2012

2013

2012

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

348,006,978

316,545,195

334,715,473

287,312,904

68,357,072

62,055,212

751,079,523

665,913,311

Other income

3,637,948

3,739,080

3,634,887

1,222,039

1,287,615

1,403,545

8,560,450

6,364,664

Sales revenue between segments

1,399,051

559,331

3,882,580

3,597,936

274,076

93,569

5,555,707

4,250,836

Net sales

353,043,977

320,843,606

342,232,940

292,132,879

69,918,763

63,552,326

765,195,680

676,528,811

Change %

10.0

-

17.1

-

10.0

-

13.1

-

Cost of sales

(143,382,294)

(130,587,289)

(156,249,899)

(138,906,303)

(43,598,137)

(38,864,930)

(343,230,330)

(308,358,522)

% of Net sales

40.6

40.7

45.7

47.5

62.4

61.2

44.9

45.6

Gross margin

209,661,683

190,256,317

185,983,041

153,226,576

26,320,626

24,687,396

421,965,350

368,170,289

% of Net sales

59.4

59.3

54.3

52.5

37.6

38.8

55.1

54.4

MSD&A (1)

(120,814,292)

(105,512,857)

(134,487,631)

(107,666,627)

(19,900,733)

(18,516,311)

(275,202,656)

(231,695,795)

% of Net sales

34.2

32.9

39.3

36.9

28.5

29.1

36.0

34.2

Other operating income (expenses)

606,615

358,389

713,300

(213,583)

65,196

1,601,331

1,385,111

1,746,137

Operating result before Exceptional Items (EI)

89,454,006

85,101,849

52,208,710

45,346,366

6,485,089

7,772,416

148,147,805

138,220,631

Change %

5.1

-

15.1

-

(16.6)

-

7.2

-

% of Net sales

25.3

26.5

15.3

15.5

9.3

12.2

19.4

20.4

Exceptional Items (EI) (2)

(191,700)

-

(526,658)

-

(62,100)

-

(780,458)

-

Operating result (3)

89,262,306

85,101,849

51,682,052

45,346,366

6,422,989

7,772,416

147,367,347

138,220,631

Change %

4.9

-

14.0

-

(17.4)

-

6.6

-

% of Net sales

25.3

26.5

15.1

15.5

9.2

12.2

19.3

20.4

Depreciation and amortization

20,179,827

19,256,773

15,272,383

11,965,428

2,082,043

2,063,116

37,534,253

33,285,317

ORBDA before EI

109,633,833

104,358,622

67,481,093

57,311,794

8,567,132

9,835,532

185,682,058

171,505,948

Change %

5.1

-

17.7

-

(12.9)

-

8.3

-

% of Net sales

31.1

32.5

19.7

19.6

12.3

15.5

24.3

25.4

ORBDA (4)

109,442,133

104,358,622

66,954,435

57,311,794

8,505,032

9,835,532

184,901,600

171,505,948

Change %

4.9

-

16.8

-

(13.5)

-

7.8

-

% of Net sales

31.0

32.5

19.6

19.6

12.2

15.5

24.2

25.4

 

 

 

 

 

 

 

 

 

 

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

 

d)     Information as per Chile operating segment for the years ended as of December 31, 2012 and 2011:

 

 

Beer Chile

Non-alcoholic

Spirits

Business Segment Chile

 

2012

2011

2012

2011

2012

2011

2012

2011

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

316,545,195

309,286,574

287,312,904

243,329,756

62,055,212

49,360,939

665,913,311

601,977,269

Other income

3,739,080

3,208,076

1,222,039

1,226,330

1,403,545

492,143

6,364,664

4,926,549

Sales revenue between segments

559,331

521,953

3,597,936

3,953,248

93,569

1,082,518

4,250,836

5,557,719

Net sales

320,843,606

313,016,603

292,132,879

248,509,334

63,552,326

50,935,600

676,528,811

612,461,537

Change %

2.5

-

17.6

-

24.8

-

10.5

-

Cost of sales

(130,587,289)

(122,416,520)

(138,906,303)

(123,713,022)

(38,864,930)

(29,153,030)

(308,358,522)

(275,282,572)

% of Net sales

40.7

39.1

47.5

49.8

61.2

57.2

45.6

44.9

Gross margin

190,256,317

190,600,083

153,226,576

124,796,312

24,687,396

21,782,570

368,170,289

337,178,965

% of Net sales

59.3

60.9

52.5

50.2

38.8

42.8

54.4

55.1

MSD&A (1)

(105,512,857)

(97,195,786)

(107,666,627)

(88,697,801)

(18,516,311)

(15,591,794)

(231,695,795)

(201,485,381)

% of Net sales

32.9

31.1

36.9

35.7

29.1

30.6

34.2

32.9

Other operating income (expenses)

358,389

678,693

(213,583)

1,041,356

1,601,331

192,244

1,746,137

1,912,293

Operating result before Exceptional Items (EI)

85,101,849

94,082,990

45,346,366

37,139,867

7,772,416

6,383,020

138,220,631

137,605,877

Change %

(9.5)

-

22.1

-

21.8

-

0.4

-

% of Net sales

26.5

30.1

15.5

14.9

12.2

12.5

20.4

22.5

Exceptional Items (EI) (2)

-

5,328,789

-

1,235,685

-

307,071

-

6,871,545

Operating result (3)

85,101,849

99,411,779

45,346,366

38,375,552

7,772,416

6,690,091

138,220,631

144,477,422

Change %

(14.4)

-

18.2

-

16.2

-

(4.3)

-

% of Net sales

26.5

31.8

15.5

15.4

12.2

13.1

20.4

23.6

Depreciation and amortization

19,256,773

16,165,010

11,965,428

10,427,300

2,063,116

1,877,002

33,285,317

28,469,312

ORBDA before EI

104,358,622

110,248,000

57,311,794

47,567,167

9,835,532

8,260,022

171,505,948

166,075,189

Change %

(5.3)

-

20.5

-

19.1

-

3.3

-

% of Net sales

32.5

35.2

19.6

19.1

15.5

16.2

25.4

27.1

ORBDA (4)

104,358,622

115,576,789

57,311,794

48,802,852

9,835,532

8,567,093

171,505,948

172,946,734

Change %

(9.7)

-

17.4

-

14.8

-

(0.8)

-

% of Net sales

32.5

36.9

19.6

19.6

15.5

16.8

25.4

28.2

 

 

 

 

 

 

 

 

 

 

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

 

 

F-45

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

e)     Information as per Río de la Plata operating segment for the years ended as of December 31, 2013 and 2012:

 

 

Argentina

Uruguay

Business Segment Rio de la Plata

2013

2012

2013

2012

2013

2012

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

264,093,845

246,140,112

9,936,020

2,830,325

274,029,865

248,970,437

Other income

7,405,658

4,777,057

-

-

7,405,658

4,777,057

Sales revenue between segments

999,777

78,860

-

-

999,777

78,860

Net sales

272,499,280

250,996,029

9,936,020

2,830,325

282,435,300

253,826,354

Change %

8.6

-

251.1

-

11

-

Cost of sales

(105,082,191)

(97,711,455)

(8,182,599)

(2,321,357)

(113,264,790)

(100,032,812)

% of Net sales

38.6

38.9

82.4

82.0

40

39.4

Gross margin

167,417,089

153,284,574

1,753,421

508,968

169,170,510

153,793,542

% of Net sales

61.4

61.1

17.6

18.0

60

60.6

MSD&A (1)

(140,066,362)

(125,399,631)

(2,905,640)

(649,335)

(142,972,002)

(126,048,966)

% of Net sales

51.4

50.0

29.2

22.9

51

49.7

Other operating income (expenses)

1,060,659

296,946

(22,592)

15,641

1,038,067

312,587

Operating result before Exceptional Items (EI)

28,411,386

28,181,889

(1,174,811)

(124,726)

27,236,575

28,057,163

Change %

0.8

-

841.9

-

(3)

-

% of Net sales

10.4

11.2

(11.8)

(4.4)

10

11.1

Exceptional Items (EI) (2)

(502,404)

-

(40,707)

-

(543,111)

-

Operating result (3)

27,908,982

28,181,889

(1,215,518)

(124,726)

26,693,464

28,057,163

Change %

(1.0)

-

874.6

-

(5)

-

% of Net sales

10.2

11.2

(12.2)

(4.4)

9

11.1

Depreciation and amortization

9,618,537

6,939,340

338,516

83,340

9,957,053

7,022,680

ORBDA before EI

38,029,923

35,121,229

(836,295)

(41,386)

37,193,628

35,079,843

Change %

8.3

-

1,920.7

-

6

-

% of Net sales

14.0

14.0

(8.4)

(1.5)

13

13.8

ORBDA (4)

37,527,519

35,121,229

(877,003)

(41,386)

36,650,516

35,079,843

Change %

6.9

-

2,019.1

-

4

-

% of Net sales

13.8

14.0

(8.8)

(1.5)

13

13.8

 

 

 

 

 

 

 

 

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

 

f)      Information as per Río de la Plata operating segment for the year ended as of December 31, 2012 and 2011:

 

 

Argentina

Uruguay

Business Segment Rio de la Plata

2012

2011

2012

2011

2012

2011

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Sales revenue external customers

246,140,112

216,194,072

2,830,325

-

248,970,437

216,194,072

Other income

4,777,057

4,488,308

-

-

4,777,057

4,488,308

Sales revenue between segments

78,860

220,708

-

-

78,860

220,708

Net sales

250,996,029

220,903,088

2,830,325

-

253,826,354

220,903,088

Change %

13.6

-

-

-

14.9

-

Cost of sales

(97,711,455)

(91,236,912)

(2,321,357)

-

(100,032,812)

(91,236,912)

% of Net sales

38.9

41.3

82.0

-

39.4

41.3

Gross margin

153,284,574

129,666,176

508,968

-

153,793,542

129,666,176

% of Net sales

61.1

58.7

18.0

-

60.6

58.7

MSD&A (1)

(125,399,631)

(100,412,990)

(649,335)

-

(126,048,966)

(100,412,990)

% of Net sales

50.0

45.5

22.9

-

49.7

45.5

Other operating income (expenses)

296,946

(52,044)

15,641

-

312,587

(52,044)

Operating result before Exceptional Items (EI)

28,181,889

29,201,142

(124,726)

-

28,057,163

29,201,142

Change %

(3.5)

-

-

-

(3.9)

-

% of Net sales

11.2

13.2

(4.4)

-

11.1

13.2

Exceptional Items (EI) (2)

-

(384,107)

-

-

-

(384,107)

Operating result (3)

28,181,889

28,817,035

(124,726)

-

28,057,163

28,817,035

Change %

(2.2)

-

-

-

(2.6)

-

% of Net sales

11.2

13.0

(4.4)

-

11.1

13.0

Depreciation and amortization

6,939,340

5,897,854

83,340

-

7,022,680

5,897,854

ORBDA before EI

35,121,229

35,098,996

(41,386)

-

35,079,843

35,098,996

Change %

0.1

-

-

-

(0.1)

-

% of Net sales

14.0

15.9

(1.5)

-

13.8

15.9

ORBDA (4)

35,121,229

34,714,889

(41,386)

-

35,079,843

34,714,889

Change %

1.2

-

-

-

1.1

-

% of Net sales

14.0

15.7

(1.5)

-

13.8

15.7

 

 

 

 

 

 

 

 

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

 

 

F-46

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Sales information by geographic location

 

Net sales per geographical location

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Chile

907,947,965

813,918,521

739,131,946

Argentina

279,342,525

258,941,048

230,418,725

Uruguay

9,936,020

2,830,325

-

Total

1,197,226,510

1,075,689,894

969,550,671

 

See distribution of domestic and exports revenues in Note 9

 

Depreciation and amortization as per reportable and operating segments

 

Property, plant and equipment depreciation and amortization of software

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Business Segment Chile

37,534,253

33,285,317

28,469,312

Beer Chile

20,179,827

19,256,773

16,165,010

Non-alcoholic

15,272,383

11,965,428

10,427,300

Spirits

2,082,043

2,063,116

1,877,002

 

 

   

Business Segment Río de la Plata

9,957,053

7,022,680

5,897,854

CCU Argentina

9,618,537

6,939,340

5,897,854

Uruguay

338,516

83,340

-

 

 

   

Business Segment Wines

7,238,886

6,566,207

6,418,774

Wines

7,238,886

6,566,207

6,418,774

 

 

   

Others

9,516,304

7,885,916

6,996,063

Others (1)

9,516,304

7,885,916

6,996,063

Total

64,246,496

54,760,120

47,782,003

 

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

 

 

F-47

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Capital expenditures as per reportable and operating segments

 

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

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Business Segment Chile

70,441,360

52,724,178

39,293,356

Beer Chile

41,215,109

23,220,813

23,504,694

Non-alcoholic

26,850,507

27,659,048

14,758,599

Spirits

2,375,744

1,844,317

1,030,063

 

 

   

Business Segment Río de la Plata

29,779,226

26,945,555

13,994,020

CCU Argentina

29,276,105

26,945,555

13,994,020

Uruguay

503,121

-

-

 

 

   

Business Segment Wines

4,839,881

9,137,730

8,309,162

Wines

4,839,881

9,137,730

8,309,162

 

 

   

Others

19,498,562

28,838,059

16,250,389

Others (1)

19,498,562

28,838,059

16,250,389

Total

124,559,029

117,645,522

77,846,927

 

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

 

Assets as per reportable and operating segments

 

Assets per segment

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Business Segment Chile

560,654,096

509,042,500

Beer Chile

249,023,527

243,325,487

Non-alcoholic

238,108,247

197,885,103

Spirits

73,522,322

67,831,910

 

 

 

Business Segment Rio de la Plata

199,389,168

212,223,910

CCU Argentina

182,245,341

197,683,498

Uruguay

17,143,827

14,540,412

 

 

 

Business Segment Wines

277,730,436

270,696,952

Wines

277,730,436

270,696,952

 

 

 

Others

689,946,555

336,746,449

Others (1)

689,946,555

336,746,449

Total

1,727,720,255

1,328,709,811

 

(1)   Other includes goodwill and the assets 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, 2013 

 

 

Assets per geographic location

 

Assets per geographical location

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Chile

1,514,645,406

1,102,342,723

Argentina

195,931,022

211,826,776

Uruguay

17,143,827

14,540,312

Total

1,727,720,255

1,328,709,811

 

 

F-49

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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.

2013

2012

2011

ThCh$

ThCh$

ThCh$

Sales revenue external customers

 

1,172,047,393

1,059,477,220

951,105,074

Other income

 

25,179,117

16,212,674

18,445,597

Net sales

9

1,197,226,510

1,075,689,894

969,550,671

Change %

 

11.3

10.9

-

Cost of sales

 

(536,696,634)

(493,087,247)

(447,861,535)

% of Net sales

 

44.8

45.8

46.2

Gross margin

 

660,529,876

582,602,647

521,689,136

% of Net sales

 

55.2

54.2

53.8

MSD&A (1)

 

(473,523,545)

(405,242,765)

(349,007,370)

% of Net sales

 

39.6

37.7

36.0

Other operating income (expenses)

 

4,248,832

3,828,329

7,230,414

Operating result before Exceptional Items (EI)

 

191,255,163

181,188,211

179,912,180

Change %

 

5.6

0.7

-

% of Net sales

 

16.0

16.8

18.6

Exceptional Items (EI) (2)

 

(2,989,329)

-

12,905,374

Operating result (3) (5)

 

188,265,834

181,188,211

192,817,554

Change %

 

3.9

(6.0)

-

% of Net sales

 

15.7

16.8

19.9

Net financial expense

11

(15,830,056)

(9,362,207)

(7,324,356)

Equity and income of joint venture

19

308,762

(177,107)

(698,253)

Foreign currency exchange differences

11

(4,292,119)

(1,002,839)

(1,078,604)

Results as per adjustment units

11

(1,801,765)

(5,057,807)

(6,728,451)

Other gains (losses)

13

958,802

(4,478,021)

3,010,058

Income before taxes

 

167,609,458

161,110,230

179,997,948

Income taxes

26

(34,704,907)

(37,133,330)

(45,195,746)

Net income for year

 

132,904,551

123,976,900

134,802,202

Non-controlling interests

32

9,868,543

9,544,167

12,050,607

Net income attributable to equity holders of the parent

 

123,036,008

114,432,733

122,751,595

Depreciation and amortization

 

64,246,496

54,760,120

47,782,003

ORBDA before EI

 

255,501,659

235,948,331

227,694,183

Change %

 

8.3

3.6

-

% of Net sales

 

21.3

21.9

23.5

ORBDA (4)

 

252,512,329

235,948,331

240,599,557

Change %

 

7.0

(1.9)

-

% of Net sales

 

21.1

21.9

24.8

 

 

 

 

 

 

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, 2013 

 

 

(5) The following is a reconciliation of our gains (losses) from operational activities, the most directly comparable IFRS measure to Operating Result for the years ended December 31, 2013, 2012 and 2011:

 

 

For the years ended December 31.

2013

2012

2011

ThCh$

ThCh$

ThCh$

Income from operational activities

 

189,224,636

176,710,190

195,827,611

Add (Subtract):

 

 

 

 

Results derivative contracts

 

(2,390,493)

4,030,484

(2,459,262)

Marketable securities to fair value

 

107,914

(92,469)

227,034

Other

 

1,323,777

540,006

(777,830)

Exceptional Items (EI) (2)

 

2,989,329

-

(12,905,374)

Operating result before EI

 

191,255,163

181,188,211

179,912,179

Exceptional Items (EI) (2)

 

(2,989,329)

-

12,905,374

Operating result (3)

 

188,265,834

181,188,211

192,817,553

 

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

 

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: 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 each entity 100% of each in summary form are as follows:

 

 

As of December 31, 2013

As of December 31, 2012

Al 31 de diciembre de 2011

Viña Valles de Chile S.A. (1)

Cervecería Austral S.A.

Foods S.A.

Viña Valles de Chile S.A. (1)

Cervecería Austral S.A.

Foods S.A.

Viña Valles de Chile S.A. (1)

Cervecería Austral S.A.

Foods S.A.

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Net sales

-

7,949,500

23,312,230

-

6,633,014

20,529,548

5,249,831

6,742,979

18,963,856

Operating result

-

506,859

(268,040)

-

91,569

(413,580)

(1,611,372)

319,065

301,086

Net income for year

-

446,348

174,201

-

95,114

(449,925)

(1,251,395)

260,699

(381,620)

Capital expenditures

-

39,967

811,079

-

703,445

1,009,462

281,811

694,159

1,530,179

Depreciation and amortization

-

(366,308)

(1,050,432)

-

(358,850)

(922,112)

(625,161)

(312,912)

(659,743)

Current assets

-

3,491,797

10,118,422

-

3,159,893

8,364,951

-

3,010,585

7,912,917

Non-current assets

-

4,302,124

28,109,818

-

4,270,639

27,321,395

-

3,864,213

27,263,481

Current liabilities

-

1,588,759

11,796,719

-

1,582,482

9,709,334

-

1,120,721

9,109,055

Non-current liabilities

-

277,527

1,007,569

-

231,159

727,260

-

205,455

367,666

 

 

 

 

 

 

 

 

 

 

 

(1) See  Note 19

 

 

 

 

F-51

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, Compañía Industrial Cervecera S.A. (CICSA) made an additional purchase of shares of 14.272% of Doña Aída S.A. and 14.2667% of Don Enrique Pedro S.A. 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). 

 

During November 2013, CICSA increases its participation in Saenz Briones & Cía. S.A.I.C. from 0.4377% to 67.2095% due to debt capitalization.

 

b)   Marzurel S.A., Milotur S.A. and Coralina S.A. and Los Huemules S.R.L.

 

Year 2012 Acquisitions

 

b.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.

 

         At December, 31 2012, the total amount of this transaction was ThCh$ 10,512,588 and was recorded under Other non-financial assets, due to the Company was in the process of assessing the fair values of this acquisition and the estimated impact of this process was not considered significant to the financial statement as of that date (See Note 18)

 

b.2)  On September 27, 2012, the Company, through the subsidiary Cervecera Kunstmann S.A., acquired 49% of rights of Los Huemules S.R.L. for ThCh$ 271,843. Los Huemules S.R.L. is an Argentinian company that specializes in gastronomic services.

 

 

c)   Manantial S.A.

 

Year 2012 Acquisitions

 

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 home and offices through the use of dispensers, business that is known internationally as HOD (Home and Office Delivery).

 

At December, 31 2012, the total amount of this transaction was ThCh$ 9,416,524 and was recorded under Other non-financial assets (Note 18)

 

 

F-52

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Year 2013 Acquisitions

 

On June 7, 2013, the Company proceeded to pay outstanding balance of ThCh$ 1,781,909 related to the acquisition of Manantial S.A.

 

For the acquisition of the Uruguayan, Argentine and Chilean companies, the Company have been determined the fair values of the assets, liabilities and contingent liabilities, generating goodwill for an amount of ThCh$ 14,616,297, among others (Note 21). 

 

 

d)   Bebidas del Paraguay S.A. y Distribuidora del Paraguay S.A.

 

Year 2013 Acquisitions

 

During December 2013, the Company acquired 50.005% and 49.995% of the stock of Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., respectively. This transaction allows the Company, participates in the beer distribution business, and production and marketing of non-alcoholic drinks, waters and nectars. The total amount of this transaction was ThCh$ 11,254,656 and was recorded under Other non-financial assets (Note 18)

 

At the date of issuance of these consolidated financial statements the Company is in the process of assessing the fair values of acquisitions above mentioned.

 

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-53

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 9 Net Sales

 

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

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Domestic sales

1,102,834,492

980,795,179

877,824,070

Exports sales

94,392,018

94,894,715

91,726,601

Total

1,197,226,510

1,075,689,894

969,550,671

 

 

Note 10 Nature of cost and expense

 

Operational cost and expense grouped by natural classification are as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Raw material cost

382,645,778

361,570,855

327,626,307

Materials and maintenance expense

32,596,344

27,740,998

25,709,929

Personal expense (1)

155,010,442

128,161,486

114,803,745

Transportation and distribution

184,417,248

154,488,838

123,422,050

Advertising and promotion expense

85,063,591

75,977,235

70,028,455

Lease expense

12,201,288

10,985,054

8,345,266

Energy expense

25,398,656

27,713,998

25,932,251

Depreciation and amortization

64,246,496

54,760,120

47,782,003

Other expenses

72,889,696

58,687,671

54,395,399

Total

1,014,469,539

900,086,255

798,045,405

 

(1)   See Note 31 Employee benefits.

 

 

 

F-54

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 11 Financial results

 

The financial income composition for the year ended as of December 31, 2013, 2012 and 2011, is as follows:

 

 

For the years ended as of December 31,

Financial Results

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Financial income

8,254,170

7,692,672

7,086,555

Financial cost

(24,084,226)

(17,054,879)

(14,410,911)

Foreign currency exchange differences

(4,292,119)

(1,002,839)

(1,078,604)

Result as per adjustment units

(1,801,765)

(5,057,807)

(6,728,451)

Total

(21,923,940)

(15,422,853)

(15,131,411)

 

Note 12 Other income by function

 

The detail of other income by function is as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Sales of fixed assets

2,381,160

2,525,648

2,922,746

Lease expense

318,830

409,325

598,189

Others

2,808,873

2,649,599

4,501,871

Earthquake insurance compensation (1)

-

-

13,289,481

Total

5,508,863

5,584,572

21,312,287

 

(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.

 

        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-55

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 13 Other Gain and Loss

 

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

 

Other gain and (loss)

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Results derivative contracts

2,390,493

(4,030,484)

2,459,262

Marketable securities to fair value

(107,914)

92,469

(227,034)

Other

(1,323,777)

(540,006)

777,830

Total

958,802

(4,478,021)

3,010,058

 

 

Note 14  Cash and cash equivalents

                                                                            

Cash and cash equivalent balances were as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Cash

16,242

11,015

136,754

Overnight deposits

883,299

1,119,358

308,625

Bank balances

29,614,669

44,411,396

22,955,522

Time deposits

282,628,752

9,454,130

100,723,260

Investments in mutual funds

503,838

-

104,926

Securities purchased under resale agreements

95,206,467

47,341,376

53,836,671

Total

408,853,267

102,337,275

178,065,758

 

The currency composition of cash and cash equivalents at December 31, 2013, is as follows:

 

 

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Others

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Cash

6,446

-

42

-

1,217

8,537

-

16,242

Overnight deposits

-

-

883,299

-

-

-

-

883,299

Bank balances

24,559,899

-

695,292

1,718,676

1,730,671

545,378

364,753

29,614,669

Time deposits

282,628,752

-

-

-

-

-

-

282,628,752

Investments in mutual funds

503,838

-

-

-

-

-

-

503,838

Securities purchased under resale agreements

95,206,467

-

-

-

-

-

-

95,206,467

Total

402,905,402

-

1,578,633

1,718,676

1,731,888

553,915

364,753

408,853,267

 

 

 

F-56

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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

 

 

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Others

Total

 

ThCh$

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

 

 

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

 

 

Chilean Peso

Unidad de Fomento

US Dollar

Euro

Argentine Peso

Uruguayan Peso

Others

Total

 

ThCh$

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 total accumulated cash flows paid in business combinations are as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Total paid for business acquisitions:

 

 

 

Amount paid by changes in the ownership shares in subsidiaries (1)

(5,627,425)

(12,521,899)

-

Amount paid in cash and cash equivalent for business acquisitions (2)

(14,566,278)

(19,521,964)

(3,257,272)

Other cash payments to acquire interests in joint ventures(3)

-

-

(2,456,489)

Total

(20,193,703)

(32,043,863)

(5,713,761)

 

(1)   Corresponds to additionally percentage of acquisition in VSPT (Note 1) in 2013 and 2012.

(2)   Corresponds to the purchase of Bebidas del Paraguay S.A., Distribuidora del Paraguay S.A. and a pay of outstanding balance related to the acquisition in Manantial S.A. and Compañía Pisquera Bauzá S.A. in 2013; Marzurel S.A, Milotur S.A. and Coralina S.A., Manantial in 2012 and Doña Aída S.A. and Don Enrique Pedro S.A. in 2011.

(3)   Corresponds to acquisitions of 49% of Compañía Pisquera Bauzá S.A.

 

 

F-57

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 15 Accounts receivables – Trade and other receivables

 

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

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Accounts receivables

 

 

Beer Chile

35,973,230

34,240,155

Non-alcoholic

34,125,732

27,386,073

Spirits

13,566,079

13,050,238

Total Chile reportable segment

83,665,041

74,676,466

CCU Argentina

35,932,691

43,837,015

Uruguay

4,058,840

-

Total Río de la Plata reportable segment

39,991,531

43,837,015

Wines

38,645,382

37,944,826

Total Wines reportable segment

38,645,382

37,944,826

Others (1)

39,682,847

38,353,266

Total Others reportable segment

39,682,847

38,353,266

Others accounts receivables

15,314,439

15,396,835

Impairment loss estimate

(5,795,193)

(5,637,538)

Total

211,504,047

204,570,870

 

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

                                                                                                                               

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

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Chilean Peso

137,392,333

128,498,015

Argentine Peso

37,420,770

46,422,310

US Dollar

23,341,142

20,142,827

Euro

7,263,490

6,973,740

Unidad de Fomento

45,225

103,408

Uruguayan Pesos

3,856,106

-

Others currencies

2,184,981

2,430,570

Total

211,504,047

204,570,870

 

F-58

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The detail of the accounts receivable maturities as of December 31, 2013, is as follows:

 

 

Total

Current balance

Overdue balances

0 a 3 months

3 a 6 months

6 a 12 months

More than 12 months

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

Accounts receivables

 

 

 

 

 

 

Beer Chile

35,973,230

32,472,687

2,488,512

168,643

307,389

535,999

Non-alcoholic

34,125,732

29,757,319

3,034,726

212,962

382,360

738,365

Spirits

13,566,079

12,531,580

796,222

65,002

56,639

116,636

Total Chile reportable segment

83,665,041

74,761,586

6,319,460

446,607

746,388

1,391,000

CCU Argentina

35,932,691

30,649,916

3,616,652

890,264

7,395

768,464

Uruguay

4,058,840

3,254,874

493,813

85,055

141,391

83,707

Total Río de la Plata reportable segment

39,991,531

33,904,790

4,110,465

975,319

148,786

852,171

Wines

38,645,382

33,201,043

4,134,689

814,425

288,308

206,917

Total Wines reportable segment

38,645,382

33,201,043

4,134,689

814,425

288,308

206,917

Others (1)

39,682,847

34,783,229

2,665,321

631,147

268,940

1,334,210

Total Others reportable segment

39,682,847

34,783,229

2,665,321

631,147

268,940

1,334,210

Others accounts receivables

15,314,439

14,787,403

416,358

110,678

-

-

Sub Total

217,299,240

191,438,051

17,646,293

2,978,176

1,452,422

3,784,298

Impairment loss estimate

(5,795,193)

-

(293,402)

(736,915)

(1,247,743)

(3,517,133)

Total

211,504,047

191,438,051

17,352,891

2,241,261

204,679

267,165

 

(1)   Primarly 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, 2012, is as follows:

 

 

Total

Current balance

Overdue balances

 

0 a 3 months

3 a 6 months

6 a 12 months

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

Non-alcoholic

27,386,073

24,680,075

1,282,518

543,269

285,845

594,366

Spirits

13,050,238

11,698,262

1,079,484

54,392

55,135

162,965

Total Chile reportable segment

74,676,466

68,139,662

3,923,734

898,605

707,165

1,007,300

CCU Argentina

43,837,015

36,994,466

5,833,134

304,199

529,073

176,143

Total Río de la Plata reportable segment

43,837,015

36,994,466

5,833,134

304,199

529,073

176,143

Wines

37,944,826

32,384,595

4,347,028

804,473

205,511

203,219

Total Wines reportable segment

37,944,826

32,384,595

4,347,028

804,473

205,511

203,219

Others (1)

38,353,266

31,351,626

4,884,814

623,745

226,507

1,266,574

Total Others reportable segment

38,353,266

31,351,626

4,884,814

623,745

226,507

1,266,574

Others accounts receivables

15,396,835

15,396,835

-

-

-

-

Sub Total

210,208,408

184,267,184

18,988,710

2,631,022

1,668,256

2,653,236

Impairment loss estimate

(5,637,538)

-

(761,880)

(966,986)

(1,306,619)

(2,602,053)

Total

204,570,870

184,267,184

18,226,830

1,664,036

361,637

51,183

 

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

 

F-59

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The Company markets its products through retail, wholesale clients, chains and supermarkets. As of December 31, 2013, the accounts receivable from the three most important supermarket chains in Chile and Argentina represent 31% (29% in 2012) 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.

 

Regarding amounts aged more than 6 months and for which no allowances have been constituted, they correspond mainly to amounts already covered by the credit insurance policies. In addition, there are amounts overdue within ranges for which, in accordance with current policies are only partially impaired for, based on a case by case analysis.

 

The movement of the impairment losses provision for accounts receivable is as follows:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Balance at the beginning of year

5,637,538

4,715,359

Impairment estimate for accounts receivable

1,018,454

2,012,996

Uncollectible accounts

(720,031)

(883,706)

Effect of translation into presentation currency

(140,768)

(207,111)

Total

5,795,193

5,637,538

 

 

 

F-60

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 instalments of UF 1,124 each. Begining February 28, 2007, and UF 9,995 payment on February 28, 2014.

 

(5)   An agreement of grape supply between the subsidiary Compañía Pisquera de Chile S.A. with Cooperativa Agrícola Control Pisquero de Elqui y Limaría Ltda. These contracts stipulate a 3% annual interest on the capital, with a term of eight years, and annual payments due on May 31, 2018.

 

(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 Fondo de inversion privado Mallorca, related to the acquisition of 49% of the associated Compañía Pisquera Bauzá S.A. pending amount 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.

 

The detail of the accounts receivable and payable from related companies as of December 31, 2013 and 2012, is as follows:

 

F-61

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

Accounts receivable from related companies

 

Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Sales of products

CLP

188,278

177,100

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Royalty collected

CLP

5,194

5,489

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Billed services

CLP

20,253

19,005

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of joint venture

Sales of products

CLP

224,650

674,851

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of joint venture

Leases cranes

CLP

1,481

970

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Sales of products

CLP

187,525

55,664

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Transport service

CLP

1,034,550

863,022

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(2)

Joint venture

Remittance send

CLP

6,335,472

4,929,610

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(2)

Joint venture

Interests

CLP

65,779

91,943

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(2)

Joint venture

Sale service

CLP

227,842

198,925

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Shared service

CLP

135,638

232,508

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(1)

Subsidary shareholders

Purchase advanced

CLP

57,625

753,305

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(1)

Subsidary shareholders

Sales of products

CLP

-

527,822

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(5)

Subsidary shareholders

Supply contract

U.F.

67,637

118,169

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(4)

Subsidary shareholders

Loan

U.F.

259,179

303,864

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Subsidary shareholders

Sales of products

CLP

90,519

125,980

0-E

Heineken Brouwerijen B.V.

Netherland

(3)

Parent company related

Sales of products

USD

33,948

282,841

96,427,000-7

Inversiones y Rentas S.A.

Chile

(1)

Parent company related

Sales of products

CLP

6,046

2,992

97,004,000-5

Banco de Chile

Chile

(1)

Related to controller

Sales of products

CLP

167,704

130,031

79,903,790-4

Soc. Agrícola y Ganadera Río Negro Ltda.

Chile

(1)

Related to controller

Sales of products

CLP

-

62,927

91,021,000-9

Madeco S.A.

Chile

(1)

Related to controller

Sales of products

CLP

3,683

3,177

92,236,000-6

Watt's S.A.

Chile

(1)

Related to joint venture

Services

CLP

18,164

18,164

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to controller

Recaudation for division

CLP

-

33,631

76,178,803-5

Viña Tabalí S.A.

Chile

(1)

Related to controller

Billing services

CLP

6,015

-

90,081,000-8

Compañía Chilena de Fosforo S.A.

Chile

(1)

Subsidary shareholders

Sales of products

CLP

4,805

-

0-E

Bebidas del Paraguay S.A.

Paraguay

(1)

Subsidary

Sales of prodcuts

USD

468,318

-

Total

 

 

 

 

 

 

9,610,305

9,611,990

 

Non Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(5)

Joint venture

Supply contract

U.F.

350,173

414,115

Total

 

 

 

 

 

 

350,173

414,115

 

F-62

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Accounts payable to related companies

 

Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

288,652

696,707

96,919,980-7

Cervecería Austral S.A.

Chile

(1)

Joint venture

Royalty paid

CLP

119,071

36,649

77,755,610-K

Comercial Patagona Ltda.

Chile

(1)

Subsidary of joint venture

Marketing services

CLP

37,171

52,134

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Purchase of products

CLP

574,402

445,799

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Trucker discounts

CLP

42,374

101,532

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

(1)

Joint venture

Consignation sales

CLP

558,880

555,608

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(4)

Subsidary shareholders

Interests

CLP

-

2,556

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(1)

Subsidary shareholders

Purchase of products

CLP

1,089,590

-

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

(1)

Subsidary shareholders

Purchase of products

CLP

6,205

7,660

O-E

Heineken Brouwerijen B.V.

Netherland

(3)

Shareholder of the parent

License and technical assistance

Euros

3,721,131

4,746,235

76,718,803-5

Viña Tabalí S.A.

Chile

(1)

Related to controller

Recaudation for division

CLP

-

180,271

76,718,803-5

Viña Tabalí S.A.

Chile

(1)

Related to controller

Recaudation for customers

CLP

27,116

-

78,105,4607

Alimentos Nutrabien S.A.

Chile

(1)

Parent company related

Purchase of products

CLP

1,502

3,519

87,938,700-0

Agroproductos Bauza y Cía Ltda.

Chile

(1)

Related associate

Purchase of products

CLP

222

557,862

76,029,691-0

Comarca S.A.

Chile

(6)

Related subsidary

Access Fee

U.F.

-

408,575

84,898,000-5

Alusa S.A.

Chile

(1)

Related to controller

Purchase of products

CLP

468,675

195,701

97,004,000-5

Banco de Chile

Chile

(1)

Related to controller

Billing services

CLP

2,528

1,260

76,115,132-0

Canal 13 S.P.A.

Chile

(1)

Related to controller

Adversiting

CLP

278,460

6,659

96,689,310-9

Transbank S.A.

Chile

(1)

Related to controller

Comission of sale

CLP

54

4,902

90,160,000-7

Compañía Sud Americana de Vapores S.A.

Chile

(1)

Related to controller

Purchase of products

CLP

280

7,477

96,908,430-9

Telefónica del Sur Servicios Intermedios S.A.

Chile

(1)

Parent company related

Telephony services

CLP

-

2,259

O-E

Amstel Brouwerijen BV

Netherland

(3)

Shareholder of the parent

License and technical assistance

Euros

69,660

-

99,505,690-9

Blue Two Chile S.A.

Chile

(1)

Parent company related

Telephony services

CLP

91

180

Total

 

 

 

 

 

 

7,286,064

8,013,545

 

Non Current:

 

Tax ID

Company

Country of origin

Ref.

Relationship

Transaction

Currency

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

(4)

Subsidary shareholders

Purchase of products

CLP

-

6,521

76,029,691-0

Comarca S.A.

Chile

(6)

Related subsidary

Access Fee

U.F.

-

881,637

76,173,468-7

Fondo de Inversión Privado Mallorca

Chile

(7)

Related subsidary

Remaining amount of shares

U.F.

-

1,503,652

0-E

Bebidas del Paraguay S.A.

Paraguay

(3)

Subsidary

Distribution

USD

377,020

-

Total

 

 

 

 

 

 

377,020

2,391,810

 

F-63

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 Consolidated Statement of Income:

 

Tax ID

Company

Country of origin

Relationship

Transaction

For the years ended as of December 31,

2013

2012

2011

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

Heineken Brouwerijen B.V.

Netherland

Parent company related

Billed services

58,343

(58,343)

53,538

(53,538)

55,993

(55,993)

0-E

Heineken Brouwerijen B.V.

Netherland

Parent company related

Purchase of products

225,145

-

191,321

-

-

-

0-E

Heineken Brouwerijen B.V.

Netherland

Parent company related

Sales of products

244,804

93,026

917,456

345,633

1,206,474

458,460

0-E

Heineken Brouwerijen B.V.

Netherland

Parent company related

Licenses and technical assistance

6,990,715

(6,990,715)

7,733,364

(7,733,364)

2,042,868

(2,042,868)

0-E

Heineken Italia Spa

Italy

Parent company related

Adversiting

-

-

-

-

16,689

16,689

0-E

Heineken Italia Spa

Italy

Parent company related

Purchase of products

40,025

-

38,978

-

90,266

-

0-E

Amstel Brouwerijen BV

Netherland

Parent company related

Licenses and technical assistance

69,660

(69,660)

-

-

-

-

0-E

Nestle Waters Argentina S.A.

Argentina

Subsidary shareholders

Licenses and technical assinstance

1,350

(1,350)

45,564

(45,564)

30,497

(30,497)

0-E

Nestle Waters S.A.

Italy

Subsidary shareholders

Royalty paid

155,839

(155,839)

135,930

(135,930)

67,137

(67,137)

90,703,000-8

Nestle Chile S.A.

Chile

Subsidary shareholders

Dividends paid

2,442,310

-

3,253,214

-

2,829,774

-

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

Subsidary shareholders

Sales of products

265,054

212,043

201,828

161,462

216,971

161,919

77,051,330-8

Cervecería Kunstmann Ltda.

Chile

Subsidary shareholders

Billed services

174,871

174,871

39,793

39,793

83,672

83,672

79,985,340-K

Cervecera Valdivia S.A.

Chile

Subsidary shareholders

Dividend paid

523,063

-

449,557

-

384,960

-

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidary of joint venture

Marketing services

208,191

(208,191)

182,773

(182,773)

147,493

(147,493)

77,755,610-K

Comercial Patagona Ltda.

Chile

Subsidary of joint venture

Sales of products

1,998,700

819,468

1,310,486

537,299

1,338,141

548,638

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Subsidary shareholders

Loan

26,200

8,092

13,180

2,165

23,684

9,056

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Subsidary shareholders

Supply contract

67,784

12,456

34,169

5,614

-

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Subsidary shareholders

Purchase grape

8,251,401

-

5,521,250

-

4,922,212

-

81,805,700-8

Cooperativa Agrícola Control Pisquero de Elqui y Limari Ltda.

Chile

Subsidary shareholders

Dividens paid

774,087

-

772,631

-

740,121

-

90,081,000-8

Compañía Chilena de Fosforo S.A.

Chile

Subsidary shareholders

Dividens paid

1,134,431

-

1,998,104

-

3,000,006

-

96,427,000-7

Inversiones y Rentas S.A.

Chile

Parent company related

DIvidend paid

35,285,513

-

37,850,647

-

34,134,370

-

96,427,000-7

Inversiones y Rentas S.A.

Chile

Parent company related

Office rental

10,174

10,174

9,984

9,984

9,624

9,624

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Sales of products

293,194

117,278

251,203

123,089

235,539

223,762

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty paid

340,706

(340,706)

258,836

(258,836)

216,856

(216,856)

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Royalty collected

47,265

47,265

47,436

47,436

192,628

192,628

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Purchase of products

2,703,252

-

2,171,939

-

2,293,195

-

96,919,980-7

Cervecería Austral S.A.

Chile

Joint venture

Billed services

205,076

205,076

189,029

189,029

-

-

97,004,000-5

Banco de Chile

Chile

Related the controller

Transport of securities

72,005

(72,005)

36,235

(36,235)

119,388

(119,388)

97,004,000-5

Banco de Chile

Chile

Related the controller

Sales of products

30,865

10,803

36,495

12,773

37,984

15,574

97,004,000-5

Banco de Chile

Chile

Related the controller

Derivatives

9,358,500

3,158

13,524,375

(42,668)

35,101,844

(87,148)

97,004,000-5

Banco de Chile

Chile

Related the controller

Investmentes

111,695,000

366,198

52,990,501

394,676

143,679,043

935,070

97,004,000-5

Banco de Chile

Chile

Related the controller

Interests

258,196

(258,196)

264,723

(264,723)

-

-

97,004,000-5

Banco de Chile

Chile

Related the controller

Leasing paid

140,033

(24,680)

355,095

(36,027)

343,386

(49,424)

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint venture at dec 2011

Billing services

-

-

-

-

157,332

-

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint venture at dec 2011

Sales of products

-

-

-

-

21,935

21,935

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint venture at dec 2011

Purchase of products

-

-

-

-

89,744

13,862

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint venture at dec 2011

Remittance paids

-

-

-

-

5,241,975

-

99,531,920-9

Viña Valles de Chile S.A.

Chile

Joint venture at dec 2011

Remittance received

-

-

-

-

2,722,942

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Interests

334,899

334,899

359,433

359,433

344,180

344,180

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Remittance paids

22,938,115

-

20,993,817

-

17,956,780

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Remittance received

24,353,351

-

20,846,549

-

19,770,757

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Billed services

4,901,800

4,901,800

3,734,008

3,734,008

3,227,744

3,227,744

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Purchase of products

345,267

(345,267)

276,500

(276,500)

68,058

(68,058)

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Consignation sales

13,523,940

-

12,178,770

-

10,302,926

-

99,542,980-2

Foods Compañía de Alimentos CCU.S.A.

Chile

Joint venture

Sales of products

16,926

12,981

15,729

7,325

822

376

84,898,000-5

Alusa S.A.

Chile

Related the controller

Purchase of products

1,427,550

-

1,225,555

-

757,722

-

76,115,132-0

Canal 13 S.P.A.

Chile

Related the controller

Adversiting

4,397,642

(2,078,401)

3,980,772

(2,367,794)

3,004,581

(2,765,844)

96,657,690-7

Inversiones Punta Brava S.A.

Chile

Parent company related

Pay services

-

-

-

-

8,491

(8,491)

99,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Parent company related

Investments

205,902,500

368,684

278,110,000

440,160

11,880,000

19,486

99,571,220-8

Banchile Corredores de Bolsa S.A.

Chile

Parent company related

Comissions

337,628

(337,628)

-

-

-

-

79,903,790-4

Soc. Agrícola y Ganadera Río Negro Ltda.

Chile

Related the controller

Purchase of products

162,772

-

1,427

-

-

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related the controller

Recaudation for division

-

-

243,728

-

1,753,549

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related the controller

Recaudation for division

-

-

-

-

1,127,054

-

76,178,803-5

Viña Tabalí S.A.

Chile

Related the controller

Billed Services

47,440

47,440

94,644

94,644

83,878

83,878

76,029,691-0

Comarca S.A.

Chile

Related subsidary

Access fees

1,313,475

-

409,460

-

-

-

2,011,044-9

Lorenzo Bauza Alvarez

Chile

Related subsidary

Purchase of shares

-

-

-

-

15,421

-

76,024,758-8

Inversiones y Asesorías Monterroso Ltda.

Chile

Related subsidary

Purchase of shares

-

-

-

-

2,966

-

76,024,756-1

Inversiones y Asesorías El Salto Ltda.

Chile

Related subsidary

Purchase of shares

-

-

-

-

2,966

-

76,024,774-K

Inversiones y Asesorías La Abadesa Ltda.

Chile

Related subsidary

Purchase of shares

-

-

-

-

2,966

-

76,023,031-6

Inversiones y Asesorías Buena Esperanza Ltda.

Chile

Related subsidary

Purchase of shares

-

-

-

-

2,966

-

76,024,767-7

Inversiones y Asesorías Capital y Rentas Ltda.

Chile

Related subsidary

Purchase of shares

-

-

-

-

2,966

-

76,173,468-7

Fondo de Inversión Privado Mallorca

Chile

Related subsidary

Dividends paid

60,053

-

-

-

-

-

76,173,468-7

Fondo de Inversión Privado Mallorca

Chile

Related subsidary

Remaining amount of shares

1,529,715

-

-

-

1,437,410

-

 

 

 

 

 

 

 

 

 

 

 

 

 

F-64

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Remuneration of the Management key employees

 

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

 

The Board was appointed at the Ordinary Shareholders´ Meeting held on April 10, 2013, being elected Messrs. Andrónico Luksic Craig, Pablo Granifo Lavín, Carlos Molina Solís, John Nicolson, Manuel José Noguera Eyzaguirre, Philippe Pasquet, Francisco Pérez Mackenna, Jorge Luis Ramos Santos and Vittorio Corbo Lioi, who is independent, according to article 50 bis of Law Nº 18,046. The Chairman and the Vice Chairman, as well as the members of the Audit Committee were designated at the Board of Directors´ meeting held on April 10, 2013. In the same meeting, and according to article 50 bis of Law N° 18,046, the independent Director Mr. Vittorio Corbo Lioi appointed the other members of the Directors Committee, which is comprised of Directors Messrs. Pérez, Pasquet and Corbo.  Additionally, Messrs. Corbo and Pasquet were designated as members of the Audit Committee, both meeting the independence criteria under the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange Rules. The Board of Directors also resolved that Directors Messrs. Pérez and Ramos shall participate in the Audit Committee´s meetings as observers.

 

As agreed to at the Ordinary Shareholders´ Meeting referred to above, the Directors’ remuneration consists of a per diem for their attendance at each meeting of UF 100 per Director, and UF 200 for the Chairman, plus an amount equivalent to 3% of the distributed dividends, for the whole Board, at a rate of one-ninth for each Director and in proportion to the time each one served as such during the year 2013. If the distributed dividends exceed 50% of the net profits, the Board of Directors’ share shall be calculated over a maximum 50% of such profits.

 

Those Directors that are members of the Directors Committee receive a remuneration per diem of UF 34 for each meeting they attend, plus the amount that, as the percentage of the dividends, is required to complete one third of the total remuneration a Director is entitled to, pursuant to article 50 bis of Law Nº 18,046 and Circular Letter N° 1956 of the SVS. On the other hand, Directors that are members of the Business Committee receive a remuneration per diem of UF 17, for each meeting they attend.  Directors that are members of the Audit Committee receive a monthly remuneration of UF 25.

 

According to the above, as of December 31, 2013, the Directors received ThCh$ 2,461,403 (ThCh$ 2,533,225 in 2012) in per diems and shares. In addition, ThCh$ 109.981 (ThCh$ 114,529 in 2012) were paid in compensation for gains sharing to the main executives of the Parent Company.

 

The following is the total remuneration received by the top officers of the Parent Company during the years ended as of December 31, 2013 and 2012:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Salaries

5,464,562

4,964,004

Employees’ short-term benefits

2,198,595

1,774,650

Employments termination benefits

129,229

223,734

Total

7,792,386

6,962,388

 

The Company grants annual discretionary and variable bonuses, to the top officers, which are not subject to an agreement and are decided on the basis of the compliance with individual and corporate goals and depending on the year results.  

 

 

 

F-65

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 17 Inventories

 

The inventory balances were as follows:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Finished products

39,817,511

41,370,659

In process products

4,416,816

1,554,265

Agricultural exploitation

6,130,652

6,708,096

Raw material

96,107,993

84,933,883

In transit raw material

2,864,938

3,943,443

Materials and products

5,034,630

4,654,938

Realizable net value estimate and obsolescence

(1,286,695)

(1,254,312)

Total

153,085,845

141,910,972

 

The Company wrote off a total of ThCh$ 1,495,381, ThCh$ 1,038,364 and ThCh$ 398,673 relating to inventory shrinkage and obsolescence for the year ended December 31, 2013, 2012 and 2011, respectively.

 

Additionally, an estimate for obsolescence inventories 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, 2013

As of December 31, 2012

As of December 31, 2011

 

ThCh$

ThCh$

ThCh$

Initial balance

(1,254,312)

(1,873,003)

(1,174,334)

Inventories write-down estimation

(1,533,745)

(749,880)

(956,163)

Inventories recognised as an expense

-

-

(304,037)

Business combination effect

276

4,659

-

Inventories recognised as an expense

1,501,086

1,363,912

561,531

Total

(1,286,695)

(1,254,312)

(1,873,003)

 

As of December 31, 2013 and 2012, the Company does not have any inventory pledged as guarantee against financial obligations.

 

 

F-66

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 18   Other non-financial assets

 

The Company maintained the following other non-financial assets:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Insurance paid

2,437,657

2,215,419

Advertising

6,024,985

4,917,892

Advances to suppliers

13,613,214

9,490,281

Guarantees paid

236,244

209,874

Consumables

440,314

415,341

Dividends receivable

64,777

13,806

Recoverable taxes

1,434,219

1,141,762

Cost of subsidiaries acquired (1)

11,254,656

20,019,207

Other

1,270,443

1,192,193

Total

36,776,509

39,615,775

Current

21,495,398

16,376,293

Non current

15,281,111

23,239,482

Total

36,776,509

39,615,775

  

(1) See Note 8

 

 

Note 19 Investments accounted for by the equity method

 

Joint ventures

 

As of December 31, 2013 and 2012, 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, 2013

As of December 31, 2012

ThCh$

ThCh$

Cervecería Austral S.A. (1)

4,851,052

4,701,516

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

12,711,976

12,624,875

Total

17,563,028

17,326,391

 

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, 2013

As of December 31, 2012

ThCh$

ThCh$

Cervecería Austral S.A.

1,894,770

1,894,770

Total

1,894,770

1,894,770

 

 

F-67

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The results accrued in joint ventures are as follows:

 

 

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Cervecería Austral S.A.

221,662

47,856

130,255

Foods Compañía de Alimentos CCU S.A.

87,100

(224,963)

(190,810)

Viña Valles de Chile S.A. (3)

-

-

(637,698)

Total

308,762

(177,107)

(698,253)

 

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

 

 

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Balance at the beginning of year

17,326,391

17,518,920

24,913,262

Business combination effect (1)

-

-

(6,626,514)

Participation in the joint ventures (loss)

308,762

(177,107)

(698,253)

Dividends received

(66,949)

(14,966)

(69,899)

Other changes

(5,176)

(456)

324

Total

17,563,028

17,326,391

17,518,920

 

(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.

 

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

(1) Cervecería Austral S.A.

 

A closed stock company that operates a beer manufacturing facility in the southern end of Chile, being the southernmost brewery in the world.

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

 

A closed stock company devoted to the production and marketing of food products such as like 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, 2011, it is included in the consolidation of these Financial Statements.

 

 

The summarized financial information of these companies as of December 31, 2013 and 2012, appears in detail in Note 7.  

 

The Company does not have any contingent liabilities related to joint ventures and associates as of December 31, 2013.

 

 

F-68

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 20   Intangible Assets (net)

 

The intangible assets movement during the years ended as of December 31, 2012 and 2013 was as follows:

 

 

Trademarks

Software programs

Water rights

Distribution rights

Total

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

As of January 1, 2012

 

 

 

 

 

Historic cost

56,066,010

16,909,883

704,968

519,200

74,200,061

Accumulated amortization

-

(11,806,537)

-

(129,801)

(11,936,338)

Book Value

56,066,010

5,103,346

704,968

389,399

62,263,723

           

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

Amortization

-

(1,313,253)

-

(245,989)

(1,559,242)

Conversion effect

-

32,849

-

-

32,849

Effect of conversion amortization

(2,636,012)

(148,984)

-

-

(2,784,996)

Foreign currency exchange differences

-

-

-

(26,252)

(26,252)

Book Value

53,838,908

5,920,162

886,146

286,822

60,932,038

           

As of December 31, 2012

 

 

 

 

 

Historic cost

53,838,908

19,007,103

886,146

649,620

74,381,777

Accumulated amortization

-

(13,086,941)

-

(362,798)

(13,449,739)

Book Value

53,838,908

5,920,162

886,146

286,822

60,932,038

           

As of December 31, 2013

 

 

 

 

 

Additions

-

2,364,684

-

377,020

2,741,704

Additions by business combination

4,100,212

3,826

39,210

-

4,143,248

Divestitures (cost)

-

(2,083,146)

-

-

(2,083,146)

Divestitures (amortization)

-

2,083,146

-

-

2,083,146

Amortization

-

(1,643,424)

-

(174,696)

(1,818,120)

Effect of conversion amortization

-

47,162

-

497

47,659

Conversion effect

(1,851,072)

(132,765)

-

(29,803)

(2,013,640)

Foreign currency exchange differences

-

-

-

1,042

1,042

Book Value

56,088,048

6,559,645

925,356

460,882

64,033,931

           

As of December 31, 2013

 

 

 

 

 

Historic cost

56,088,048

19,199,598

925,356

1,024,457

77,237,459

Accumulated amortization

-

(12,639,953)

-

(563,575)

(13,203,528)

Book Value

56,088,048

6,559,645

925,356

460,882

64,033,931

 

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

 

F-69

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The detail of the Trademarks appears below:

 

Segment

Cash Generating Unit

As of December 31, 2013

As of December 31, 2012

(CGU)

ThCh$

ThCh$

Chile

Embotelladoras Chilenas Unidas S.A. and subsidaries

19,280,007

18,114,007

 

Compañía Pisquera de Chile S.A.

4,630,114

4,630,114

 

Compañía Cerveceria Kunstmann S.A.

286,518

286,519

 

Subtotal

24,196,639

23,030,640

Río de la Plata

CCU Argentina S.A. and subsidiaries

9,115,987

11,059,196

 

Marzurel S.A., Coralina S.A. and Milotur S.A.

3,028,478

-

 

Subtotal

12,144,465

11,059,196

Wines

Viña San Pedro Tarapacá S.A.

19,746,944

19,749,072

 

Subtotal

19,746,944

19,749,072

Total

 

56,088,048

53,838,908

 

Management has not identified any evidence of impairment of intangible assets. Respect to trademarks with indefinite useful life, used the same methodology which is designated in Note 21

 

Note 21 Goodwill 

 

The goodwill movements during the years ended as of December 31, 2012 and 2013 was as follows:

 

 

Goodwill

 

ThCh$

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

   

As of December 31, 2013

 

Additions by business combintation

14,616,297

Conversion effect

(2,798,819)

Book Value

81,872,847

   

As of December 31, 2013

 

Historic cost

81,872,847

Book Value

81,872,847

 

There are no restrictions or pledges against on goodwill.

 

 

F-70

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Goodwill from investments 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 of the investments assigned to the CGUs inside the Company segments are:

 

Segment

Cash Generating Unit

As of December 31, 2013

As of December 31, 2012

(CGU)

ThCh$

ThCh$

Chile

Embotelladoras Chilenas Unidas S.A.

9,083,766

9,083,766

 

Manantial S.A.

8,879,245

-

 

Compañía Pisquera de Chile S.A.

12,664,795

12,664,795

 

Los Huemules S.R.L.

47,443

-

 

Subtotal

30,675,249

21,748,561

Río de la Plata

CCU Argentina S.A. and subsidiaries

13,107,723

15,906,542

 

Marzurel S.A., Coralina S.A. and Milotur S.A.

5,689,609

-

 

Subtotal

18,797,332

15,906,542

Wines

Viña San Pedro Tarapacá S.A.

32,400,266

32,400,266

 

Subtotal

32,400,266

32,400,266

Total

 

81,872,847

70,055,369

 

Goodwill assigned to the CGU is submitted to impairment tests annually or with a higher frequency in case there are indications that any of the CGU could experience impairment. 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 has used cash flow projections over a 5-year span, based on the budgets and projections reviewed by the Management for the same term. The rates used to discount the projected cash flows reflect the market assessment of the specific risks related to the corresponding CGU. The discount rates used range from a 9.4% to 14.7%. Given the materiality of the amounts involved, it was not considered relevant to describe additional information in this Note. 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-71

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 22 Property, plant and equipment

 

The movement of Property, plant and equipment as of December 31, 2012 and 2013, 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, 2012

 

 

 

 

 

 

 

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

Transfers

49,887,286

30,216,194

21,083,821

10,471,882

(120,193,483)

8,534,300

-

Conversion effect historic cost

(5,810,365)

(7,712,101)

(5,090,326)

(2,008,854)

(270,283)

(313,338)

(21,205,267)

Write off (cost)

(71,137)

(1,107,960)

(32,227,938)

(580,359)

-

(302,267)

(34,289,661)

Write off (depreciation)

48,956

945,234

31,727,772

111,977

-

281,107

33,115,046

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

Others increase (decreased

(64,038)

(160,944)

(198)

-

505,291

(8,449)

271,662

Divestitures (cost)

(53,503)

(60,643)

(60,288,170)

(99,728)

-

(276,675)

(60,778,719)

Divestitures (depreciation)

41,226

78,566

60,297,753

356,927

-

195,404

60,969,876

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

               

As of December 31, 2013

 

 

 

 

 

 

 

Additions

-

-

-

-

126,936,889

-

126,936,889

Additions of historic cost by business combintation

9,508,826

4,705,515

2,596,541

1,240,456

(667,055)

925,057

18,309,340

Additions of acumulated depreciation by business combintation

(343,596)

(1,425,710)

(1,382,700)

(556,672)

-

(504,529)

(4,213,207)

Transfers

31,377,878

33,449,473

27,408,964

10,772,291

(107,022,783)

4,014,177

-

Conversion effect historic cost

(4,639,869)

(6,646,895)

(5,573,110)

(2,063,872)

(1,519,083)

(239,855)

(20,682,684)

Write off (cost)

(305,532)

(2,977,948)

(1,158,045)

(564,261)

-

(543,730)

(5,549,516)

Write off (depreciation)

-

2,962,066

1,154,048

563,071

-

401,674

5,080,859

Depreciation

(11,847,858)

(16,002,734)

(17,651,783)

(6,064,360)

-

(5,680,609)

(57,247,344)

Conversion effect depreciation

582,674

2,969,134

2,051,084

1,267,746

-

211,925

7,082,563

Transfers to Investment Property (cost)

(1,459,953)

-

-

-

-

-

(1,459,953)

Transfers to Investment Property (depreciation)

542,013

-

-

-

-

-

542,013

Others increase (decreased

(41,941)

(123,845)

(6,965)

-

498,237

(21,347)

304,139

Divestitures (cost)

(887,734)

(1,606,975)

(273,849)

(1,186,069)

-

(3,488,317)

(7,442,944)

Divestitures (depreciation)

603,068

1,593,986

213,908

1,179,515

-

3,415,128

7,005,605

Book Value

342,168,795

133,560,658

75,199,512

29,011,822

87,990,691

13,062,943

680,994,421

               

As of December 31, 2013

 

 

 

 

 

 

 

Historic cost

465,714,737

354,953,101

161,171,873

97,514,125

84,020,263

46,778,515

1,210,152,614

Accumulated depreciation

(123,545,942)

(221,392,443)

(85,972,361)

(68,502,303)

3,970,428

(33,715,572)

(529,158,193)

Book Value

342,168,795

133,560,658

75,199,512

29,011,822

87,990,691

13,062,943

680,994,421

 

 

 

F-72

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Land

162,013,374

159,540,967

Total

162,013,374

159,540,967

 

Capitalized interest as of December 31, 2013, amount to ThCh$ 1,190,770 (ThCh$ 109,533 in 2012).

 

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 pledges or restrictions over property, plant and equipment items, except for the land and building under finance lease.

 

Management has not seen any evidence of impairment of Property, plant and equipment in 2013.

 

Assets under finance lease:

 

The book value of land and buildings relates to finance lease agreements for the Parent Company and its subsidiaries. Such assets will not be owned by the Company until the corresponding purchase options are exercised.

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Land

2,234,946

2,334,256

Buildings

9,667,010

9,879,018

Machinery and equipment

2,463,088

938,508

Total

14,365,044

13,151,782

 

Note 27, letter b includes the detail of the lease agreements, and it also reconciles the total amount of the future minimum lease payments and their current value as regards such assets, the purchase options originated at CCU S.A., Compañía Cervecera Kunstmann S.A. and Manantial S.A.

 

 

 

F-73

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 23 Investment Property

 

Changes in the movement of the investment property during the years ended of December 31, 2012 and 2013 is as follows:

 

 

Lands

Buildings

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2012

 

 

 

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

Depreciation

-

(86,964)

(86,964)

Book Value

6,038,995

521,051

6,560,046

       

As of December 31, 2013

 

 

 

Transfers from PPE (cost)

-

1,459,954

1,459,954

Transfers from PPE (acumuleted depreciation)

-

(542,013)

(542,013)

Depreciation

-

(46,257)

(46,257)

Convertion effect (depreciation)

(448,626)

(94,764)

(543,390)

Conversion effect

-

13,121

13,121

Book Value

5,590,369

1,311,092

6,901,461

       

As of December 31, 2013

 

 

 

Historic cost

5,590,369

1,964,783

7,555,152

Depreciation

-

(653,691)

(653,691)

Book Value

5,590,369

1,311,092

6,901,461

 

Investment property includes nineteen lands properties, two offices and one apartment, situated in Chile, which are maintained for appreciation purposes, with three of them being leased and generating ThCh$ 110,333 revenue during year 2013 (ThCh$ 4,071 in 2012). Additionally, there are three lands in Argentina, which are leased and generated an income for ThCh$ 134,103 for year 2013 (ThCh$ 141,292 in 2012). In addition, the expenses associated with such investment properties amount to ThCh$ 161,915 for the year ended as of December 31, 2013 (ThCh$ 139,190  in 2012).

 

The values associated to the investment properties maintained by the Company are valued at market value for properties with the same characteristics.

 

Management has not seen any evidence of impairment of Investment property.

 

The Company does not maintain any pledge or restriction over investment property items.

 

 

F-74

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 24 Assets of disposal group held for sale

 

During the last quarter of 2009, the Board of Tamarí S.A. (merged with Finca la Celia S.A. as of April 1, 2011) 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 2014.

 

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, 2013.

 

At December 31, 2013 and 2012, the items of assets held for sale are the following:

 

Assets of disposal group held for sale

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Land

83,824

101,686

Contructions

154,242

187,110

Machinerys

101,835

123,536

Total

339,901

412,332

 

 

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 into those under formation and those under production, 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, 2013, the Company maintained approximately 4,362, of which 3,706 hectares are for vines in production stage. Of the total hectares mentioned above, 3,391 correspond to own land and 315 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 2013, the production plant vines yield approximately 54.1 million kilos of grapes (49.1 million kilos of grapes in 2012).

 

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.

 

For production vines depreciation is carried out on a linear basis and it is based on the 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-75

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

The movement of biological assets during the years ended December 31, 2012 and 2013 is as follows:

 

Biological Assets

Under Production Vines

Training vines

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2012

 

 

 

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

Transfers

2,150,541

(2,150,541)

-

Historic cost conversion effects

(218,127)

262

(217,865)

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

16,451,973

1,653,240

18,105,213

       

As of December 31, 2012

 

 

 

Historic cost

28,369,903

1,653,240

30,023,143

Accumulated depreciation

(11,917,930)

-

(11,917,930)

Book Value

16,451,973

1,653,240

18,105,213

       

As of December 31, 2013

 

 

 

Additions

-

927,115

927,115

Transfers

770,597

(770,597)

-

Historic cost conversion effects

(135,973)

-

(135,973)

Depreciation

(1,155,197)

-

(1,155,197)

Depreciation conversion effect

68,987

-

68,987

Divestitures (cost)

(340,230)

-

(340,230)

Divestitures (depreciation)

192,093

-

192,093

Book Value

15,852,250

1,809,758

17,662,008

       

As of December 31, 2013

 

 

 

Historic cost

28,664,297

1,809,758

30,474,055

Accumulated depreciation

(12,812,047)

-

(12,812,047)

Book Value

15,852,250

1,809,758

17,662,008

 

 

 

F-76

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 26 Income taxes

 

Tax accounts receivable

 

The detail of the taxes receivables is the following:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Refundable tax previous year

103,186

695,685

Taxes under claim

2,288,108

6,766,969

Argentinean tax credits

3,652,539

2,461,371

Monthly provisions

1,299,344

7,492,831

Payment of absorbed profit provision

-

33,037

Other credits

1,796,229

1,837,937

Total

9,139,406

19,287,830

 

Taxes accounts payable

 

The detail of taxes payable taxes is as follows:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Chilean income taxes

8,848,026

3,580,692

Monthly provisional payments

1,539,101

2,909,521

Chilean unique taxes

114,060

65,343

Estimated Argentine minimum gain subsidiaries taxes

415,678

495,328

Other

-

45,838

Total

10,916,865

7,096,722

 

F-77

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Tax expense

 

The detail of the income tax and deferred tax expense for the years ended as of December 31, 2013, 2012 and 2011, is as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

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

101,216

(8,752,061)

(5,348,630)

Prior year adjustments (2)

7,857,107

165,671

(598,915)

Effect of change in tax rates (1)

-

(5,265,298)

647,857

Tax benefits (loss)

(2,225,971)

2,590,142

(168,424)

Total deferred tax expense

5,732,352

(11,261,546)

(5,468,112)

Current tax expense

(35,137,106)

(25,317,317)

(33,995,595)

Prior period adjustments (2)

(5,300,153)

(554,467)

(5,732,039)

(Loss) Income from income tax

(34,704,907)

(37,133,330)

(45,195,746)

 

(1) This concept 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 deferred tax of the revaluation of land, upon implementation of IFRS, whose origin 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) Mainly related to a one-time effect caused by a deferred tax provision reversal related to deposits for returns of bottles and containers provision. 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 directly to Consolidated Statement of Comprehensive Income are as follows:

 

 

For the years ended as of December 31,

 

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Net income from cash flow hedge

(51,304)

189,525

42,580

Actuarial gains and losses deriving from defined benefit plans

105,151

-

-

Charge to equity

53,847

189,525

42,580

 

 

F-78

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Effective Rate

 

The Company’s income tax expense as of December 31, 2013, 2012 and 2011 represents 20.7%, 23.1 and 25.1%, 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 as of December 31,

2013

2012

2011

ThCh$

Rate

ThCh$

Rate

ThCh$

Rate

Income before taxes

167,609,458

-

161,110,230

-

179,997,947

-

Income tax using the statutory rate

(33,521,892)

20.0

(32,222,046)

20.0

(35,999,589)

20.0

Adjustments to reach the effective rate

 

 

 

 

 

 

Tax effects reorganizations

-

-

-

-

94,319

(0.1)

Income not taxable (non-deductible expenses) net

(1,307,033)

0.7

3,886,184

(2.4)

(622,887)

0.4

Effect of change in tax rate

-

-

(5,265,298)

3.3

647,857

(0.4)

Effect of tax rates in Argentina and Uruguay

(2,432,936)

1.5

(3,143,374)

2.0

(2,984,492)

1.7

Prior year adjustments

2,556,954

(1.5)

(388,796)

0.2

(6,330,954)

3.5

Income tax, as reported

(34,704,907)

20.7

(37,133,330)

23.1

(45,195,746)

25.1

 

Deferred taxes

 

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

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Deferred tax assets

 

 

Accounts receivable impairment provision

1,176,765

1,193,280

Employee benefits and other non taxable expenses

4,399,300

3,888,543

Inventory impairment provision

300,166

242,161

Severance indemnity

3,440,514

2,682,314

Inventory valuation

2,445,158

1,808,015

Derivative agreements

65

148,039

Amortization of intangibles

932,056

1,223,554

Other assets

6,119,299

4,671,004

Tax loss carryforwards

5,712,038

7,938,009

Total assets from deferred taxes

24,525,361

23,794,919

     

Deferred taxes liabilities

 

 

Fixed assets depreciation

32,736,097

32,834,507

Deposit for bottles and containers

429,698

4,486,052

Capitalized software expense

1,189,887

1,010,358

Agricultural operation expense

3,262,103

2,992,253

Derivative agreements

-

34,954

Manufacturing indirect activation costs

2,459,863

2,768,651

Intangibles

7,379,376

7,056,912

Land

25,124,736

25,004,586

Other liabilities

451,654

569,739

Total liabilities from deferred taxes

73,033,414

76,758,012

Total

(48,508,053)

(52,963,093)

 

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

 

F-79

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

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

As of January 1, 2012

(41,111,913)

Deferred taxes for business combination

(2,262,071)

Deferred taxes from tax loss carryforwards absortion

(11,261,415)

Conversion effect

1,447,799

Deferred taxes against equity

189,525

Other deferred movements taxes

34,982

Charge

(11,851,180)

As of December 31, 2012

(52,963,093)

   

As of January 1, 2013

 

Deferred taxes for business combination

(1,824,913)

Deferred taxes from tax loss carryforwards absortion

5,732,352

Conversion effect

420,582

Deferred taxes against equity

53,847

Other deferred movements taxes

73,172

Charge

4,455,040

As of December 31, 2013

(48,508,053)

 

 

Note 27 Other financial liabilities

 

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

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Bank borrowings (*)

80,971,892

81,963,852

Bonds payable (*)

153,032,487

152,835,990

Financial leases obligations (*)

16,932,430

16,479,152

Deposits for return of bottles and containers

11,451,873

11,861,158

Derivatives (**)

661,473

495,012

Liability coverage (**)

201,063

361,838

Total

263,251,218

263,997,002

Current

120,488,188

54,874,267

Non current

142,763,030

209,122,735

Total

263,251,218

263,997,002

 

(*)  See Note 5

(**) See Note 6

 

F-80

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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

 

As of December 31, 2013:

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bank borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Santander Rio

Argentina

USD

474,529

-

-

-

-

474,529

At maturity

2.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Santander Rio

Argentina

USD

105,450

-

-

-

-

105,450

At maturity

2.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Supervielle

Argentina

USD

-

131,486

-

-

-

131,486

At maturity

3.75

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Supervielle

Argentina

USD

-

26,351

-

-

-

26,351

At maturity

2.75

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Supervielle

Argentina

USD

-

105,167

-

-

-

105,167

At maturity

2.75

O-E

Finca La Celia S.A.

Argentina

O-E

Fondo para la Transformación y Crec.

Argentina

$ARG

-

4,662

2,828

-

-

7,490

Semestral

6.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

772,294

-

-

-

-

772,294

At maturity

26.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

196,226

-

-

-

-

196,226

At maturity

24.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

178,430

-

-

-

-

178,430

At maturity

26.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

72,218

-

-

-

-

72,218

At maturity

24.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

184,282

-

-

-

-

184,282

At maturity

24.00

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

-

12,883

14,627

14,627

-

42,137

At maturity

15.25

O-E

Finca La Celia S.A.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

65,968

-

-

-

-

65,968

At maturity

26.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

37,982

-

-

-

-

37,982

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

-

32,822

-

-

-

32,822

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

33,585

-

-

-

-

33,585

At maturity

19.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

33,444

-

-

-

-

33,444

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

33,444

-

-

-

-

33,444

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

-

32,822

-

-

-

32,822

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

-

32,822

-

-

-

32,822

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco San Juan

Argentina

$ARG

-

32,822

-

-

-

32,822

At maturity

23.50

O-E

Finca La Celia S.A.

Argentina

O-E

Banco BBVA

Argentina

$ARG

375,229

-

-

-

-

375,229

At maturity

22.75

91,041,000-8

Viña San Pedro De Tarapaca S.A. (1)

Chile

97,004,000-5

Banco de Chile

Chile

USD

20,846

-

2,327,223

-

-

2,348,069

At maturity

1.86

91,041,000-8

Viña San Pedro De Tarapaca S.A. (2)

Chile

97,004,000-5

Banco de Chile

Chile

USD

47,971

-

5,246,100

-

-

5,294,071

At maturity

1.87

91,041,000-8

Viña San Pedro De Tarapaca S.A.

Chile

97,015,000-5

Banco Santander Chile

Chile

USD

-

4,198,419

-

-

-

4,198,419

At maturity

0.88

91,041,000-8

Viña San Pedro De Tarapaca S.A.

Chile

97,015,000-5

Banco Santander Chile

Chile

EUR

-

4,492,063

-

-

-

4,492,063

At maturity

0.75

91,041,000-8

Viña San Pedro De Tarapaca S.A. (2)

Chile

97,018,000-1

Scotiabank

Chile

USD

1,097

-

4,196,880

-

-

4,197,977

At maturity

1.18

96,981,310-6

Compañía Cervecera Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

520,292

-

-

-

520,292

At maturity

5.84

96,981,310-6

Compañía Cervecera Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

-

624,350

-

-

-

624,350

At maturity

5.84

99,586,280-8

Compañía Pisquera De Chile S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

471,136

-

-

15,900,089

-

16,371,225

At maturity

6.86

O-E

Compañía Industrial Cervecera S.A

Argentina

O-E

Banco BBVA

Argentina

$ARG

1,679,820

3,352,055

8,380,136

-

-

13,412,011

Monthly

15.00

O-E

Compañía Industrial Cervecera S.A

Argentina

O-E

Banco BNA

Argentina

$ARG

255,326

1,522,014

3,044,028

3,044,028

3,044,028

10,909,424

Monthly

15.00

O-E

Compañía Industrial Cervecera S.A

Argentina

O-E

Banco Macro

Argentina

$ARG

59,417

89,388

536,329

111,735

-

796,869

Monthly

15.25

O-E

Compañía Industrial Cervecera S.A

Argentina

O-E

Banco Citibank

Argentina

$ARG

-

6,144,870

-

-

-

6,144,870

At maturity

21.60

O-E

Compañía Industrial Cervecera S.A

Argentina

O-E

Banco Hipotecario

Argentina

$ARG

-

1,641,872

-

-

-

1,641,872

At maturity

22.00

O-E

Sidra La Victoria S.A.

Argentina

O-E

Banco Hipotecario

Argentina

$ARG

-

409,118

-

-

-

409,118

At maturity

22.00

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco HSBC

Argentina

$ARG

80,449

-

-

-

-

80,449

At maturity

17.00

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco HSBC

Argentina

$ARG

-

60,314

-

-

-

60,314

At maturity

20.00

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco Citibank

Argentina

$ARG

-

108,329

628,800

-

-

737,129

At maturity

15.25

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco BBVA

Argentina

$ARG

479,195

-

-

-

-

479,195

At maturity

21.75

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco Patagonia

Argentina

$ARG

405,519

-

-

-

-

405,519

At maturity

31.00

O-E

Saenz Briones & Cia. S.A.C.I.

Argentina

O-E

Banco Hipotecario

Argentina

$ARG

-

1,233,671

-

-

-

1,233,671

At maturity

22.00

O-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

USD

1,595

-

-

-

-

1,595

Monthly

6.50

O-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

USD

17,251

53,159

145,959

-

-

216,369

Monthly

5.00

O-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

135,213

-

-

-

-

135,213

Monthly

17.30

O-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

271,453

-

-

-

-

271,453

At maturity

10.00

O-E

Milotur S.A.

Uruguay

O-E

Banco Citibank

Argentina

UYU

516,074

-

-

-

-

516,074

At maturity

14.50

O-E

Milotur S.A.

Uruguay

O-E

Nuevo Banco Comercial

Uruguay

UYU

524,597

-

-

-

-

524,597

At maturity

17.30

96,711,590-8

Manantial S.A.

Chile

97,000,600-6

Banco de Crédito e inversiones

Chile

CLP

5,925

10,216

-

-

-

16,141

Monthly

9.84

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

1,497

4,165

5,000

-

-

10,662

Monthly

9.12

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

1,785

-

-

-

-

1,785

Monthly

12.12

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

CLP

19,000

57,000

152,000

95,000

-

323,000

Monthly

7.60

96,711,590-8

Manantial S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

5,361

16,739

21,797

-

-

43,897

Monthly

7.56

96,711,590-8

Manantial S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

41,462

96,942

220,977

-

-

359,381

Monthly

6.52

96,711,590-8

Manantial S.A.

Chile

76,645,030-K

Banco Itaú

Chile

CLP

8,490

26,474

15,352

-

-

50,316

Monthly

7.32

96,711,590-8

Manantial S.A.

Chile

76,645,030-K

Banco Itaú

Chile

CLP

6,823

21,303

27,743

-

-

55,869

Monthly

7.56

96,711,590-8

Manantial S.A.

Chile

76,645,030-K

Banco Itaú

Chile

CLP

20,603

63,930

178,709

-

-

263,242

Monthly

6.66

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

12,364

38,110

108,570

104,095

-

263,139

Monthly

4.80

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

6,864

21,256

61,120

68,302

18,297

175,839

Monthly

5.48

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

5,659

17,488

50,228

13,433

-

86,808

Monthly

5.36

96,711,590-8

Manantial S.A.

Chile

76,645,030-K

Banco Itaú

Chile

USD

26,731

-

-

-

-

26,731

Monthly

2.00

Sub-total

 

 

 

 

 

 

7,958,478

25,235,374

25,364,406

19,351,309

3,062,325

80,971,892

 

 

 

F-81

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Registration or ID No. Instrument

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

91,041,000-8

Viña San Pedro De Tarapaca S.A.

Chile

415 13/06/2005 BONO SERIE A

Chile

UF

610,793

428,096

1,726,876

1,730,745

5,830,231

10,326,741

Semiannual

3.80

90,413,00-1

CCU S.A.

Chile

388 18/10/2004 BONO SERIE E

Chile

UF

-

2,309,671

4,470,092

4,505,563

13,958,093

25,243,419

Semiannual

4.00

90,413,00-1

CCU S.A.

Chile

573 23/03/2009 BONO SERIE H

Chile

UF

575,064

-

-

-

46,378,801

46,953,865

Semiannual

4.25

90,413,00-1

CCU S.A.

Chile

572 23/03/2009 BONO SERIE I

Chile

UF

70,508,462

-

-

-

-

70,508,462

At maturity

3.00

Sub-total

 

 

 

 

 

 

71,694,319

2,737,767

6,196,968

6,236,308

66,167,125

153,032,487

 

 

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

 

 

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

20,266

62,917

105,060

103,461

15,329,071

15,620,775

Monthly

7.07

96,981,310-6

Compañía Cervecera Kunstmann S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

34,772

90,112

193,188

11,641

-

329,713

Monthly

6.43

96,981,310-6

Compañía Cervecera Kunstmann S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

19,817

60,727

171,693

178,764

-

431,001

Monthly

4.33

96,981,310-6

Compañía Cervecera Kunstmann S.A.

Chile

97,015,000-5

Banco Santander de Chile

Chile

UF

17,486

-

-

-

-

17,486

Monthly

7.20

76,077,848-6

Cervecera Belga De La Patagonia S.A.

Chile

97,015,000-5

Banco Santander de Chile

Chile

UF

1,168

3,615

10,512

11,911

5,420

32,626

Monthly

6.27

96,711,590-8

Manantial S.A.

Chile

97,000,600-6

Banco de Crédito e Inversiones

Chile

UF

12,343

8,523

1,955

-

-

22,821

Monthly

6.30

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

17,069

47,893

48,694

-

-

113,656

Monthly

6.07

96,711,590-8

Manantial S.A.

Chile

97,053,000-5

Banco Security

Chile

UF

31,202

93,739

128,056

-

-

252,997

Monthly

6.78

96,711,590-8

Manantial S.A.

Chile

97,000,600-6

Banco de Crédito e Inversiones

Chile

UF

848

896

-

-

-

1,744

Monthly

22.31

96,711,590-8

Manantial S.A.

Chile

97,004,000-5

Banco de Chile

Chile

UF

5,087

9,832

-

-

-

14,919

Monthly

12.62

96,711,590-8

Manantial S.A.

Chile

97,030,000-7

Banco del Estado de Chile

Chile

UF

17,603

40,651

20,513

-

-

78,767

Monthly

16.04

96,711,590-8

Manantial S.A.

Chile

97,053,000-5

Banco Security

Chile

UF

4,243

11,682

-

-

-

15,925

Monthly

6.99

Sub-total

 

 

 

 

 

181,904

430,587

679,671

305,777

15,334,491

16,932,430

 

 

                             

Total

 

 

 

 

 

 

79,834,701

28,403,728

32,241,045

25,893,394

84,563,941

250,936,809

 

 

 

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

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

.

 

F-82

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

As of December 31, 2012:

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

 

 

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

9,149

-

-

14,862

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

91,041,000-8

Viña San Pedro Tarapacá (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 Tarapacá (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 Tarapacá (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 Tarapacá

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 Tarapacá

Chile

97,030,000-7

Banco del Estado de Chile

Chile

CLP

3,004,800

-

-

-

-

3,004,800

At maturity

5.76

96,981,310-6

Viña San Pedro Tarapacá

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 Citibank

Chile

$ARG

2,216,090

-

-

-

-

2,216,090

At maturity

14.00

O-E

Compañía Industrial Cervecera S.A.

Argentina

O-E

Banco Itaú

Chile

$ARG

689,925

-

-

-

-

689,925

At maturity

17.50

O-E

Compañía Industrial Cervecera S.A.

Argentina

O-E

Banco Patagonia

Chile

$ARG

2,184,829

-

-

-

-

2,184,829

At maturity

15.00

O-E

Compañía Industrial Cervecera S.A.

Argentina

O-E

Banco Hipotecario

Chile

$ARG

1,946,559

-

-

-

-

1,946,559

At maturity

15.00

O-E

Compañía Industrial Cervecera S.A.

Argentina

O-E

Banco Santander Rio

Chile

$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

Banco 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

-

1,977,222

16,265,419

-

-

18,242,641

At maturity

15.00

O-E

Compañia Industrial Cervecera S.A.

Argentina

O-E

Banco BNA

Argentina

$ARG

-

131,186

1,772,491

1,772,491

1,772,491

5,448,659

At maturity

15.00

96,981,310-6

Compañía Cervecera Kunstmann 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.

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

Banco HSBC

Argentina

$ARG

-

11,934

-

-

-

11,934

At maturity

17.00

O-E

Sidra La Victoria S.A.

Argentina

O-E

Banco Citibank

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

Banco HSBC

Argentina

$ARG

-

36,429

-

-

-

36,429

At maturity

17.00

O-E

Saenz Briones & CIA S.A.C.I.

Argentina

O-E

Banco HSBC

Argentina

$ARG

-

-

23,773

-

-

23,773

At maturity

20.00

O-E

Saenz Briones & CIA S.A.C.I.

Argentina

O-E

Banco Citibank

Argentina

$ARG

973,347

-

-

-

-

973,347

At maturity

14.25

O-E

Saenz Briones & CIA S.A.C.I.

Argentina

O-E

Banco 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

Sub-total

 

 

 

 

 

 

26,732,808

10,793,930

18,070,832

24,593,791

1,772,491

81,963,852

 

 

 

 

F-83

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

 

 

 

Registration or ID No. Instrument

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

ThCh$

 

%

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

91,041,000-8

Viña San Pedro Tarapacá 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

 

 

 

 

 

 

1,733,013

2,681,712

76,721,727

6,091,180

65,608,358

152,835,990

 

 

 

 

 

 

 

 

 

 

 

Undiscounting amounts according to maturity

 

 

Debtor Tax ID

Company

Debtor country

Lending party Tax ID

Creditor name

Creditor country

Currency

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

Amortization rate

Interest Rate

 

 

 

 

 

 

 

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 de 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

79,077,848-6

CERVECERA BELGA DE LA PATAGONIA S.A.

Chile

97,015,000-5

Banco Santander de Chile

Chile

UF

1,639

4,918

13,115

13,115

12,022

44,809

Monthly

6.27

Sub-total

 

 

 

 

 

95,021

276,727

583,097

353,546

15,170,761

16,479,152

 

 

                             

Total

 

 

 

 

 

 

28,560,842

13,752,369

95,375,656

31,038,517

82,551,610

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-84

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 follows:

 

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, 2013

As of December 31, 2012

 

Fixed Interest Rate

Variable Interest Rate

Fixed Interest Rate

Variable Interest Rate

 

ThCh$

ThCh$

ThCh$

ThCh$

US Dollar

5,286,097

11,840,117

1,164,778

14,156,408

Chilean Pesos

18,640,160

-

20,872,674

-

Argentine Pesos

38,740,332

-

45,769,902

-

Unidades de Fomento

170,490,703

-

169,315,142

-

Euros

4,492,063

-

-

-

Uruguayan Pesos

1,447,337

-

-

-

Total

239,096,692

11,840,117

237,122,496

14,156,408

 

The terms and conditions of the main interest accruing obligations as of December 31, 2013, were as follows:

 

a)    Bank Borrowings

 

BBVA New York – Bank Loans

 

On November 23, 2007, the Company obtained, through its Cayman Islands agency, a bank loan from the Cayman Islands branch of BBVA bank, for a total 70 million US Dollars at a 5 year term, maturiting 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 payed.

 

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 payed in a single quota, maturity 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 Estado – Bank Loans

 

On July 27, 2012, the subsidiary Compañía Pisquera Chile S.A. (CPCh) signed a bank loan with the Banco Estado 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.

 

This obligation is subject to certain reporting obligations in addition to complying with the following financial ratios, which will be measured on the half-yearly financial statements of CPCh

 

 

F-85

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

(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 an 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, 2013, 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$ 4,436,100, maturing on July 11, 2012.

 

    This loan accrued interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortized 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).

 

    On July 11, 2012, this loan was paid.

 

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$ 4,436,100, maturing on July 11, 2016.

 

    This loan accrues interest at a compound floating rate Libor plus 180 days 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 US$-Euro 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 Libor plus 180 days 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 Estado  – Bank Loans

 

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

 

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

 

 

F-86

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

      This loan required 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 paid.

 

b)   On April 23, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado 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, on the same time 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, maturating on February 19, 2013, renewed again for 94 days, maturing on May 24, 2013.

 

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

 

      On May 24, 2013, this loan was paid.

 

c)   On July 19, 2012, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Estado 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, renewed again for 94 days, maturing on May 24, 2013.

 

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

 

      On May 24, 2013, this loan was paid.

 

d)   On April 25, 2012, the subsidiary Compañía Cervecera Kunstmann S.A. signed a bank loan with Banco Estado for a total of ThCh$ 500,000, maturing on April 25, 2013. Subsequently this loan was renewed for one year, maturing on April 25, 2014.

 

      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.

 

e)   On April 25, 2013, the subsidiary Compañía Cervecera Kunstmann S.A. signed a bank loan with Banco Estado for a total of ThCh$ 600,000, maturing on April 25, 2014.

 

      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 21, 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 accrued interest at a compound floating rate Libor plus 180 days plus a fixed margin. The subsidiary amortized 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 a currency US$-Euro and interest rate swap agreements (Cross Currency Interest Rate Swap).

 

      On June 20, 2013, this loan was paid.

 

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

 

F-87

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

      On June 21, 2013, this loan was paid.

 

c)   On June 21, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Scotiabank for a total of US$ 8,000,000, maturing on June 22, 2015.

 

      This loan accrues interest at a compound floating rate Libor plus 90 days plus a fixed margin. The subsidiary amortizes interest quarterly 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

 

Banco Santander Chile – Bank Loans

 

a)   On June 17, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Santander Chile for a total of US$ 8,000,000, maturing on June 17, 2014.

 

      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.

 

b)   On June 17, 2013, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Santander Chile for a total of 6,200,000 Euros, maturing on June 17, 2014.

 

      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.

 

 

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, maturating on October 5, 2015.

 

The proportional participation of banks lenders is as follows:

 

a)      BBVA Bank French S.A., with 55 million Argentine Pesos of pro rata participation.

 

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 of pro rata participation.

 

d)     Banco de Galicia y Buenos Aires S.A., with 20 million Argentine Pesos of pro rata participation.

 

e)     Citibank NA established in Argentinian Republic, with 15 million Argentine Pesos of pro rata participation.

 

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

 

This loan obliges 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 EBITDA4. 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.

 


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

 

F-88

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

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 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.

 

As of December 31, 2013, the Company was in compliance with the financial covenants and specific requirements of this loan.

 

 

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 on June 28, 2013, for a total of 84 million of Argentine pesos.

 

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 portfolio general of Banco de la Nación Argentina, in whose case shall apply this.

 

The subsidiary amortizes capital in 74 consecutive and equal, once 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.

 

 

F-89

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Compañía Cervecera Kunstmann S.A and Manantial S.A.:

 

Other lease agreements are as follows:

 

Type

Institution

Contract Date

Amount (UF)

Number of quotas

Anual Interest

Purchase option (UF)

Compañía Cervecera Kunstmann S.A.

Production plant

Banco de Chile

04-19-2005

20,489

168

8.30%

302

Land Lote 2 C

Banco de Chile

06-26-2007

7,716

121

5.80%

85

Land Lote 2 D

Banco de Chile

03-25-2008

15,000

97

4.30%

183

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 Estado Chile

10-10-2012

22,341

72

4.33%

348

Manantial S.A.

Dispensers

Banco de Crédito e Inversiones

12-22-2010

6,294

37

6.30%

170

Vehicles

Banco de Crédito e Inversiones

04-19-2011

493

36

22.31%

13

Dispensers

Banco de Chile

09-22-2010

11,600

37

5.97%

279

Vehicles

Banco de Chile

04-02-2012

1,974

25

12.62%

79

Vehicles

Banco del Estado de Chile

02-12-2011

7,601

25

16.04%

299

Computers

Banco Security

08-23-2011

2,387

37

6.99%

65

Dispensers

Banco Security

08-09-2011

18,743

36

7.00%

507

 

 

 

 

 

 

 

 

The following is a detail of future payments and the current value of the financial lease obligations as of December 31, 2013:

 

Lease Minimum Future Payments

As of December 31, 2013

Gross Amount

Interest

Current Value

ThCh$

ThCh$

ThCh$

Less than one years

1,744,243

1,131,752

612,491

Between one and five year

5,271,866

4,286,418

985,448

Over five years

28,476,487

13,141,996

15,334,491

Total

35,492,596

18,560,166

16,932,430

 

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 maturiting 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. 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.

 

 

F-90

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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

 

(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 Income Statement of that date an expenditure of ThCh$ 103,735, for expenses associated with the issuance of this debt.

 

As of December 31, 2013 and 2012, 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 maturiting 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 E, 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.

 

(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.

 

F-91

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

 

 

(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, 2013 and December 31, 2012, the Company was in compliance with the financial covenants required for this public issue.

 

 

F-92

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 5 and 21 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.

 

(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 hectolitres 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.

 

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

 

 

F-93

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

As of December 31, 2013 and December 31, 2012, the Company was in compliance with the financial covenants required for this public issue.

 

 

Note 28 Accounts payable – trade and other payables

 

As of December 31, 2013 and 2012, the total Accounts payable-trade and other payables are as follows:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Suppliers

149,900,984

135,588,879

Notes payable

2,875,895

1,156,777

Withholdings payable

31,573,106

29,371,722

Total

184,349,985

166,117,378

Current

183,508,115

165,392,448

Non-current

841,870

724,930

Total

184,349,985

166,117,378

 

 

Note 29 Provisions

 

As of December 31, 2013 and 2012, the total provisions recorded in the consolidated statement of financial position are as follows:

 

 

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Litigation

1,294,570

984,466

Others

1,673,910

910,663

Total

2,968,480

1,895,129

Current

833,358

401,849

Non-current

2,135,122

1,493,280

Total

2,968,480

1,895,129

 

F-94

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The following was the change in provisions during the years ended December 31, 2012 and 2013:

 

 

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

As of January 1, 2012

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

As of December 31, 2013

 

 

 

Additions by Business Combination

149,365

1,094,095

1,243,460

Incorporated

767,854

17,953

785,807

Used

(364,102)

(108,349)

(472,451)

Released

(64,635)

(96,378)

(161,013)

Conversion effect

(178,378)

(144,074)

(322,452)

As of December 31, 2013

(1) 1,294,570

(2) 1,673,910

2,968,480

 

(1)     Note 35

(2)     Correspond mainly to provisions originated in business combination related to Uruguay´s companies.

 

The maturities of provisions at December 31, 2013, were as follows:

 

 

Litigation

Others

Total

ThCh$

ThCh$

ThCh$

Less than one year

833,358

-

833,358

Between two and five years

375,027

1,656,200

2,031,227

Over five years

86,185

17,710

103,895

Total

1,294,570

1,673,910

2,968,480

 

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.

 

 

F-95

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 30 Other non-financial liabilities

 

As of December 31, 2013 and 2012, the total Other non-financial liabilities are as follows:

 

 

As of December 31, 2013

As of December 31, 2012

 

ThCh$

ThCh$

Parent dividend provisioned by the board

23,278,681

20,065,681

Parent dividend provisioned according to policy

38,239,323

37,150,689

Outstanding parent dividends

532,120

505,162

Subsidiaries dividends according to policy

3,666,451

5,084,143

Others

162,003

43,579

Total

65,878,578

62,849,254

Current

65,878,578

62,849,254

Total

65,878,578

62,849,254

 

 

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.

 

 

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

 

As of December 31, 2013 and 2012, the total staff benefits recorded in the Consolidated Statement of Financial Position is as follows:

 

Employees’ Benefits

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Short term benefits

18,839,547

15,901,409

Employment termination benefits

16,574,806

13,171,264

Total

35,414,353

29,072,673

Current

20,217,733

15,901,531

Non-current

15,196,620

13,171,142

Total

35,414,353

29,072,673

 

 

F-96

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013 and 2012, the total short-term benefits recorded in the Consolidated Statement of Financial Position are as follows:

 

Short-Term Employees’ Benefits

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Vacation

7,085,786

6,231,487

Bonus and compensation

11,753,761

9,669,922

Total

18,839,547

15,901,409

 

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

 

Severance Indemnity

 

The Company records a liability for the payment of an irrevocable severance indemnity, originated by collective and individual agreements entered into with certain groups of employees. Such obligation is determined by means of the current value of the benefit accrued cost, a method that considers several factors for the calculation such as estimates of future continuance, mortality rates, future salary increases and discount rates. The Company periodically evaluates the above-mentioned factors based on historical data and future projections, making adjustments that apply when checking changes sustained trend. As a result of this process, the discount and rotation rate were updated, and whose consequence was that the liability for the payment of severance indemnity decrease in ThCh$ 3,083,336, effect which was registered in the Consolidated Statement of Income during 2012. The so-determined value is presented at the current value by using the severance benefits accrued method. The discount rate is determined by reference to market interest rates curves for high quality entrepreneurial bonds. The discount rate in Chile was 6.85% (6.8% in 2012) and in Argentina 31.88% (26.6% in 2012).

 

As of December 31, 2013 and 2012, the obligation recorded for severance indemnity are as follows:

 

Severance Indemnity

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Current

1,378,186

122

Non-current

15,196,620

13,171,142

Total

16,574,806

13,171,264

 

 

F-97

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The change in the severance indemnity during the year ended as of December 31, 2012 and 2013 was as follows:

 

Severance Indemnity

Severance Indemnity

ThCh$

Balance as of January 1, 2012

15,531,518

Current cost of service

523,159

Interest cost

1,274,978

Actuarial loss

(3,492,211)

Paid-up benefits

(721,945)

Past service cost

304,355

Others

(248,590)

As of December 31, 2012

13,171,264

Current cost of service

607,443

Interest cost

1,105,511

Actuarial loss

469,987

Paid-up benefits

(384,186)

Past service cost

430,120

Others

1,174,667

Movements of the year

3,403,542

As of December 31, 2013

16,574,806

 

The figures recorded in the Consolidated Statement of Income as of December 31, 2013, 2012 and 2011, are as follows:

 

Expense recognized for severance indemnity

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Current cost of service

607,443

523,159

615,619

Interest cost

-

1,274,978

1,212,321

Past service cost

430,120

304,355

407,893

Actuarial (Gain) loss

-

(3,492,211)

610,428

Non-provided paid benefits

2,860,262

2,158,029

2,013,319

Other

1,333,466

213,499

(393,603)

Total expense recognized in Consolidated Statement of Income

5,231,291

981,809

4,465,977

 

 

F-98

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013 and 2012, are as follows:

 

Actuarial Assumptions

Chile

Argentina

As of December 31,

As of December 31,

2013

2012

2013

2012

Mortality table

RV-2004

RV-2004

Gam'83

Gam'83

Annual interest rate

6.85%

6.8%

31.88%

26.6%

Voluntary employee turnover rate

1.9%

1.9%

n/a

n/a

Company’s needs rotation rate

5.3%

5.3%

n/a

n/a

Salary increase

3.7%

3.7%

26.25%

21.2%

 

Officers

 

60

60

60

60

Estimated retirement age for

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, 2013

As of December 31, 2012

ThCh$

ThCh$

1% increase in the Discount Rate (Gain)

919,483

854,557

1% decrease in the Discount Rate (Loss)

(1,056,061)

(980,616)

 

 

 

 

Personal expense

 

The amounts recorded in the Consolidated Statement of Income for the years ended as of December 31, 2013, 2012 and 2011, are as follows:

 

Personal expense

For the years ended as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Salaries

108,611,206

93,673,136

81,614,738

Employees’ short-term benefits

19,887,127

15,063,545

13,261,746

Employments termination benefits

5,231,291

981,809

4,465,977

Other staff expense

21,280,818

18,442,996

15,461,284

Total

155,010,442

128,161,486

114,803,745

 

(1) See Note 10

 

 

F-99

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 32 Non-controlling Interests

 

The detail of Non-controlling Interests is the following:

 

a)   Equity 

 

Equity

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

67,885,985

74,676,117

Aguas CCU-Nestlè Chile S.A.

13,748,080

11,327,035

Compañía Pisquera de Chile S.A.

4,735,315

4,654,855

Compañía Cervecera Kunstmann S.A.

3,953,265

3,459,887

Saenz Briones & Cia. S.A.

1,361,643

2,772,662

Sidra La Victoria S.A.

1,119

1,210

Manantial S.A.

3,302,639

-

Los Huemules S.R.L.

188,556

-

Others

391,820

406,841

Total

95,568,422

97,298,607

 

b)   Result 

 

 

For the years ended as of December 31,

Result

2013

2012

2011

 

ThCh$

ThCh$

ThCh$

Viña San Pedro Tarapacá S.A.

3,319,366

3,397,717

6,659,574

Aguas CCU-Nestlè Chile S.A.

4,870,501

4,884,619

3,614,682

Compañía Pisquera de Chile S.A.

765,624

960,778

958,959

Compañía Cervecera Kunstmann S.A.

1,022,346

1,052,257

899,089

Saenz Briones & Cia. S.A.

(733,068)

(798,955)

(30,920)

Sidra La Victoria S.A.

123

(8)

223

Manantial S.A.

587,119

-

-

Los Huemules S.R.L.

(12,624)

-

-

Others

49,156

47,759

(51,000)

Total

9,868,543

9,544,167

12,050,607

 

 

 

F-100

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 33 Common Shareholders’ Equity

 

Subscribed and paid-up Capital

 

The Extraordinary Shareholders´Meeting held on June 18, 2013, resolved to increase the capital of the Company in the amount of ThCh$ 340,000,000, through the issuance of 51,000,000 shares of common stock. Such shares are to be issued and paid within a period of 3 years as from June 18, 2013. Also, the Board of Directors, in accordance with the powers granted by the Extraordinary Shareholders´ Meeting, determined the price at which these shares were to be offered. Additionally, the above Extraordinary Shareholders´ Meeting agreed to recognize as part of the Paid-in Capital (Common Stock) the share premium for an amount of ThCh$ 15,479,173. Therefore, the Company´s capital, including the referred capital increase, amounts to ThCh$ 571,019,592, divided into 369,502,872 shares of common stock, without face value, which has been subscribed and paid and  shall be subscribe and paid as follows:

 

-       ThCh$ 231,019,592, divided into 318,502,872 shares, fully subscribed and paid prior to the date of the Extraordinary Shareholders´ Meeting.

 

-       ThCh$ 340,000,000, divided into 51,000,000 shares, to be subscribed and paid.

 

On July 23, 2013 the Superintendencia de Valores y Seguros authorized the registration of such shares.

 

Subsequently, the Board of Director at the meeting held on September 12, 2013, set in $ 6,500 per share the price of the 51,000,000 shares to be placed during the preemptive-rights period, which extended from September 13 to October 12, 2013.

 

As of December 31, 2013, the referred capital increase has been fully subscribed and paid, amounting to ThCh$ 331,673,754 and generated share premium and issuance and placement costs for ThCh$ 45,176 and ThCh$ 5,055,392, respectively, which are net recorded under item "Other reserves", in Equity. Any difference between the issuance and placement costs of shares must be recognized as a less paid-in capital in the next Extraordinary Shareholders´ Meeting that modifies the capital of the company.

 

As of December 31, 2013 and December 31, 2012, the Company’s capital shows a balance of ThCh$ 562,693,346
(ThCh$ 215,540,419 in 2012), divided into 369,502,872 shares of common stock (318,502,872 shares in 2012) without face value, entirely subscribed and paid-up. The Company has issued only one series of common shares. Such common shares are registered for trading at the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and the Valparaíso Stock Exchange, and at the New York Stock Exchange /NYSE), evidenced by ADS (American Depositary Shares), with an equivalence of two shares per ADS (
See Note 1). 

 

The Company has not issued any others shares or convertible instruments during the period, thus changing the number of outstanding shares as of December 31, 2013 and 2012.

 

Capital Management

 

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

 

 

F-101

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Consolidated Statement of Comprehensive Income

 

As of December 31, 2011, 2012 and 2013, 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 (1)

256,592

(51,304)

205,288

Conversion differences of subsidiaries abroad (1)

(17,054,187)

-

(17,054,187)

Actuarial gains and losses on defined benefit plans reserves (1)

(469,987)

105,151

(364,836)

Total comprehensive income As of December 31, 2013

(17,267,582)

53,847

(17,213,735)

       

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge (1)

(826,120)

189,525

(636,595)

Conversion differences of subsidiaries abroad (1)

(21,230,019)

-

(21,230,019)

Total comprehensive income As of December 31, 2012

(22,056,139)

189,525

(21,866,614)

       

Other Income and expense charged or credited against net equity

Gross Balance

Tax

Net Balance

ThCh$

ThCh$

ThCh$

Cash flow hedge (1)

(239,524)

42,580

(196,944)

Conversion differences of subsidiaries abroad (1)

2,372,063

-

2,372,063

Total comprehensive income As of December 31, 2011

2,132,539

42,580

2,175,119

 

(1)   These concepts will be reclassified to the Statement of Income when its settled

 

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.

 

The diluted earnings per share is calculated as the ratio between the net income (loss) for the period attributable to shares holders and the weighted average additional common shares that would have been outstanding if it had become all ordinary potential dilutive shares.

 

As of December 31, 2013, 2012 and 2011, 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 as of December 31,

2013

2012

2011

ThCh$

ThCh$

ThCh$

Equity holders of the controlling company (ThCh$)

123,036,008

114,432,733

122,751,594

Weighted average number of shares

(1) 331,806,416

(2) 318,502,872

318,502,872

Basic income per share (in Chilean pesos)

370.81

359.28

385.40

Equity holders of the controlling company (ThCh$)

123,036,008

114,432,733

122,751,594

Weighted average number of shares

(1) 331,806,416

318,502,872

318,502,872

Diluted income per share (in Chilean pesos)

370.81

359.28

385.40

 

(1)   Determined considering 331,806,416 shares, equivalents to 318,502,872 shares outstanding on December 31, 2012, plus the weighted average of permanence of shares paid due to increase of capital described in this Note.

(2)   Determined considering 318,502,872 shares outstanding on December 31, 2012 and 2011.

 

As of December 31, 2013, 2012 and 2011, the Company has not issued any convertible or other kind of instruments creating diluting effects.

 

F-102

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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 2009 will be that reflected in the financial statements attributable to equity holders of the parents, without adjustment it. The above agreement remains in effect for the year ended December 31, 2013.

 

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, 2011, 2012 and 2013, the Company has distributed the following dividends, either or final:

 

Dividend Nº

Payment Date

Type of Dividend

Dividends per Share

Related to FY

241

04-27-2011

Final

115.78103

2010

242

01-06-2012

Interim

61.00000

2011

243

04-20-2012

Final

131.70092

2011

244

01-06-2013

Interim

63.00000

2012

245

04-19-2013

Final

116.64610

2012

246

01-10-2014

Interim

63.00000

2013

 

 

 

 

 

 

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.

 

On April 10, 2013, at the General Shareholders Meeting it was agreed to pay the final Dividend No. 245, amounting to ThCh$ 37,150,685 corresponding to $ 116.64610 per share. This dividend was paid on April 19, 2013.

 

 

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 which functional currency is different from the presentation currency of the Consolidated Financial Statements. As of December 31, 2013, it amounts to a negative reserve of ThCh$ 60,084,197 (ThCh$ 44,675,962 in 2012 and 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 hedge accounting, whichever is first. The reserve effects are transferred to income. As of December 31, 2013, it amounts to a positive reserve of ThCh$ 65,109, (negative reserve of ThCh$ 98,990 in 2012 and positive reserve of ThCh$ 484,432, net of deferred taxes.

 

Actuarial gains and losses on defined benefit plans reserves: This reserve originates from January 1, 2013, due application of the amendment to IAS 19. The amount recorded is a negative reserve of ThCh$ 348,673.

 

Other reserves: As of December 31, 2013, 2012 and 2011 the amount is a negative reserve of ThCh$ 5,514,048, ThCh$ 3,371,276 and ThCh$ 10,619,334, respectively. 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 and 2013 (Note 1, paragraph (1)). 

 

 

 

 

F-103

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Note 34 Effects of changes in currency exchange rate

 

Current assets are denominated in the following currencies:

 

CURRENT ASSETS

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Current assets

 

 

Cash and cash equivalents

408,853,267

102,337,275

CLP

402,905,402

84,177,175

USD

1,578,633

975,193

Euros

1,718,676

303,571

$ARG

1,731,888

16,847,635

UYU

553,915

-

Others currencies

364,753

33,701

Other financial assets

4,468,846

1,380,474

CLP

2,382,562

1,227,252

USD

1,939,450

119,822

Euros

143,715

22,569

Others currencies

3,119

10,831

Other non-financial assets

21,495,398

16,376,293

CLP

17,623,617

9,274,830

USD

-

68

$ARG

3,669,157

7,101,395

UYU

202,624

-

Accounts receivable - trade and other receivables

211,504,047

204,570,870

CLP

137,392,333

128,498,015

U.F.

45,225

103,408

USD

23,341,142

20,142,827

Euros

7,263,490

6,973,740

$ARG

37,420,770

46,422,310

UYU

3,856,106

-

Others currencies

2,184,981

2,430,570

Accounts receivable from related companies

9,610,305

9,611,990

CLP

8,781,223

8,907,116

U.F.

326,816

422,033

USD

502,266

282,841

Inventories

153,085,845

141,910,972

CLP

128,884,391

118,219,722

USD

2,147,161

3,715,441

Euros

190,182

229,090

$ARG

20,562,043

19,746,719

UYU

1,302,068

-

Tax receivables

9,139,406

19,287,830

CLP

4,948,667

16,690,439

$ARG

3,821,003

2,597,391

UYU

369,736

-

Non-current assets held for sale

339,901

412,332

$ARG

339,901

412,332

Total current assets

818,497,015

495,888,036

     

 

 

 

CLP

702,918,195

366,994,549

U.F.

372,041

525,441

USD

29,508,652

25,236,192

Euros

9,316,063

7,528,970

$ARG

67,544,762

93,127,782

UYU

6,284,449

-

Others currencies

2,552,853

2,475,102

Total current assets by currencies

818,497,015

495,888,036

 

 

F-104

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Non-Current assets are denominated in the following currencies:

 

NON-CURRENT ASSETS

As of December 31, 2013

As of December 31, 2012

ThCh$

ThCh$

Non-current assets

 

 

Other financial assets

38,899

65,541

USD

38,899

65,541

Other non-financial assets

15,281,111

23,239,482

CLP

12,938,869

21,755,055

$ARG

2,342,242

1,484,427

Accounts receivable from related companies

350,173

414,115

U.F.

350,173

414,115

Investments accounted for using the equity method

17,563,028

17,326,391

CLP

17,474,121

17,235,882

$ARG

88,907

90,509

Intangible assets different than goodwill

64,033,931

60,932,038

CLP

50,821,202

49,211,219

$ARG

10,184,251

11,720,819

UYU

3,028,478

-

Goodwill

81,872,847

70,055,369

CLP

63,075,515

54,122,302

USD

5,689,609

-

$ARG

13,107,723

15,933,067

Property, plant and equipment (net)

680,994,421

612,328,661

CLP

588,473,246

534,910,116

$ARG

84,750,744

77,418,545

UYU

7,770,431

-

Biological assets

17,662,008

18,105,213

CLP

17,228,999

17,174,554

$ARG

433,009

930,659

Investment property

6,901,461

6,560,046

CLP

4,447,209

3,541,321

$ARG

2,454,252

3,018,725

Deferred tax assets

24,525,361

23,794,919

CLP

18,195,456

20,242,294

$ARG

6,214,869

3,552,625

UYU

115,036

-

Total non-current assets

909,223,240

832,821,775

     

 

 

 

CLP

772,654,617

718,192,743

U.F.

350,173

414,115

USD

5,728,508

65,541

$ARG

119,575,997

114,149,376

UYU

10,913,945

-

Total non-current assets by currencies

909,223,240

832,821,775

 

 

F-105

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Current liabilities are denominated in the following currencies:

 

CURRENT LIABILITIES

As of December 31, 2013

As of December 31, 2012

Until 90 days

More the 91 days until 1 year

Until 90 days

More the 91 days until 1 year

ThCh$

ThCh$

ThCh$

ThCh$

Current liabilities

 

 

 

 

Other financial liabilities

80,706,426

39,781,762

29,260,740

25,613,527

CLP

582,082

12,893,284

4,456,464

12,384,908

U.F.

71,901,110

3,245,208

1,828,034

2,958,439

USD

1,004,747

4,572,358

919,513

7,976,161

Euros

349,614

4,512,649

196,660

-

$ARG

5,360,901

14,558,263

21,860,069

2,294,019

UYU

1,447,337

-

-

-

Others currencies

60,635

-

-

-

Account payable - trade and other payables

182,569,595

938,520

164,942,914

449,534

CLP

123,801,751

938,520

108,134,279

415,325

USD

13,672,305

-

10,174,297

34,209

Euros

5,010,989

-

5,152,350

-

$ARG

36,372,742

-

41,143,583

-

UYU

3,281,466

-

-

-

Others currencies

430,342

-

338,405

-

Accounts payable to related companies

7,286,064

-

8,013,545

-

CLP

3,495,273

-

2,858,734

-

U.F.

-

-

408,575

-

Euros

3,790,791

-

4,746,236

-

Other short-term provisons

324,290

509,068

401,849

-

CLP

-

509,068

1,609

-

$ARG

324,290

-

400,240

-

Tax liabilities

1,591,825

9,325,040

-

7,096,722

CLP

1,539,101

5,866,328

-

4,516,584

$ARG

-

3,458,712

-

2,580,138

UYU

52,724

-

-

-

Employee benefits provisions

4,776,011

15,441,722

3,534,981

12,366,550

CLP

-

15,441,722

-

12,366,550

$ARG

4,541,954

-

3,534,981

-

UYU

234,057

-

-

-

Other non-financial liabilities

25,853,399

40,025,179

58,795,663

4,053,591

CLP

25,790,092

40,025,179

58,766,429

4,010,899

$ARG

63,307

-

29,234

42,692

Total current liabilities

303,107,610

106,021,291

264,949,692

49,579,924

         

 

 

 

 

 

CLP

155,208,299

75,674,101

174,217,515

33,694,266

U.F.

71,901,110

3,245,208

2,236,609

2,958,439

USD

14,677,052

4,572,358

11,093,810

8,010,370

Euros

9,151,394

4,512,649

10,095,246

-

$ARG

46,663,194

18,016,975

66,968,107

4,916,849

UYU

5,015,584

-

-

-

Others currencies

490,977

-

338,405

-

Total current liabilities by currency

303,107,610

106,021,291

264,949,692

49,579,924

 

 

F-106

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Non-Current liabilities are denominated in the following currencies:

 

NON-CURRENT LIABILITIES

As of December 31, 2013

As of December 31, 2012

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$

Non-current liabilities

 

 

 

 

 

 

Other financial liabilities

32,914,502

26,502,199

83,346,329

95,375,656

31,195,469

82,551,610

CLP

621,578

15,995,088

-

-

15,892,549

-

U.F.

7,096,557

6,727,915

81,519,913

77,304,824

6,444,726

80,779,119

USD

11,980,811

-

-

-

7,085,703

-

$ARG

13,215,556

3,779,196

1,826,416

18,070,832

1,772,491

1,772,491

Other accounys payable

841,870

-

-

724,930

-

-

CLP

6,148

-

-

-

-

-

USD

835,722

-

-

724,930

-

-

Accounts payable to related companies

377,020

-

-

2,391,810

-

-

CLP

-

-

-

6,521

-

-

U.F.

-

-

-

2,385,289

-

-

USD

377,020

-

-

-

-

-

Other long term provisions

1,233,623

797,604

103,895

-

1,281,866

211,414

CLP

-

-

32,710

-

-

25,000

$ARG

51,256

797,604

71,185

-

1,281,866

186,414

UYU

1,182,367

-

-

-

-

-

Deferred tax liabilities

17,458,151

6,671,487

48,903,776

21,092,438

7,146,940

48,518,634

CLP

16,769,961

6,212,693

41,108,341

20,206,973

6,556,630

40,810,095

$ARG

688,190

458,794

6,186,202

885,465

590,310

7,708,539

UYU

-

-

1,609,233

-

-

-

Employee benefits provisons

-

3,740

15,192,880

-

3,456

13,167,686

CLP

-

-

13,746,509

-

-

11,821,375

$ARG

-

3,740

1,446,371

-

3,456

1,346,311

Total non-current liabilities

52,825,166

33,975,030

147,546,880

119,584,834

39,627,731

144,449,344

             

 

 

 

 

 

 

 

CLP

17,397,687

22,207,781

54,887,560

20,213,494

22,449,179

52,656,470

U.F.

7,096,557

6,727,915

81,519,913

79,690,113

6,444,726

80,779,119

USD

13,193,553

-

-

724,930

7,085,703

-

$ARG

13,955,002

5,039,334

9,530,174

18,956,297

3,648,123

11,013,755

UYU

1,182,367

-

1,609,233

-

-

-

Total non-current liabilities by currency

52,825,166

33,975,030

147,546,880

119,584,834

39,627,731

144,449,344

 

 

 

F-107

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013

ThCh$

Within 1 year

77,263,540

Between 1 and 5 years

67,518,487

Over 5 years

54,820,005

Total

199,602,032

 

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, 2013 is as follows:

 

Purchase and supply agreementsistros

Purchase and supply agreements

Purchase and contract related to wine and grape

ThCh$

ThCh$

Within 1 year

55,018,252

6,352,000

Between 1 and 5 years

109,371,139

5,844,737

Over 5 years

55,244,004

1,027,207

Total

219,633,395

13,223,944

 

Capital investment commitments

 

As of December 31, 2013, the Company had capital investment commitments related to Property, plant and equipment and intangibles (software) for approximately ThCh$ 117,308,979.

 

Litigation

 

The following are the most significant proceedings faced by the Company and its subsidiaries, including all those present a possible risk of occurrence and causes whose committed amounts, individually, are more than ThCh$ 25,000.

F-108

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

Proceedings and claim

 

Subsidiary

Court

Number

Description

Status

Estimated accrued loss contingency

Viña San Pedro de Tarapacá S.A.

1° Jusgado de Letras del Trabajo de Santiago

655-2009

Interpretation of collective bargaining agreement ilegal discounts of remuneration and restitution if the discounted amounts

VSPT Lost the trial. the case was submitted to the Juzgado de Cobranza Laboral y Previsional. Who must practice the liquidation od the award. Pending practice the liquidation.

ThCh$ 15,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first intance in Argentina

 

Labor trial for layoff.

On evidentiary phase.

US$ 30,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first intance in Argentina

 

Labor trial for layoff.

On evidentiary phase.

US$ 28,000

Compañía Industrial Cervecera S.A. (CICSA)

Court of first intance in Argentina

 

Labor trial for layoff.

On evidentiary phase.

US$ 84,000

Sidra La Victoria S.A.

Court of first intance in Argentina

 

Labor trial for work accident.

On evidentiary phase.

US$ 59,000

Saenz Briones S.A.

Court of first intance in Argentina

 

Labor trial for layoff.

On evidentiary phase.

US$ 136,000

Compañía Industrial Cervecera S.A. (CICSA)

 

 

City Council´s Administrative Claim related to advertising and publicity feeds

The process is in pre-trial administrative phase.

US$ 618,000

 

 

 

 

 

 

 

 

F-109

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

The Company and its subsidiaries have established provisions to allow for such contingencies for ThCh$ 1,294,570 and ThCh$ 984,466, as of December 31, 2013 and 2012, respectively (See Note 29). 

 

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, 2013, the subsidiary Viña San Pedro Tarapacá S.A. (VSPT) has not granted direct guarantees as part of its common financing operations. Nevertheless, its VSPT has entered into indirect guarantees as joint guarantors of financing operations by Finca La Celia subsidiary, in the Republic of Argentina.

                                                                                                                         

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

 

The subsidiary Finca la Celia maintains financial debt with local banks in Argentina, guaranteed by VSPT through stand-by letters issued by Banco del Estado de Chile, according to the following detail:

 

Institution

Amount

Due date

Banco San Juan

USD 1,000,000

May 20, 2014

Banco Patagonia

USD 2,000,000l

January 17, 2014

Banco Patagonia

USD 1,500,000

January 17, 2014

Banco BBVA Francés

USD 1,500,000

October 24, 2013

Banco Santander Río

USD 1,000,000

August 17, 2014

 

 

 

 

The mentioned stand-by letters 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 VSPT Board of Directors on May 2, 2012.

 

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, 1 year term, renewable for equal period during the term of the loan.

 

On July 11, 2013, the subsidiary in argentina Saenz Briones & Cía. S.A. (SB), has signed a loan agreement with the CITIBANK Bank of Argentina, which restricted its ability to distribute profits in each year. The loan was by 10,000,000 argentine pesos and whose return was agreed in 9 (nine) quotes with different maturities. Until SB not pay this loan, plus interest or commissions, fees and expenses, may not make any payment to its shareholders (including, without limitation, distribution of profits or dividends, advances, withdrawals from account or similar, as well as any payment made in connection with rebuy it, rescue or redemption of all or part of its shares) for an amount that exceeds the 50% of the profits that the SB is legally empowered to distribute as dividends with regard to each of its years. It should be noted, for the purposes of the above restriction, that the last date of maturity of the loan is July 11, 2016.

 

Note 36 Environment

 

Major Environmental costs accrued as of December 3, 2013, in the Industrial Units of CCU S.A. are distributed as follows:

 

- IWWT Expenses: 55.0 %.

 

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

 

 

 

F-110

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

- SIR Expenses: 30.4 %.

 

These expenses are related to the handling and disposal of Solid Industrial Residues (SIR), including hazardous Waste (ResPel) and recyclable residues.

 

- Gas Emission Expenses: 1.3 %.

 

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

 

- Other Environmental Expenses: 13.3 %

 

Those expenses are related to the verification and compliance of Food Safety, Environmental Management and Operational Health & Safety Management Standards (ISO 22000, ISO 14000 and ISO 18000 OHSAS respectively) in our industrial sites, which are in different stages of implementation and certification.

 

The most relevant investments made during the year 2013, are listed below:

 

-     Compañía Cervecería Kunstmann. New waste water treatment plant (UF 3,791) and Fire risk prevention project (UF 2,940), scheduled for December 2014 and December 2013, respectively.

 

-     CPCh.  For all plants seism risks prevention: Mechanical strengthening of tanks (UF 25,010) and waste treatment third phase (UF 239), both scheduled for December 2014.

 

-     CCU Chile: Santiago Plant, IWWT improvement project (second phase) (UF 17,034), Hazardous Material Storage Improvement Project (DS 78) (UF 2,169), Electric Forklifts (UF 1,223), Brewhouse Energy Recovery System (UF 897) and Label Compactor (UF 858).

 

-     CCU Chile. Temuco Plant: Sludge Filter Press (UF 4,912), Energy Saving Project (UF 2,635) and IWWT Air Injection System (UF 277).

 

-     VSPT. Molina Plant:  seism Risk Prevention Project  FES (UF 690), IWWT Automations (UF 431), IWWT Flowmeter (UF 206), Trash Containers (UF 255) and LED Lighting System (UF 224). In Lontué Plant: IWWT Improvement Project (UF 492) and Hazardous Material Storage Improvement Project (UF 255). Isla de Maipo Plant:  IWWT Sludge Treatment Improvement Project (UF 367) and Hazardous Waste Storage Improvement Project (UF 410).

 

-     ECUSA. Santiago:  Steam, Water and EE Monitoring Instrumentation  (UF 6,479), Fire Risk Prevention (UF 3,604), CIP Recovery Project (UF 2,444), Waste Water Monitoring Project (UF 1,899), Food Safety (UF 937), Boiler Improvement Project (NOX emissions) (UF 1,904), Water Recovery Project (UF 941), Recycling Project (UF 482). Antofagasta Plant:  Fire Prevention Project  (UF 436).

 

-     CCU Argentina. Santa Fé plant: Thermal Energy Saving Project (UF 4,553), finalized.

 

-     Plasco. EE Monitoring Instrumentation (UF 1,708) being implemented, Well Improvement Project (UF 840) finalized, Energy Saving Project (UF 375), completed and expanded to other facilities and Hazardous Waste Storage Improvement Project  (UF 141), being implemented.

 

-     Aguas CCU-Nestlé S.A. Outdoor solar lighting (UF 359), Foods Safety Improvement Project (UF 325), Seism Risk Prevention Project  FES (UF 309), Fire Risk Prevention (UF 243) and Water Monitoring Instrumentation (UF 77).

.

 

 

 

F-111

 


 

Compañía Cervecerías Unidas S.A.

Notes to the Consolidated Financial Statements

December 31, 2013 

 

 

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, 2013

As of December 31, 2012

Expenditure

Investment

Committed amount in future periods

Estimated date completion of disbursements

Expenses

Investment

ThCh$

ThCh$

ThCh$

 

ThCh$

ThCh$

CCU Chile Ltda.

Disposal of industrial solids, liquids and other residues

1,519,954

326,647

454,110

Dec-2014

1,141,905

3,381,424

Cía Industrial Cervecera S.A.

Disposal of industrial solids, liquids and other residues

1,479,161

83,285

26,480

Feb-2014

1,403,189

424,005

Cía. Pisquera de Chile S.A.

Disposal of industrial solids, liquids and other residues

222,216

745,859

10,979

Dec-2014

157,638

732,193

Transportes CCU Ltda.

Disposal of industrial solids, liquids and other residues

270,280

-

-

-

211,546

54,335

VSPT S.A.

Disposal of industrial solids, liquids and other residues

399,292

71,607

6,410

Dec-2014

276,516

73,504

Otros

Disposal of industrial solids, liquids and other residues

789,749

579,616

119,578

Dec-2014

514,022

562,107

 

 

 

 

 

 

 

 

 

 

Note 37 Subsequent Events

 

 

A.   The Consolidated Financial Statements of CCU S.A. have been approved by the Board Directors on February 4, 2014.

 

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-112

   
 

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/ Felipe Dubernet       
  Chief Financial Officer 
 

 

Date: February 13, 2014