UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No. 1
REGISTRATION STATEMENT PURSUANT TO S
E
CTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report _____________
For the transition period from _____________ to _____________
Commission file number |
COMPAÑÍA CERVECERÍAS UNIDAS S.A.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Republic of Chile
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
_________________________________________
Securities registered or to be registered pursuant to section 12(b) of the Act.
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
* | ||
CCU | Santiago Stock Exchange Chile Electronic Stock Exchange |
__________
* Not for trading, but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not applicable
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Common stock, with no par value: 369,502,872
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
x
NO
¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
YES
¨
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x
NO
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x
NO
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
x
Accelerated filer
¨
Non-accelerated filer
¨
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
¨
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
¨
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b).
¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
¨
¨
by the International Accounting Standards Board
x
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
ITEM 17
¨
ITEM 18
¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
¨
NO
Auditor Firm: | Auditor Firm ID: | Auditor Firm Location: | ||
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the Annual Report on Form 20-F of Compañía Cervecerías Unidas S.A. for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission (“SEC”) on April 28, 2023 (the “Form 20-F”). In the Form 20-F we inadvertently included a prior version of the signature block in the document titled “Report of Independent Registered Public Accounting Firm” (the “Audit Report”) under Item 18 in the report of PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada. The Audit Report was signed by PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada and delivered to us prior to the original filing of the Form 20-F, but the correct version with the conformed signature line was inadvertently omitted from the version of the Audit Report included in the filing.
This Form 20-F/A is being filed solely to include the inadvertently omitted conformed signature of PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada in the Audit Reports relating to the consolidated financial statements.
In order to comply with certain requirements of the SEC rules in connection with this filing, this Amendment includes Item 18. Financial Statements and Item 19. Exhibits.
No other changes were made to the Audit Report or to the Form 20-F. The consolidated financial statements and notes to consolidated financial statements have remained the same as that previously filed in the Form 20-F.This Amendment reflects information as of the filing date of the Form 20-F, does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Form 20-F, except as specifically noted above.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed as of the date of, and are re-filed as part of, this Amendment No. 1 as Exhibits 12.1, 12.2, 13.1 and 13.2. The only change in these certifications from the certifications of the Company’s principal executive officer and principal financial officer filed as exhibits to the Form 20-F is their date. In addition, the Company is also attaching as Exhibit 101 hereto the Interactive Data File disclosure furnished as Exhibit 101 to the Form 20-F. No changes have been made to the Interactive Data File disclosure furnished as Exhibit 101 to this Amendment from the Interactive Data File disclosure furnished as Exhibit 101 to the Form 20-F
.
ITEM 18: Financial Statements
See Annex for the Financial Statements.
ITEM 19: Exhibits
Index to Exhibits
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101.INS |
XBRL Instance Document. |
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101.SCH |
XBRL Taxonomy Extension Schema Document. |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment on its behalf.
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Compañía Cervecerías Unidas S.A. |
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By: |
/s/ Patricio Jottar |
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Name: |
Patricio Jottar |
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Title: |
Chief Executive Officer |
Dated: May 1
st
, 2023
COMPAÑÍA CERVECERÍAS UNIDAS S.A. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
(Figures expressed in thousands of Chilean pesos)
As of
December 31, 2022
and 2021 and for the three
years
ended December 31, 2022
INDEX
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Compañía Cervecerías Unidas S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of Compañía Cervecerías Unidas S.A. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
April 28, 2023
Compañía Cervecerías Unidas S.A.
2
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s 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 generally accepted accounting principles. A company’s 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 the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 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 effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
April 28, 2023
Compañía Cervecerías Unidas S.A.
3
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Intangible Assets with Indefinite Useful Life (Trademarks) and Goodwill Impairment Assessment
As described in Notes 2.15, 2.16, 17 and 18 to the consolidated financial statements, the Company’s consolidated intangible assets with indefinite useful life (trademarks) and goodwill balances, as of December 31, 2022, were ThCh$ 142,547,210
and ThCh$ 136,969,434, respectively.
Management conducts an impairment test annually or more frequently if events or changes in circumstances indicate potential impairment. An impairment loss is recognized for the amount by which the carrying amount of the cash generating unit exceeds its recoverable amount. The recoverable amount of the cash generating unit is the higher of value in use and fair value less costs to sell. The value in use is determined by management using a discounted cash flow model. Management’s cash flow projections included significant judgments and assumptions relating to perpetual growth rates and discount rates.
The principal considerations for our determination that performing procedures relating to the intangible assets with indefinite useful life (trademarks) and goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the value-in-use calculation of the cash generating units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s cash flow projections and significant assumptions related perpetual growth rates and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
April 28, 2023
Compañía Cervecerías Unidas S.A.
4
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s intangible assets with indefinite useful life (trademarks) and goodwill impairment assessment, including controls over the valuation of the Company’s cash generating units. These procedures also included, among others (i) testing management’s process for developing the estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the perpetual growth rates and discount rates. Evaluating management’s assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the cash generating units, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount rates assumptions.
/s/ PricewaterhouseCoopers
Consultores, Auditores y Compañía
Limitada
Santiago, Chile
April 28, 2023
We have served as the Company’s auditor since at least 1992, which is when the Company became subject to SEC reporting requirements. We have not been able to determine the specific year we began serving as auditor of the Company.
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Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Financial Position (Figures expressed in thousands of Chilean pesos) |
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ASSETS |
Notes |
As of December 31, 2022 |
As of December 31, 2021 |
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ThCh$ |
ThCh$ |
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Current assets |
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Cash and cash equivalents |
8 |
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Other financial assets |
7 |
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Other non-financial assets |
9 |
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Trade and other current receivables |
10 |
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Accounts receivable from related parties |
11 |
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Inventories |
12 |
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Biological assets |
13 |
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Current tax assets |
25 |
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Total current assets other than non-current assets of disposal groups classified as held for sale |
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Non-current assets of disposal groups classified as held for sale |
14 |
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Total Non-current assets of disposal groups classified as held for sale |
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Total current assets |
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Non-current assets |
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Other financial assets |
7 |
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Other non-financial assets |
9 |
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Trade and other non-current receivables |
10 |
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Accounts receivable from related parties |
11 |
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Investments accounted for using equity method |
16 |
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Intangible assets other than goodwill |
17 |
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Goodwill |
18 |
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Property, plant and equipment (net) |
19 |
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Investment property |
20 |
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Right of use assets |
22 |
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Deferred tax assets |
25 |
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Non-current tax assets |
25 |
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Total non-current assets |
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Total Assets |
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The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
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Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Financial Position (Figures expressed in thousands of Chilean pesos) |
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ies and equity
)
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LIABILITIES AND EQUITY |
Notes |
As of December 31, 2022 |
As of December 31, 2021 |
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LIABILITIES |
ThCh$ |
ThCh$ |
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Current liabilities |
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Other financial liabilities |
21 |
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Current lease liabilities |
22 |
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Trade and other current payables |
23 |
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Accounts payable to related parties |
11 |
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Other current provisions |
24 |
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Current tax liabilities |
25 |
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Provisions for employee benefits |
26 |
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Other non-financial liabilities |
27 |
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Total current liabilities |
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Non-current liabilities |
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Other financial liabilities |
21 |
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Non-current lease liabilities |
22 |
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Trade and other non-current payables |
23 |
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Other non-current provisions |
24 |
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Deferred tax liabilities |
25 |
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Provisions for employee benefits |
26 |
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Total non-current liabilities |
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Total liabilities |
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EQUITY |
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Equity attributable to equity holders of the parent |
28 |
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Paid-in capital |
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Other reserves |
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( |
( |
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Retained earnings |
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Total equity attributable to equity holders of the parent |
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Non-controlling interests |
29 |
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Total Shareholders' Equity |
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Total Liabilities and Shareholders' Equity |
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The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
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Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Income (Figures expressed in thousands of Chilean pesos) |
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CONSOLIDATED STATEMENT OF INCOME |
Notes |
For the years ended December 31, |
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2022 |
2021 |
2020 |
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ThCh$ |
ThCh$ |
ThCh$ |
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Net sales |
6 |
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Cost of sales |
30 |
( |
( |
( |
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Gross margin |
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Other income by function |
31 |
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Distribution costs |
30 |
( |
( |
( |
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Administrative expenses |
30 |
( |
( |
( |
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Other expenses by function |
30 |
( |
( |
( |
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Other gains (losses) |
32 |
( |
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( |
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Income from operational activities |
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Finance income |
33 |
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Finance costs |
33 |
( |
( |
( |
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Share of net income (loss) of joint ventures and associates accounted for using the equity method |
16 |
( |
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( |
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Gains (losses) on exchange differences |
33 |
( |
( |
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Result as per adjustment units |
33 |
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( |
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Income before taxes |
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Income tax (expense) benefit |
25 |
( |
( |
( |
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Net income |
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Net income attributable to: |
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Equity holders of the parent |
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Non-controlling interests |
29 |
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Net income |
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Basic earnings per share (Chilean pesos) from: |
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Continuing operations |
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Diluted earnings per share (Chilean pesos) from: |
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Continuing operations |
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The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
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Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Comprehensive Income (Figures expressed in thousands of Chilean pesos) |
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
Notes |
For the years ended December 31, |
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2022 |
2021 |
2020 |
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ThCh$ |
ThCh$ |
ThCh$ |
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Net income |
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Other comprehensive income |
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Components of other comprehensive income (loss) that will not be reclassified to income for the year, before taxes |
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Gains (losses) from defined benefit plans |
28 |
( |
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( |
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Other comprehensive income (loss) that will not be reclassified to income for the year, before taxes |
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( |
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( |
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Components of other comprehensive income (loss) that will be reclassified to income for the year, before taxes |
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Gains (losses) on exchange differences on translation |
28 |
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( |
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Gains (losses) on cash flow hedges |
28 |
( |
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Other comprehensive income (loss) that will be reclassified to income for the year, before taxes |
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( |
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( |
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Other comprehensive income (loss), before tax |
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( |
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( |
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Income taxes related to components of other comprehensive income (loss) that will not be reclassified to income for the year |
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Income tax relating to defined benefit plans |
28 |
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( |
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Income taxes related to components of other comprehensive income (loss) that will not be reclassified to income for the year |
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( |
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Income taxes related to components of other comprehensive income (loss) that will be reclassified to income for the year |
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Income tax relating to cash flow hedges |
28 |
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( |
( |
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Income taxes related to components of other comprehensive income (loss) that will be reclassified to income for the year |
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( |
( |
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Total other comprehensive income (loss) |
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( |
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( |
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Comprehensive income |
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Comprehensive income attributable to: |
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Equity holders of the parent |
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Non-controlling interests |
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Total Comprehensive income |
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The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
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Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Changes in Equity (Figures expressed in thousands of Chilean pesos) |
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STATEMENT OF CHANGES IN EQUITY |
Paid in capital |
Other reserves |
Total other reservations |
Retained earnings |
Equity attributable to equity holders of the parent |
Non-controlling interests |
Total Shareholders' Equity |
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Common Stock |
Reserve of exchange differences on translation |
Reserve of cash flow hedges |
Reserve of Actuarial gains and losses on defined benefit plans |
Other reserves |
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ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
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Balanced as of January 1, 2020 |
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( |
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( |
( |
( |
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Changes |
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Final dividends (1) |
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( |
( |
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( |
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Interim dividends (2) |
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( |
( |
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( |
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Interim dividends according to policy (3) |
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( |
( |
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( |
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Other increase (decrease) in Equity (5) |
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( |
( |
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Effects business combination (6) |
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Total comprehensive income (loss) (7) |
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( |
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( |
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( |
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Increase (decrease) through changes in ownership interests in subsidiaries (8) |
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( |
( |
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( |
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Total changes in equity |
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( |
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( |
( |
( |
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( |
( |
( |
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AS OF DECEMBER 31, 2020 |
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( |
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( |
( |
( |
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Balanced as of January 1, 2021 |
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( |
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( |
( |
( |
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|
|
|
Changes |
|
|
|
|
|
|
|
|
|
|
|
Final dividends (1) |
|
|
|
|
|
|
( |
( |
|
( |
|
Interim dividends (2) |
|
|
|
|
|
|
( |
( |
|
( |
|
Interim dividends according to policy (3) |
|
|
|
|
|
|
( |
( |
|
( |
|
Eventual dividends (4) |
|
|
|
|
|
|
( |
( |
|
( |
|
Other increase (decrease) in Equity (5) |
|
|
|
|
|
|
|
|
( |
( |
|
Total comprehensive income (loss) (7) |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) through changes in ownership interests in subsidiaries (9) |
|
|
|
|
( |
( |
|
( |
( |
( |
|
Total changes in equity |
|
|
|
|
( |
|
( |
|
|
|
|
AS OF DECEMBER 31, 2021 |
|
( |
|
( |
( |
( |
|
|
|
|
|
Balanced as of January 1, 2022 |
|
( |
|
( |
( |
( |
|
|
|
|
|
Changes |
|
|
|
|
|
|
|
|
|
|
|
Final dividends (1) |
|
|
|
|
|
|
( |
( |
|
( |
|
Interim dividends (2) |
|
|
|
|
|
|
( |
( |
|
( |
|
Interim dividends according to policy (3) |
|
|
|
|
|
|
( |
( |
|
( |
|
Other increase (decrease) in Equity (5) |
|
|
|
|
|
|
|
|
( |
( |
|
Total comprehensive income (loss) (7) |
|
|
( |
( |
( |
( |
|
|
|
|
|
Increase (decrease) through changes in ownership interests in subsidiaries (10) |
|
|
|
|
|
|
|
|
( |
( |
|
Increase (decrease) for other contribitions from owners (11) |
|
|
|
|
|
|
|
|
|
|
|
Total changes in equity |
|
|
( |
( |
( |
( |
|
|
|
|
|
AS OF DECEMBER 31, 2022 |
|
( |
( |
( |
( |
( |
|
|
|
|
|
(1) |
Corresponds to the difference between the final dividend and CCU’s policy of distributing a minimum dividend of at least 50% of income ( Note 28 - Common Shareholders’ Equity |
|
(2) |
Corresponds to Interin dividends that were paid on Decembre 30, 2020, October 29, 2 0 21 and December 29, 2022 as agreed by the Board of Directors. |
|
(3) |
Corresponds to the difference between CCU’s policy to distribute a minimum dividend of at least 50% of the income ( Note 28 - Common Shareholders’ Equity id as of December 31 of each year. |
|
(4) |
Corresponds to eventual dividend No. 263 that was paid as of December 3, 2021, against retained earnings ( Note 28 - Equity attributable to owners of the parent company ). |
|
(5) |
Mainly related to dividends of Non-controlling interest. |
|
(6) |
See Note 15 - Business Combinations, letter b) |
|
(7) |
See Note 28 - Common Shareholders’ Equity |
|
(8) |
See Note 1 – General information, letter C, numbers (17) and (18). |
|
(9) |
See Note 1 – General information, letter C, numbers (3) and (4). |
|
(10) |
See Note 1 – General information, letter C, numbers (4). |
|
(11) |
See Note 1 – General information, letter C, number (11). |
The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Consolidated Statement of Cash Flow (Figures expressed in thousands of Chilean pesos) |
|
|
CONSOLIDATED STATEMENT OF CASH FLOW |
Notes |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Cash flows from operating activities |
|
|
|
|
|
Classes of cash receipts from operating activities: |
||||
|
Proceeds from goods sold and services rendered |
|
|
|
|
|
Other proceeds from operating activities |
|
|
|
|
|
Classes of cash payments from operating activities: |
||||
|
Payments of operating activities |
( |
( |
( |
|
|
Payments of salaries |
( |
( |
( |
|
|
Other payments for operating activities |
( |
( |
( |
|
|
Cash flow from operations |
|
|
|
|
|
Dividends received |
|
|
|
|
|
Interest paid |
( |
( |
( |
|
|
Interest received |
|
|
|
|
|
Income tax paid |
( |
( |
( |
|
|
Other cash movements |
32 |
|
( |
|
|
Net cash inflow from operating activities |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Cash flows used to obtain control of subsidiaries or other businesses |
8 |
|
|
( |
|
Charges to related entities |
|
|
|
|
|
Proceeds from the sale of interests in joint Ventures (*) |
|
|
|
|
|
Other payments to acquire interests in joint Ventures and associates |
8 |
( |
( |
( |
|
Proceeds from sales of property, plan and equipment |
|
|
|
|
|
Purchase of property, plant and equipment |
( |
( |
( |
|
|
Purchases of intangibles assets |
( |
( |
( |
|
|
Other cash movements |
|
( |
|
|
|
Net cash (outflow) from investing activities |
|
( |
( |
( |
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from changes in ownership interests in subsidiaries that do not result in loss of control |
8 |
( |
( |
( |
|
Proceeds from long-term loans and bonds |
|
|
|
|
|
Proceeds from short-term loans and bonds |
|
|
|
|
|
Total proceeds from loans and bonds |
|
|
|
|
|
Loan from related entities |
|
|
|
|
|
Loan and bonds payments |
( |
( |
( |
|
|
Proceeds from capital contribution |
|
|
|
|
|
Payments of lease liabilities |
( |
( |
( |
|
|
Payments of loan from related parties |
( |
|
( |
|
|
Dividends paid |
( |
( |
( |
|
|
Other cash movements |
|
|
|
|
|
Net cash (outflow) inflow from financing activities |
|
|
( |
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
( |
|
|
Effects of exchange rate changes on cash and cash equivalents |
|
( |
( |
( |
|
Increase (decrease) in cash and cash equivalents |
|
|
( |
|
|
Cash and cash equivalents at beginning of the year |
|
|
|
|
|
Cash and cash equivalents at end of the year |
8 |
|
|
|
(*) Includes income from the sale of Bauza.
The accompanying notes 1 to 36 are an integral part of these Consolidated Financial Statements.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
Note |
|
A) |
Company information |
Compañía Cervecerías Unidas S.A. (hereinafter also “CCU”, “the Company” or “the Parent Company”) was incorporated in Chile as an open stock company, and is registered in the Securities Registry of the Comisión para el Mercado Financiero (CMF) under Nº 0007, and consequently, the Company is overseen by the CMF. The Company’s shares are traded in Chile on the Santiago Stock Exchange and Electronic Stock Exchange. The Company is also registered with the United States of America Securities and Exchange Commission (SEC) and its American Depositary Shares (ADS)’s are traded in the New York Stock Exchange (NYSE). There was an a
mendment to the Deposit Agreement dated December 3, 2012, between the Company, JP Morgan Chase Bank, NA and all holders of ADRs, whereby there was a change in the ADS ratio from 5 common shares for each ADS to 2 common shares for each AgDS, effective as of December 20, 2012.
Compañía Cervecerías Unidas S.A. is a diversified beverage company, with operations mainly in Chile, Argentina, Uruguay, Paraguay, Colombia and Bolivia. CCU is the largest Chilean brewer, the second largest brewer in Argentina, the second largest producer of soft drinks in Chile, the second largest producer of wines in Chile, the largest producer of bottled water, nectars, sports drinks and iced tea in Chile and one of the largest producers of pisco in Chile. It also participates in the Home and Office Delivery ("HOD") business, a home delivery business of purified water in bottles through the use of dispensers; in the rum industry, other liquors, recently in ciders in Chile. It participates in the cider, liquor and wine industry in Argentina. It also participates in the mineral water, soft drinks, water, nectars and beer distribution industry in Argentina, Uruguay, Paraguay, Colombia and Bolivia.
Compañía Cervecerías Unidas S.A. is under the control of Inversiones y Rentas S.A. (IRSA), which is the direct and indirect owner of 65.87 % of the Company’s shares. IRSA is currently a joint venture between Quiñenco S.A. and Heineken Chile 50 % equity participation.
SpA
, a company controlled by Heineken International
B.V., each with a 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, 2022,
the Company had a total
employees detailed as follows:
|
|
Number of employes |
|
|
|
Parent company |
Consolidated |
|
Senior Executives |
|
|
|
Managers and Deputy Managers |
|
|
|
Other workers |
|
|
|
Total |
|
|
The Consolidated Financial Statements include: Statement of Financial Position, Statement of Income, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows (direct method), and the Accompanying Notes with disclosures.
In the accompanying Statement of Financial Position, assets and liabilities that are classified as current, are those with maturities equal to or less than twelve months, and those classified as non-current, are those with maturities greater than twelve months. In turn, in the Consolidated Statement of Income, expenses are classified by function, and the nature of depreciation and personnel expenses is identified in footnotes. The Consolidated Statement of Cash Flows is presented using the direct method.
The figures of the Consolidated Statement of Financial Position and respective explanatory notes are presented compared with the balances as of December 31, 2021 and the Consolidated Statement of Changes in Shareholders' Equity, Consolidated Statement of Income by Function, Consolidated Statement of Comprehensive Income, Consolidated Statement of Cash Flows and respective explanatory notes are presented compared with balances as of December 31, 2021 and 2020.
These Consolidated Financial Statements are presented in thousands of Chilean pesos (ThCh$) and have been prepared from the accounting records of Compañía Cervecerías Unidas S.A. and its subsidiaries. All amounts have been rounded to thousand Chilean pesos, except when otherwise indicated.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The Company’s functional currency and presentation currency is the Chilean peso, except for some subsidiaries in Chile, United States, Argentine, Uruguay, Paraguay, Bolivia and United Kingdom that use the US Dollar, Argentine peso, Uruguayan Peso, Paraguayan guaraní, Bolivian and Sterling Pound, respectively. The functional currency of joint operations in Chile and Colombia and associates in Argentine and Perú, are the Chilean peso and Colombian peso, Argentine peso and the Sol, respectively. However they use the Chilean peso as the presentation currency for consolidation purposes.
Subsidiaries whose functional currencies are not the Chilean peso and are not a currency from a country which economy has been classified as hyperinflationary, have converted their financial statement from their functional currency to the Group’s presentation currency, which is the Chilean peso. The following exchange rates have been used: for the Consolidated Statement of Financial Position and the Consolidated Statement of Changes in Equity, net at the year-end exchange rate, and for the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income and the Consolidated Statement of Cash Flows at the transaction date exchange rate or at the average monthly exchange rate, as appropriate. For consolidation purposes, the assets and liabilities of subsidiaries whose functional currency is different from the Chilean peso, are translated into Chilean pesos using the exchange rates prevailing at the date of the Consolidated Financial Statements while the Gains (losses) on exchange differences caused by the conversion of assets and liabilities are recorded in the Conversion Reserves account under Other equity reserves. Income, costs and expenses are translated at the average monthly exchange rate for the respective periods. These exchange rates have not undergone significant fluctuations during the year, with the exception of subsidiaries in hyperinflationary economies. (See ).
Note 2 –Summary of significant accounting policies, (2.4)
|
B) |
Brands and licensing |
In Chile, its portfolio of brands in the beer category consists of its own CCU brands, international licensing brands, and distribution of Craft brands. CCU’s own brands correspond to national products produced, marketed, and distributed by Cervecera CCU Chile Ltda. which include the following brands among others; Cristal, Escudo, Royal Guard, Morenita, Dorada, Andes, Bavaria, and Stones in its Lemon, Maracuyá and Red Citrus varieties. The international licensing brands are mostly produced while others are imported. All are marketed and distributed by Cervecera CCU including among others, Heineken, Sol, Coors, Blue Moon, Birra Moretti and Edelweiss brands. The Craft brands of beers (Austral, Polar Imperial, Patagonia, Kunstmann, Szot, Guayacán, D´olbek, Mahina and Volcanes del Sur) are created and mostly produced in their original breweries and in partnership with Cervecera CCU marketed and distributed by the Company.
In the Chile operating segment, in the non-alcoholic beverage’s category, CCU has the Bilz, Pap, Kem, Kem Xtreme, Nobis, Pop, Cachantun, Mas, Mas Woman and Porvenir brands. In the HOD category, CCU has the Manantial brand. The Company, directly or through its subsidiaries, has licensing agreements with Pepsi, 7up, Mirinda, Gatorade, Adrenaline Red, Lipton Ice Tea, Crush, Canada Dry Limón Soda, Canada Dry Ginger Ale, Canada Dry Agua Tónica, Nestlé Pura Vida, Watt’s, Watt´s Selección and Frugo. In Chile, CCU is the exclusive distributor of the Red Bull energy drink and Perrier water. Through a joint venture it also has its own brands, Sprim and a license for the Vivo and Caricia brands.
Additionally, in the Chile operating segment, in the pisco and cocktails categories, CCU owns the Mistral, Tres Erres, Campanario, Horcón Quemado, Control Valle del Encanto, Espíritu de los Andes, La Serena, Iceberg, Hard Fresh, Ruta Cocktail, Sabor Andino Sour, Sol de Cuba, brands, together with the respective line extensions, as applicable. In the rum category, the Company owns the Sierra Morena (and their extensions) and Cabo Viejo brands. In the liquor category, the Company has the Kantal, Fehrenberg and Barsol brands and is the exclusive distributor in Chile of Pernod Ricard brands in the traditional channel and exclusive distributor in Chile of Fratelli Branca brands for all channels.
Finally, in the cider category, the Company owns the Cygan and distributes the Villa
Pehuenia
brand and Sidra 1888.
On August 8th 2019 CCU announced that its subsidiary Compañía Pisquera de Chile S.A. (“CPCh”) acting through out Inversiones Internacionales SpA. and International Spirits Investments USA LLC, have communicated to LDLM Investment LLC their decision to initiate the sell of its whole participation in Americas Distilling Investment LLC (“ADI”) which amount to 40 %. ADI is the owner of the Peruvian Company Bodega San Isidro S.R.L. and the Barsol brand. That sales process initiated by CPCh did not take place, because the terms and conditions described in the offers presented by the interested parties were not feasible or satisfactory.
In Argentina, CCU produces beer in its plants located in Salta, Santa Fe and Luján. Its main brands are Schneider, Imperial, Palermo, Santa Fé, Salta, Córdoba, Isenbeck, Norte and Iguana. At the same time, it is the holder of exclusive license for the production and marketing of Miller Genuine Draft, Heineken, Amstel, Sol, Warsteiner and Grolsch. CCU also imports Kunstmann and Blue Moon brands, and exports beer to different countries, mainly under the Schneider, Heineken and Imperial brands. Besides, participates in the cider business, with control of Sáenz Briones, marketing the leading market brands “Sidra Real”, “La Victoria” and “1888” in addition to the Pehuenia brand. Also participates in the spirits business, which are market under El Abuelo brand, in addition to importing pisco from Chile and has a presence in the Hard Seltzer category with its Hard Fresh brand. Its wine portfolio includethe sale and distribution of the Eugenio Bustos and La Celia brands. Since June 2019 has incorporated to its wine portfolio Colón, Graffina and Santa Silvia brands belonging to Finca La Celia (subsidiary in Argentina of the Chilean subsidiary Viña San Pedro de Tarapacá S.A. (“VSPT”)).
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Between April and November 2022, CCU acquired 50 % of Aguas de Origen S.A. and 49 % of Aguas Danone de Argentina S.A., entering to the mineral water, flavored water and powdered juice businesses, participating with the brands Villavicencio, Villa del Sur, Ser and Brío.
In the Wine Operating Segment, CCU through its subsidiary VSPT has an extensive portfolio of wine brands produced by the eight wineries that make up the group. Among them are: Altaïr, Cabo de Hornos, Sideral, 1865, Castillo de Molina, Epica, Gato (in domestic market) and GatoNegro (in export market) from Viña San Pedro, the Reserva and Gran Reserva lines of Viña Tarapacá and its Blue and Black labels; Viña Leyda in its Reserva, Single Vineyard and Lot series; Misiones de Rengo Varietal, Reserva, Cuvée, Gran Reserva Black, Mision, and its Sparkling line; in addition to Alpaca, Reservado and Siglo de Oro Reserva de Viña Santa Helena; and in the sparkling category, Viñamar in its expressions Traditional Method, Extra Brut, Rosé, Moscato, Brut, Unique Brut, Unique Moscato, ICE and Zero Dealcoholized, and, finally, Manquehuito in the coolers category. In Argentina, the brands La Celia, Graffigna, Colón and Santa Silvia acquired in May 2019, as indicated in the paragraph of brands in Argentina.
In Uruguay, the Company participates in the mineral water business with the Nativa and Nix brands, soft drinks with the Nix brand and nectars with Watt's brand, in isotonic drinks with the FullSport brands. In addition, it sells imported beer under the Heineken, Schneider, Imperial, Escudo Silver, Kuntsmann, Miller, and Amstel. Recently the wine category, it participates with the brands with Misiones de Rengo, Eugenio Bustos and La Celia brands all imported.
In Paraguay, the Company participates in the non-alcoholic and alcoholic drinks business. Its portfolio of non-alcoholic brands consists of Pulp, Watt's, Puro Sol, La Fuente and the FullSport isotonic drinks. These brands include our own licensed and imported brands. The Company in the alcoholic drinks business is the owner of Sajonia beer brand and imports Heineken, Amstel, Paulaner, Sol, Blue Moon and Schin brands. Since January 2020, they opened a wine category with brands Misiones de Rengo and La Celia.
In Bolivia, as of May 2014, CCU participates in the non-alcoholic and alcoholic beverages business through its subsidiary Bebidas Bolivianas BBO S.A. (BBO). Within the portfolio of non-alcoholic beverages, BBO has the Mendocina, Sinalco, Real, De la Sierra and Natur-all brands. These brands include their own and licensed brands. On the other hand, the alcoholic beverages include Real, Capital, Cordillera and Uyuni brands. Aditionally, BBO markets the imported beer Kunstmann and Heineken brands.
In September 2022, the Natur-all brand was no longer commercialized.
Since November 2014 in Colombia, CCU participated in the beer business through its joint venture with Central Cervecera de Colombia S.A.S. (CCC). CCC has an exclusive licensing contract for importing, distributing, and producing Heineken beer in Colombia. In October 2015, Coors and Coors Light brands were incorporated into CCC’s brand portfolio through licensing contracts for the production and/or marketing of them. This licence was extended only until December 2019. As of December 2015, Artesanos de Cerveza’s company was acquired together with its Brand “Tres Cordilleras”. As of April and July of 2016, the Tecate and Sol brands were incorporated respectively with a licensing contract to produce and/or market them. During April 2017, the Miller and Miller Genuine Draft (MGD) brands were incorporated with a licensing contract to produce and market them. As of February 2019, the local Andina brand was launched. As of July 2019, the local production of the Tecate brand began and the launch of Natu Malta (alcohol-free product based on malt) was made. Furthermore, since October 2019, Colombia started to import and market the Kunstmann brand. Finally at the end of 2019, CCC started with the local production of Heineken beer. In October 2021, the local production of the Sol brand began.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The described licenses are detailed as follows:
|
Main brands under license |
|
|
Licenses |
Validity Date |
|
Aberlour, Absolut, Ballantine's, Beefeater, Blender´s Pride, Borzoi, Chivas Reagal, Cuvee MUMM, Dubonnet, Elyx, G.H. MUMM, Havana Club, Jameson, Kahlúa, Level, Long John, Longmorn, Malibu, Martell, Olmeca, Orloff, Passport, Pernod, Perrier Jouet, Ricard, Royale Salute, Sandeman, Scapa, Strathisla, The Glenlivet, Wyborowa, 100 Pipers, in Chile (1) |
|
|
Adrenaline, Adrenaline Rush in Chile (9) |
|
|
Amstel in Argentina (2) |
|
|
Amstel in Paraguay (1) |
|
|
Amstel in Uruguay (17) |
|
|
Austral in Chile (4) |
|
|
Blue Moon in Chile (5) |
|
|
Blue Moon in Paraguay (17) |
|
|
Coors in Chile (6) |
|
|
Crush, Canada Dry (Ginger Ale, Agua Tónica and Limón Soda) in Chile (7) |
|
|
Fernet Branca, Brancamenta, Punt E Mes, Borghetti, Carpano Rosso and Carpano Bianco in Chile |
|
|
Frugo in Chile |
|
|
Gatorade in Chile (8) |
|
|
Grolsch in Argentina |
|
|
Heineken in Bolivia (9) |
|
|
Heineken in Chile, Argentina and Uruguay (10) |
|
|
Heineken in Colombia (11) |
|
|
Heineken in Paraguay (1) |
|
|
Kunstmann in Colombia (1) |
|
|
Mas in Uruguay (16) |
|
|
Miller in Argentina (11) |
|
|
Miller and Miller Genuine Draft in Colombia (14) |
|
|
Miller in Uruguay (7) |
|
|
Nestlé Pura Vida in Chile (7) |
|
|
Patagonia in Chile |
|
|
Paulaner in Paraguay |
|
|
Pepsi, Seven Up and Mirinda in Chile |
|
|
Polar Imperial in Chile |
|
|
Red Bull in Chile (12) |
|
|
Sol in Chile and Argentina (10) |
|
|
Sol in Colombia (3) |
|
|
Sol in Paraguay |
|
|
Té Lipton in Chile |
|
|
Tecate in Colombia (3) |
|
|
Warsteiner in Argentina (15) |
|
|
Watt's in Uruguay |
|
|
Watt's (nectars, fruit-based drinks and other) rigid packaging, except carton in Chile |
|
|
Watt's in Paraguay (13) |
|
|
|
|
|
(1) |
Renewable for successive periods of 3 years. |
|
(2) |
After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given. |
|
(3) |
The contract will remain in effect as long as the Heineken license agreeemente for Colombia remains in force. |
|
(4) |
Renewable for periods of two years, subject to the compliance of the contract conditions |
|
(5) |
If Renewal criteria have benn satisfied, renewable through December, 2025, thereafter shall automatically renew every year for a new term of 5 years (Rolling Contract). |
|
(6) |
After the initial termination date, license is automatically renewed under the same conditions (Rolling Contract), each year for a period of 5 years, subject to the compliance of the contract conditions. |
|
(7) |
License renewable for periods of 5 years, subject to the compliance of the contract conditions. |
|
(8) |
License was renewed for a period equal to the duration of the Shareholders Agreement of Bebidas CCU-PepsiCo SpA. |
|
(9) |
License for 10 years, automatically renewable for periods of 5 years, unless notice of non-renewal. |
|
(10) |
License for 10 years, automatically renewable on the same terms (Rolling Contract), each year for a period of 10 years, unless notice of non-renewal is given. |
|
(11) |
After the initial termination date, License is automatically renewable each year for a period of 5 years (Rolling Contract), unless notice of non-renewal is given. |
|
(12) |
Indefinite contract, notice of termination 6 months in advance. |
|
(13) |
Sub-license is renewed automatically and successively for two periods of 5 years each, subject to the terms and conditions stipulated in the International Sub-license agreement of December 28, 2018 between Promarca Internacional Paraguay S.R.L. and Bebidas del Paraguay S.A. |
|
(14) |
License renewable for one period of 5 years, subject to the compliance of the contract conditions. |
|
(15) |
Prior to the expiration of the term, the parties will negotiate its renewal for another 5 years. |
|
(16) |
Renewable contract for successive periods of 10 years. |
|
(17) |
Distribution started; distribution contract under negotiation. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
C) |
Direct and indirect significant subsidiaries |
The consolidated financial statements include the following direct and indirect subsidiaries where the percentage of participation represents the economic interest at a consolidated level:
|
Subsidiary |
Tax ID |
Country of origin |
Functional currency |
Share percentage direct and indirect |
|||
|
As of December 31, 2022 |
As of December 31, 2021 |
||||||
|
Direct % |
Indirect % |
Total % |
Total % |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(*)
Listed company in Chile.
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(**) |
See Note 1 – General Information, letter C) , Subsidiaries with direct or indirect participation of less than 50% |
(***) Subsidiaries in which we have an interest of more or equal than 50% through one or more subsidiaries of the Company.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
In addition to what is shown in the preceding table, the following are the percentages of participation with voting rights, in each of the subsidiaries. Each shareholder has one vote per share owned or represented. The percentage of participation with voting rights represents the sum of the direct participation and indirect participation through a subsidiary.
|
Subsidiary |
Tax ID |
Country of origin |
Functional currency |
Share percentage with voting rights |
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||||
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% |
% |
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(*)
Listed company in Chile.
|
(**) |
See Note 1 – General Information, letter C) , Subsidiaries with direct or indirect participation of less than 50% |
(***) Subsidiaries in which we have an interest of more or equal than 50% through one or more subsidiaries of the Company.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The main movements in the ownership of the subsidiaries included in these consolidated financial statements are the following:
(1) CCU Inversiones II SpA.
On January 31 and April 15, 2020, the Company made capital contributions to the subsidiary CCU Inversiones II SpA. for an amount of US$ 11,500,000 (equivalent to ThCh$ 9,176,540 ) and US$ 16,500,000 (equivalent to ThCh$ 14,002,395 ) respectively.
On September 4, 2020, the Company made a capital contribution to the subsidiary CCU Inversiones II SpA. for an amount of US$ 12,200,000 (equivalent to ThCh$ 9,411,690).
On August 18, 2021 the Company made a capital contribution to subsidiary CCU Inversiones II SpA. in the amount of US$ 7,500,000 (equivalent to ThCh$ 5,922,150 ).
Through public deed dated September 30, 2021, the Company and CCU Inversiones S.A., as the only partners of CCU Inversiones II SpA., agreed to turn this company into a joint-stock company (SpA.).
At the Extraordinary Shareholders’ Meeting of CCU Inversiones II SpA., held on November 30, 2021, the merger of Southern Breweries S.C.S. was agreed, by its incorporation into CCU Inversiones II SpA.
Under this merger, the capital of CCU Inversiones II SpA is fully subscribed and paid-in for a total of US$ 281,834,863 , divided into 219,486,075 registered shares, of the same and unique series, and without nominal value, in which CCU S.A. has a participation of 58.8429 %, CCU Inversiones S.A. has a participation of 0.0489 %, Inversiones Invex CCU Tres Limitada has a participation of 41.1070 % and Inversiones CCU Lux S.à r.l. has a participation of 0.0012 %.
As a result of the above mentioned, CCU Inversiones II SpA. is the sole shareholder of CCU Inversiones III SpA. as the latter was previously owned by Southern Breweries S.C.S.
On December 31, 2021, by resolution of the sole shareholder, the merger of CCU Inversiones III SpA. was agreed, by its incorporation into CCU Inversiones II SpA.
Under this merger, CCU Inversiones II SpA., will acquire all the assets, authorizations, permits, obligations and liabilities of CCU Iversiones III SpA., and will succeed it in all its rights and obligations. As a result of the merger, all the capital of the Absorbed Company will be incorporated into the Absorbing Company, which it will be dissolved without the need of its liquidation.
The latter did not generate effects at the CCU S.A. consolidated level.
Since the dissolution of Inversiones Invex CCU Tres Ltda. on July 1, 2022, CCU Inversiones II SpA.’s shareholders, corresponding to CCU S.A. and CCU Inversiones S.A., have a participation of 99.9511 % and 0.0489 %, respectively.
On December 12, 2022, the Company made a capital contribution to the subsidiary CCU Inversiones II SpA. in the amount of USD 17,000,000 (equivalent to ThCh$ 14,645,670 ), resulting in a participation of 99.539 % for CCU S.A. and 0.0461 % for CCU Inversiones S.A.
The latter did not generate effects at the CCU S.A. consolidated level.
(2)
Inversiones Invex CCU Ltda.
On September 4, 2020, the Company made a capital contribution to the subsidiary Inversiones Invex CCU Ltda. for an amount of ThCh$ 2,500,000 .
On June 1, 2021, the Company agreed to the division of this subsidiary, with the establishment of a new, limited liability company called Inversiones Invex SB Limitada. For division purposes the share capital of Inversiones Invex CCU Ltda. was reduced from US$ 306,466,817 to US$ 185,322,809 (equivalent ThCH$ 221,302,753 and ThCh$ 133,823,454 ).
Through public deed dated August 2, 2021, the liquidation of Inversiones Invex SB Ltda. was agreed upon and materialized on July 31, 2021. In the dissolution agreement for that company its assets and liabilities were transferred to its partners, Inversiones Invex Tres CCU Ltda., CCU Inversiones S.A. and CCU S.A.
The latter did not generate effects at the CCU S.A. consolidated level.
Following the dissolution of Inversiones Invex CCU Tres Ltda. on July 1, 2022, the shareholders of Inversiones Invex CCU Ltda. reached the following participations: CCU S.A. with 65.1854 % and CCU Inversiones S.A. with 34.8086 %.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
(3) Compañía Industrial Cervecera S.A. y Sáenz Briones y Cía. S.A.I.C.
On April 16, 2021, subsidiary Compañía Industrial Cervecera S.A., acquired 481,643 shares of the stock rights of Argentinean company Sáenz Briones y Cía. S.A.I.C., by buying two minority shareholders, consequently leaving it with a 94.2138 % interest in that company.
The amount disbursed for this transaction was ThCh$ 3,540,618 (337 million Argentine pesos) and the effect on equity recognized in the Company due to this change in interest amounted to ThCh$ 2,845,888 .
On July 13, 2021, subsidiary Compañía Industrial Cervecera S.A., acquired 160,548 shares of the stock rights of Argentinean company Sáenz Briones y Cía. S.A.I.C., by buying one minority shareholders. Consequently, it now has a 95.6345 % interest in said company.
The amount disbursed for this transaction was ThCh$ 1,168,183 (122 million Argentine pesos) and the effect on equity recognized in the Company due to this change in interest was ThCh$ 1,086,489 .
On August 9, 2021, subsidiary Compañía Industrial Cervecera S.A., acquired 481,920 shares of the stock rights of Argentinean company Sáenz Briones y Cía. S.A.I.C., by buying one minority shareholders. Consequently, it now has a 99.9419 % interest in that company.
The amount disbursed for this transaction was ThCh$ 3,636,863 (390 million Argentine pesos) and the effect on equity recognized in the Company due to this change in interest was ThCh$ 3,267,148 .
(4) CCU Inversiones S.A. y Viña San Pedro Tarapacá S.A.
On September 10, 2021 and October 4, 2021, subsidiary CCU Inversiones S.A. acquired an additional 0.4485 % and 1.0670 % of subsidiary Viña San Pedro Tarapacá S.A. for the amount of ThCh$ 1,167,074 and ThCh$ 2,694,720 , equivalent to 179,274,015 and 424,365,414 shares, which generated an equity effect of ThCh$ 245,244 , 84.5159 %.
reaching
a direct shareholding of On September 7, 2022, the subsidiary CCU Inversiones S.A. acquired an additional 0.1856 % of the subsidiary Viña San Pedro Tarapacá S.A. for ThCh$ 438,105 , equivalent to 74,000,000 shares, reaching a direct participation of 84.7015 % (indirect interest of 84.6824 %), which generated an effect on the Company’s equity of ThCh$ 102,625 .
(5) Finca La Celia S.A. and Bodega San Juan S.A.U.
On December 21, 2020, the boards of Finca La Celia S.A. and Bodega San Juan S.A.U. approved to execute a merger process of both companies, in which Finca La Celia S.A. absorbed Bodega San Juan S.A.U. the latter being dissolved without liquidation, with effect from January 1, 2021. This process did not have a significant effect on its financial statements. In order to the merge takes place, all the formal and applicable requirements and stages established by Argentine regulations must be met, and it will must be approved in the last instance by the General Inspection of Justice of the City of Buenos Aires, Argentina. The Management estimates that this process will not generate significant effects on its Financial Statements. The last instance mentioned above as of December 31, 2022, is still in process. It is estimated that there will be no significant effects.
Graffigna Business
On June 1, 2020, the Argentine subsidiary Finca La Celia S.A. became the owner of the operation of La Consulta vineyard, located in the Eugenio Bustos district, San Carlos department in the province of Mendoza by a deed of sale and after having obtained regulatory approvals in Argentina.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The Company has determined the fair values of assets and liabilities related to this business combination, mainly for export market, as follows:
|
Assets and Liabilities |
Fair Value |
|
ThCh$ |
|
|
Total current assets |
|
|
Total non-current assets |
|
|
Total Assets |
|
|
Total current liabilities |
|
|
Total non-current liabilities |
|
|
Total liabilities |
|
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|
|
|
Identificable Net Assets Acquired / Investment value |
|
|
Bargain purchase gain on December 31, 2020 (*) |
( |
|
Investment value |
|
(*) See
Note 32 - Other gain (losses).
(6) VSPT US LLC
On August 9, 2021, the Company through its subsidiary Viña San Pedro Tarapacá S.A. established the company VSPT US LLC in the United States, the latter with a corporate purpose of marketing, sales and distribution of wine. The company capital amounts to US$ 400,000 (equivalent ThCh$ 337,876 ), which was paid-in on November 2, 2021.
(7) VSPT UK Ltd.
On June 1, 2022 the company VSPT UK Ltd. was incorporated in United Kingdom, whose corporate purpose is the commercialization of wines. On June 1, 2022 the capital of the company was paid in, which amounts to £ 1 (equivalent to Ch$ 1,135.30 )
On November 28, 2022, a capital increase was made for an amount of £ 417,399 (equivalent to ThCh$ 431,444 ).
(8) Inversiones CCU Lux S.à r.l.
On August 30, 2021 through a share transfer contract, CCU Inversiones II SpA. sold its interest in subsidiary CCU Lux S.à r.l. to the Company for ThCh$ 127,567 (US$ 163,554).
On December 16, 2021, before Luxembourg public notary, the Company, in its capacity as sole shareholder of Inversiones CCU Lux S.à r.l., owner of all its 163,554 shares with a nominal value of US$ 1.00 each,
(equivalent to ThCh$ 138,779 )
, resolved the dissolution of Inversiones CCU Lux S.à r.l., in accordance with the laws of the Grand Duchy of Luxembourg. Consequently, Inversiones CCU Lux S.à r.l. was dissolved effective on December 16, 2021, automatically passing all its assets and liabilities to its sole shareholder Compañía Cervecerías Unidas S.A. The latter did not generate effects at the CCU S.A. consolidated level.
(9) CCU Inversiones III SpA.
Through a resolution, without the form of a shareholders’ meeting, granted on December 29, 2021, CCU Inversiones II SpA., in its capacity as sole shareholder of CCU Inversiones III SpA., resolved to approve a dividend distribution of US$ 17,133,000 , equivalent to ThCh $14,664,820 charged against retained earnings.
On this same date, and according to the Conventional Compensation document between CCU Inversiones III SpA. and CCU Inversiones II SpA., the parties agreed the prepayment of the current financial obligation through the dividend mentioned above.
Related to the above mentioned, CCU Inversiones II SpA. prepaid the Loan in advance for the sum of US$ 17,133,000 , of which US$ 1,098,278 (equivalent to ThCh$ 940,060 ) corresponds to accrued interest and US$ 16,034,722 (equivalent to ThCh$ 13,724,760 ) corresponds to capital.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Subsequently, on December 31, 2021, by resolution of the sole shareholder, the merger of CCU Inversiones III SpA. was agreed, by its incorporation into CCU Inversiones II SpA., date on which CCU Inversiones III SpA., was dissolved. The latter did not generate effects at the CCU S.A. consolidated level.
(10) Inversiones Invex CCU Tres Ltda.
On September 4, 2020, the Company made a capital contribution to the subsidiary Inversiones Invex CCU Tres Ltda. for an amount of ThCh$ 800,000 .
By public deed dated May 26, 2022, Compañía Cervecerías Unidas S.A. and CCU Inversiones S.A., as sole and current partners of Inversiones Invex CCU Tres Limitada, approved an amendment to the bylaws, which establishes a duration of Inversiones Invex CCU Tres Limitada until June 30, 2022. Consequently, the company was dissolved on July 1, 2022, date on which its assets were assigned to its partners. CCU S.A. received the assets corresponding to the investments in Inversiones Invex CCU Ltda. and CCU Inversiones II SpA. amounting to ThCh$ 136,109,435 and ThCh$ 3,481,557 , respectively, and cash of ThCh$ 596,021 , while CCU Inversiones S.A. received cash of ThCh$ 20 . The latter did not generate effects at the CCU S.A. consolidated level.
(11) Bebidas Bolivianas BBO S.A.
On April 26 and June 13, 2022, the subsidiary CCU Inversiones II SpA. made capital contributions to Bebidas Bolivianas BBO S.A. in the amount of US$ 1,019,971 and US$ 1,019,971 (equivalent to ThCh$ 867,771 and ThCh$ 950,695 ) respectively. Since both partners participated in proportion to the current shareholding, the percentages of participation were maintained.
(12) Cervecera CCU Chile Ltda.
On August 16, 2022, the Company made a capital increase to the subsidiary Cervecera CCU Chile Ltda. in the amount of ThCh$ 6,750,000 . As only CCU participated in this capital increase, the participation in Cervecera CCU Chile Ltda. is 99.81 % for CCU and 0.19 % for Millahue S.A. The latter did not generate effects at the CCU S.A. consolidated level.
(13) Volcanes del Sur S.A.
On August 24, 2022, the subsidiaries Cervecería Kunstmann S.A. and Cervecera CCU Chile Ltda. jointly acquired brands of Volcanes del Sur S.A. for ThCh$ 12,950,000 . This transaction generated a direct participation in Volcanes del Sur S.A. of 50.1 % for Cervecería Kunstmann S.A. and 49.9 % for Cervecera CCU Chile Ltda
.
(14) La Barra S.A.
On March 20, 2020 , the Company and its subsidiary Cervecera CCU Chile Ltda. incorporated the subsidiary ECOMCCU S.A. It is purpose will be marketing and sale of beverages, food products and household items. The capital of the subsidiary amounts to ThCh$ 1,500,000 , divided into 1,500,000 shares. On July 22, 2020 the capital was paid.
On December 2, 2020, the first Extraordinary Shareholders' Meeting was held, in which it was agreed to change the name of the company to La Barra S.A.
At the Extraordinary Shareholders' Meeting of La Barra S.A., held on September 2, 2022, it was approved to carry out a capital increase for a total of ThCh$ 4,500,000 , equivalent to 4,500,000,000 shares. The Company and the subsidiary Cervecera CCU Chile Ltda. will materialize this capital increase according to their percentage of participation (99 % and 1 %, respectively). The effective payment date was October 7, 2022. The latter did not generate effects at the CCU S.A. consolidated level.
(15) Milotur S.A.
On August 21, 2020, the subsidiary CCU Inversiones II SpA. made a capital contribution to Milotur S.A. for an amount of US$ 4,000,000 (equivalent to ThCh$ 3,143,360 ), maintaining its participation percentage.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
(16) Mahina SpA.
On February 18, 2020, the subsidiary Cervecería Kunstmann S.A. (CK) acquired 50.1000 % from the purchase of 501 shares from the company Mahina SpA. at a value of ThCh$ 525,000 . Later on the same date, Mahina SpA. carried out a capital increase equivalent to 100 shares, of which CK subscribed 50 shares at a value of ThCh$ 50,000 , which were paid on March 26, 2021. As a consequence, CK owns 551 shares equivalent to 50.0909 %. Aditionally, it was incorporated into the consolidation process of CCU.
For this business combination, the fair value of assets and liabilities were determined, which are the following:
|
Assets and Liabilities |
Fair Value |
|
ThCh$ |
|
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Total current assets |
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Total non-current assets |
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Total Assets |
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Total current liabilities |
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Total non-current liabilities |
- |
|
Total liabilities |
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Net identifiable assets acquired |
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Non-controlling interests |
( |
|
Bargain purchase gain on December 31, 2020 (*) |
( |
|
Investment value |
|
(*) See
Note 32 – Other gains (loss).
(17) Cervecería Szot SpA.
On August 28, 2020, Szot carried out a capital increase equivalent to 95,710 shares. The shareholder Cervecería Kunstmann S.A. (CK) suscribed 63,022 shares at a value of ThCh$ 176,620 . Subsequently, on the same date, CK sold 15,167 to Representaciones Chile Beer Kevin Michael Szot E.I.R.L shares equivalent to ThCh$ 42,506 . As a result of the aforementioned, CK ended with a total participation of 50.0005 % in this subsidiary.
(18) Bebidas del Paraguay S.A., Distribuidora del Paraguay S.A. y Sajonia Brewing Company S.R.L.
On May 12, 2020, the subsidiary Bebidas del Paraguay S.A. acquired an additional 27 % of the stock rights of the Paraguayan company Sajonia Brewing Company S.R.L., which ended with a 78 % stake in this company. The amount paid for this transaction increased to ThCh$ 48,257 (400 million guaranies.)
On July 1, 2020, Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A. acquired the non-controlling interest of Sajonia Brewing Company S.R.L. by 21 % and 1 % respectively, thus reaching 100 % of the participation. The amount paid for this transaccion was ThCh$ 33,458 (279 million guaranies).
(19) Manantial S.A.
On April 16, 2020, the subsidiary Aguas CCU-Nestlé Chile S.A. (Aguas) made a capital contribution to the subsidiary Manantial S.A. for an amount of ThCh$ 1,500,000 resulting in Aguas with 99.0775 % and Embotelladoras Chilenas Unidas S.A. with 0.9225 % of the share capital.
(20) Andina de Desarrollo SACFAIMM
On October 20, 2022, the subsidiary Andina de Desarrollo SACFAIMM in Argentina was liquidated, with no material impacts on the consolidated financial statements.
(21) VSPT Winegroup (Shanghai) Limited
On December 5, 2022, VSPT Winegroup (Shanghai) Limited was incorporated in China for the purpose of commercializing wine. The committed capital of the company amounts USD 500,000 (equivalent to ThCh$ 427,930 as of December 31, 2022).
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Subsidiaries with direct or indirect participation of less than 50%
These Consolidated Financial Statements incorporate as a subsidiary to Distribuidora del Paraguay S.A., a company in which we have a total participation of 49.9589 %.
Bebidas del Paraguay S.A. (BdP) and Distribuidora del Paraguay S.A. (DdP) are considered to be one economic group that shares their operational and financial strategy, leaded by the same management team that seeks compliance with the strategic plan defined simultaneously for both entities. Additionally, BdP produces different brands owned by it. DdP is its sole and exclusive customer, which is responsible for the distribution and marketing of BdP’s products. The administrative and commercial integration added to its operational and financial dependence of DdP explain the reason why BdP proceeds to present this entity as a subsidiary of CCU.
Joint operations:
The joint arrangements that qualify as joint operations are as follows:
(a) Promarca S.A.
Promarca S.A. is a closed stock company whose main activity is the acquisition, development and administration of trademarks and their corresponding licensing to their operators.
On December 31, 2022, Promarca S.A. recorded a profit of ThCh$ 7,729,870 (ThCh$ 5,854,185 as of December 31, 2021 and ThCh$ 4,100,979 as of December 31, 2020) which in accordance with the Company’s policies is 100 % distributable.
(b) Bebidas CCU-Pepsico SpA.
(“BCP”)
The line of business of this company is manufacture, produce, process, transform, transport, import, export, purchase, sell and in general market all types of concentrates.
On December 31, 2022, BCP recorded a profit of ThCh$ 4,781,336 (ThCh$ 2,878,066 as of December 31, 2021 and ThCh$ 3,061,898 as of December 31, 2020) which in accordance with the Company’s policies is 100 % distributable.
(c) Bebidas Carozzi CCU SpA.
(“BCCCU”)
The purpose of this company is the production, marketing and distribution of instant powder drinks in the national territory.
For the year ended on December 31, 2022, BCCCU recorded a loss of ThCh$ 292,979 (ThCh$ 562,405 for the year ended December 31,2021 and ThCh$ 2,532,525 for the year ended December 31, 2020).
The companies mentioned above, letter a) to c), meet the conditions stipulated in IFRS 11 to be considered "joint operations", since 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 % from royalties charged to the joint operators for the sale of products using these trademarks.
|
D) |
Early termination Budweiser license |
The general aspects of the transaction are described below:
|
a. |
Description of the Transaction. |
According to the Material Event reported on September 6, 2017, the CMF was informed that CCU and Compañía Cervecerías Unidas Argentina S.A. (CCU-A), entity organized under the laws of the Republic of Argentina and a subsidiary of CCU, have agreed with Anheuser-Busch InBev S.A./N.V. (ABI and together with CCU-A the "Parties"), an offer letter ("Term Sheet") which, among other matters, contemplates the early termination of license agreement in Argentina for the brand "Budweiser", signed between CCU-A and Anheuser-Busch, Incorporated (today Anheuser-Busch LLC, a subsidiary of ABI) dated March 26, 2008 (the "License Agreement").
As agreed to in the Early Termination of the License Agreement (the “Transaction”), ABI directly or its subsidiaries (hereinafter together referred to as the “ABI Group”), pays to CCU-A the amount of US$ 306,000,000 .
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The Transaction also includes the transfer from ABI to CCU-A of: (a) ownership of the brands Isenbeck and Diosa. This does not include the production plant owned by Cervecería Argentina S.A. Isenbeck (CASA Isenbeck) located in Zárate, province of Buenos Aires, Argentina (which will continue to operate under the ownership of ABI Group), nor the contracts with its employees and/or distributors, nor the transfer of any liabilities of CASA Isenbeck; (b) the ownership of the following registered brands in Argentina: Norte, Iguana and Báltica; and (c) the obligation of ABI to make its reasonable best efforts to cause that certain international premium beer brands are licensed to CCU-A (together with the brands identified in letter (b) above and with the brand Diosa referred to as the "Group of Brands") in Argentine territory.
In order to establish a smooth transition of the brands that are transferred by virtue of the Transaction, the Parties will enter into the following contracts (all together with the Early Termination referred to as the “Transaction”):
|
I. |
Contract by virtue of which CCU-A will produce for the ABI Group part or all of the volume of the beer Budweiser, for a period of up to one year; |
|
II. |
Contract by virtue of which the ABI Group will produce for CCU-A part or all of the volume of the beer Isenbeck and Diosa for a period of up to one year; |
|
III. |
Contract by virtue of which the ABI Group will produce and distribute the Group of Brands, on behalf of CCU-A, for a period of maximum three years; and |
|
IV. |
Other agreements, documents and/or contracts that the Parties deem necessary for the Transaction (the “Transaction Documents”). |
In summary, this agreement with ABI consists of the early termination of the license agreement of the Budweiser brand in exchange for a portfolio of brands representing similar volumes, plus different payments of up to US$ 400,000,000 before taxes, over a period of up to three years.
Status of the Transaction as of December 31, 2022
In accordance with Section III mentioned above, CCU-A will receive annual payments of up to US$ 28,000,000 equivalent to ThCh$ 17,107,440 , before taxes, from ABI within a period of up to 3 years, depending on the volume and the time it takes for the transition of production and/or commercialization of the Brands to CCU-A. This will be reflected in our state of income, as this obligation is fulfilled. As of December 31, 2022, there is no longer any income for this item, for the year ended December 31, 2021 and 2020, it was recognized in other income by function USD 5,002,286 , equivalent to ThCh$ 4,225,381 in 2021 and US$ 18,459,185 , equivalent to ThCh$ 13,123,558 in 2020, respectively.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Significant accounting policies adopted for the preparation of these Consolidated Financial Statements are described below:
|
Basis of preparation |
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB).
The
Consolidated Financial Statements
have been prepared on a historical cost basis, except for the following: certain financial assets and liabilities (including derivative instruments) – measured at fair value, and assets held for sale – measured at the lower of carrying amount and fair value less costs to sell.
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 for disclosure of significant accounting estimates and judgments.
Note 3
- Estimates and application of professional judgment
The application of new accounting pronouncements as of January 1, 2022, had no significant effect on the Company's consolidated financial statements.
These standards are required to be applied by the following dates:
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Next Standard Improvements and Amendments |
Mandatory for years beginning in: |
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The Company estimates the adoption of these new Standards, Improvements, Amendments and Interpretations mentioned in the table above will not have a material impact on the Consolidated Financial Statements.
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2.2 |
Subsidiaries
Subsidiaries are entities over which the Company has power to direct their financial and operating policies, which generally is the result of ownership of more than half of the voting rights. When assessing whether the Company controls another entity, the existence and effect of potential voting rights that are currently liable to be exercised at the date of the Consolidated Financial Statements is considered. Subsidiaries are consolidated from the date on which control was obtained by the Company, and are excluded from consolidation as of the date the Company loses such control.
The acquisition method is used for the accounting of acquisition of subsidiaries. The acquisition cost is the fair value of the assets delivered, of the equity instruments issued and of the liabilities incurred or assumed as of the exchange date. The identifiable assets acquired, as well as the identifiable liabilities and contingencies assumed in a business combination are initially valued at their fair value on the acquisition date, regardless 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.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Joint operations
As explained in , for the joint arrangements that qualify as joint operations, the Company recognizes its
Note 1- General information
share
of the assets, liabilities and income in respect to its interest in the joint operations in accordance with IFRS 11.Intercompany transaction
Intercompany transactions, balances and unrealized gains from transactions between the Company’s entities are eliminated in consolidation. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Whenever necessary, the accounting policies of subsidiaries are amended to ensure uniformity with the policies adopted by the Company.
Non-controlling Interest
Non-controlling interest is presented in the Equity section of the Consolidated Statement of Financial Position. The net income attributable to equity holder of the parent and non-controlling interest are each disclosed separately in the Consolidated Statement of Income after net income.
Investments accounted for using the equity method
Joint ventures and associates
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. In addition, the Company maintains investments in associates which are defined as entities in which the investor does not have significant influence and are not a subsidiary or a joint venture.
The Company accounts for its participation in joint arrangements that qualify as joint ventures and in associates using the equity method. The financial statements of the joint venture are prepared for the same year, under accounting policies consistent with those of the Company. Adjustments are made to agree any difference in accounting policies that may exist with the Company’s accounting policies.
Whenever the Company contributes or sells assets to companies under joint control or associates, any income or loss arising from the transaction is recognized based on how the asset is realized. When the Company purchases assets from those companies, it does not recognize its share in the income or loss of the joint venture in respect to such transaction u
nti
l the asset is sold or realized.|
2.3 |
The Company has defined three operating segments which are essentially defined with respect to its revenues in the geographic areas of commercial activity: 1.- Chile, 2.- International business and 3.- Wine.
These operating segments mentioned are consistent with the way the Company is managed and how results will be reported by CCU. These segments reflect separate operating results which are regularly reviewed by chief operating decision maker in order to make decisions about the resources to be allocated to the segment and assess its performance
(See ).
Note 6 - Financial information as per operating segment
The segments performance is measured according to several indicators, of which OR (Adjust Operating Result), OR before Exceptional Items (EI), ORBDA (Adjust Operating Result Before Depreciation and Amortization), ORBDA before EI, ORBDA margin (ORBDA’s % of total revenues for the operating segment), the volumes and Net sales. Sales between segments are conducted using terms and conditions at current market rates.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The Company defined the Adjusted Operating Result as the Net incomes (losses) before Other gains (losses), Net financial cost, Equity and income from joint ventures and associates, Gains (losses) on exchange differences, Results as per adjustment units and Income tax, and the ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
MSD&A, included Marketing, Selling, Distribution and Administrative expenses.
Corporate revenues and expenses are presented separately within t
he
Other.|
2.4 |
Presentation and functional currency
The Company use the Chilean peso (Ch$ 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 U.S., Argentinian, Uruguayan, Paraguayan and Bolivian, United Kingdom and China subsidiaries is the US Dollar, Argentine Peso, Uruguayan Peso, Paraguayan Guarani, Bolivian and Sterling Pound, respectively. The functional currency of the joint venture in Colombia and associate in Argentine and Perú is the Chilean Peso, Colombian Peso and Argentine Peso and the Sol, 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 Gains (losses) on exchange differences arising, both from the liquidation of foreign currency transactions, as well as from the valuation of foreign currency monetary assets and liabilities, are included in the Statement of income, in Gains (losses) on exchange differences, while the difference arising from the changes in adjustment units are recorded in the Statement of income as Result as per adjustment units.
For consolidation purposes, the assets and liabilities of the subsidiaries whose functional currency is different from the Chilean peso and not operating in countries whose economy is considered hyperinflationary, are translated into Chilean pesos using the exchange rates prevailing at the date of the Consolidated Financial Statements and Gains (losses) on exchange differences originated by the conversion of assets and liabilities, are recorded under Reserve of exchange differences on translation within Other equity reserves. Incomes, costs and expenses are translated at the average monthly exchange rate for the respective fiscal years. These exchange rates have not suffered significant fluctuations during these months.
The results and financial situation in CCU Group's entities which have a functional currency different from the presentation currency being their functional currency, the currency of a hyperinflationary economy (as the case of subsidiaries in Argentina as from 1 July 2018 as described below) are converted into the presentation currency as established in IAS 21 and IAS 29.
Financial information in hyperinflationary economies
Inflation in Argentina has shown significant increases since the beginning of 2018. The three-year cumulative inflation rate, calculated using different combinations of consumer price indices, has exceeded 100% for several months, and it is still increasing. The three-year cumulative inflation calculated using the general price index has already exceeded 100%. Therefore, as prescribed by IAS 29, Argentina was declared a hyperinflationary economy as of July 1, 2018.
In accordance with the foregoing, IAS 29 must be applied by all those entities whose functional currency is the Argentine peso for the accounting periods ended after July 1, 2018, as if the economy had always been hyperinflationary. In this regard, IAS 29 requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary country be restated in terms of the purchasing power in force at the end of the reporting period. This implies that the restatement of non-monetary items must be made from their date of origin, last restatement, appraisal or other particular date in some very specific cases.
The adjustment factor used in each case is that obtained based on the combined index of the National Consumer Price Index (CPI), with the Wholesale Price Index (IPIM), published by the National Institute of Statistics and Census of the Argentinian Republic (INDEC), according to the series prepared and published by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE).
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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For consolidation purposes, subsidiaries whose functional currency is the Argentine peso, paragraph 43 of IAS 21 has been considered which requires that the financial statements of a subsidiary that has the functional currency of a hyperinflationary economy be restated in accordance with IAS 29 before being converted at the closing exchange rate on the reporting date and to be included in the consolidated financial statements.
The re-expression of non-monetary items is made from the date of initial recognition in the statements of financial position and considering that the financial statements are prepared under the criteria of historical cost.
Hyperinflation re-expression will be recorded until the period in which the entity's economy ceases to be considered a hyperinflationary economy; at that time, adjustments made by hyperinflation will be part of the cost of non-monetary assets and liabilities.
The Gains (losses) derived from net monetary position of the subsidiaries in Argentina are presented below, which are recorded in Result as per adjustment units:
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For the years ended as of December 31, |
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2022 |
2021 |
2020 |
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ThCh$ |
ThCh$ |
ThCh$ |
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Gains (losses) derived from net monetary position |
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( |
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The exchange rates of the primary foreign currencies, adjustment units and index used in the preparation of the consolidated financial statements are detailed as follows:
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Chilean Pesos as per unit of foreign currency or adjustable unit |
As of December 31, 2022 |
As of December 31, 2021 |
As of December 31, 2020 |
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Ch$ |
Ch$ |
Ch$ |
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Foreign currencies |
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US Dollar |
USD |
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Cumulative monthly avarege US Dollar |
Averange USD |
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Euro |
EUR |
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Argentine Peso |
ARS |
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Uruguayan Peso |
UYU |
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Canadian Dollar |
CAD |
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Sterling Pound |
GBP |
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Paraguayan Guarani |
PYG |
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Swiss Franc |
CHF |
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Bolivian |
BOB |
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Australian Dollar |
AUD |
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Danish Krone |
DKK |
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Brazilian Real |
BRL |
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Colombian Peso |
COP |
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Adjustment units |
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Unidad de fomento (*) |
UF |
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Unidad indexada (**) |
UI |
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(*) The Unidad de Fomento (UF) is a Chilean inflation-indexed, Chilean peso-denominated monetary unit. The UF rate is set daily in advance based on changes in the previous month´s inflation rate.
(**) The Unidad Indexada (UI) is a Uruguay inflation-indexed, Uruguayan peso-denominated monetary unit. The UI rate is set daily in advance based on changes in the previous month´s inflation rate.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Index used in hyperinflationary economies |
As of December 31, 2022 |
As of December 31, 2021 |
As of December 31, 2020 |
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Argentina Consumer Price Index |
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Index percentage variation of Argentina Consumer Price Index |
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2.5 |
Cash and cash equivalents include available cash, bank balances, time deposits at financial institutions, investments in mutual funds and financial instruments acquired under resale agreements, as well as highly liquid short-term investments, all at a fixed interest rate, normally with original maturity of up to three months.
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2.6 |
Other financial assets include money market securities, derivative contracts and time deposits with financial institutions with maturities of more than 90 days.
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2.7 |
IFRS 9 - Financial instruments, replaces the IAS 39 - Financial instruments, for the annual periods beginning on January 1, 2018 and which brings together three aspects of accounting and which are: classification and measurement; impairment and hedge accounting.
Financial assets
The Company recognizes a financial asset in its Consolidated Statement of Financial Position as follows:
As of the date of initial recognition, management classifies its financial assets: (i) at fair value through profit and loss (ii) Trade and other current receivables and (iii) hedging derivatives. The classification depends on the purpose for which the financial assets were acquired. For instruments not classified at fair value through Income, any cost attributable to the transaction is recognized as part of the asset’s value.
The fair value of instruments that are actively traded in formal markets is determined by the traded price on the Financial Statement closing date. For investments without an active market, fair value is determined using valuation techniques including (i) the use of recent market transactions, (ii) references to the current market value of another financial instrument of similar characteristics, (iii) discounted cash flows and (iv) other valuation models.
After initial recognition, the Company values the financial assets as described below:
Trade and other current receivables
Trade receivable credits or accounts are recognized according to their invoice value.
The Company purchases credit insurance covering approximately 90 % of individually significant accounts receivable balances for the domestic market and the international market, of total trade receivable, respectively, net of a 10 % deductible.
An impairment of accounts receivable balances is recorded when there is objective evidence that the Company not will be capable to collect amounts according to the original terms. Some indicators that an account receivable may be impaired are the financial problems, initiation of a bankruptcy, financial restructuring and age of the balances of our customers.
Estimated losses from bad debts is measured in an amount equal to the "expectations of credit losses", using the simplified approach established in IFRS 9 and in order to determine whether or not there is impairment from portfolio, a risk analysis is carried out according to the historical experience (three years) on the uncollectibility, also considering other factors of aging 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.
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 | |
The Company considers that these financial assets may be impaired when: i) The debtor is unlikely to pay its obligations and the Company it hasn’t still taken actions such as to claim the credit insurance, or ii) The financial asset has exceeded the contractually agreed expiration date.
a) | Measurement of expected loss |
The Expected Credit Loss corresponds to the probability of credit losses according to recent history considering the uncollectability of the last three mobile years. These historical indices are adjusted according to the monthly payment and amount of the different historical trade receivables. Additionally, the portfolio is analyzed according to its solvency probability for the future, its recent financial history and market conditions, to determine the category of the client, for the constitution of impairment in relation to its defined risk.
b) | Credit impairment |
On each issuing date of the Financial Statements, the Company evaluates if these financial assets measured at amortized cost have credit impairment. A financial asset has a "credit impairment" when one or more events occur that have a detrimental impact on the estimation of future cash flows. Additionally, the Company includes information on the effects of modifications to the contractual effective flows (repactations), which are minor and correspond to specific cases with strategic clients of the Company.
Additionally, the company maintains credit insurance for individually significant accounts receivable. Impairment losses are recorded in the Consolidated Statement of Income in the period incurred.
Current trade receivable credits and accounts are initially recognized at their nominal value and are not discounted. 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 as follows:
Interest-bearing loans and financial obligations
Interest-bearing loans and financial obligations are initially recognized at the fair value of the resources obtained, less incurred costs that are directly attributable to the transaction. After initial recognition, interest-bearing loans and obligations are measured at amortized cost. The difference between the net amount received and the value to be paid is recognized in the Consolidated Statement of Income over the term of the loan, using the effective interest rate method.
Interest paid and accrued related to loans and obligations used to finance its operations are presented under Finance costs.
Interest-bearing loans and obligations maturing within twelve months are classified as current liabilities, unless the Company has the unconditional right to defer payment of the obligation for at least twelve months after the closing date of the Consolidated Financial Statement.
Trade and other payables
Trade and other payables are initially recognized at nominal value because they do not differ significantly from their fair value. The Company has determined that no significant differences exist between the carrying value and amortized cost using the effective interest rate method.
Derivative Instruments
All derivative financial instruments are initially recognized at fair value as of the date of the derivative contract and subsequently re-measured at their fair value. Gains and losses resulting from fair value measurement are recorded in the
Consolidated Statement of Income as gains or losses due to fair value of financial instruments, unless the derivative instrument is designated as a hedging instrument.
Financial Instruments at fair value through profit and loss include financial assets classified as held for trading and financial assets which have been designated as such by the Company. Financial assets are classified as held for trading when acquired for the purpose of selling them in the short term.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Derivative instruments classified as hedges are accounted for as cash flow hedges.
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 derivative instrument used in the hedging is highly transaction effective to offset changes in inception cash flows of the hedged item. A hedge is considered effective when changes 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%.
The total fair value of a hedging derivative is 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 ineffective portion 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 Consolidated 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 Consolidated 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 Consolidated 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 Consolidated Statement of Income.
Derivative instruments are classified as held for trading unless they are classified as hedge instruments.
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 invoice. 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. 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 demand, with the original invoice and the return of the respective bottles and containers and it does not have adjustability or interest clauses of any kind in its origin.
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2.8 |
As of each consolidated financial statement date the Company assesses whether a financial asset or group of financial 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.
If the impairment loss amount decreases during subsequent
year
and such decrease can be objectively related to an event occurred after recognition of the impairment, the previously recognized impairment loss is reversed
.
Any subsequent impairment reversal is recognized in Income provided that the carrying amount of the asset does not exceed its value as of the date the impairment was recognized.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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2.9 |
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.
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2.10 |
Under current Biological assets, the Company includes the costs associated with agricultural activities (grapes), which are capitalized up to the harvesting date, when they become part of the inventory cost for subsequent processes. The Company considers that the costs associated with agricultural activities represent a reasonable approximation to their fair value.
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2.11 |
Other non-financial assets mainly include prepayments associated with advertising related to contracts regarding the making of commercials which are work in progress and have not yet been shown (current and non-current), payments to insurances and advances to suppliers in relation with certain purchases of property, plant and equipment. Additionally paid guarantees related with leases and materials to be consumed related to industrial safety implements.
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2.12 |
Property, plant and equipment items are recorded at their historic cost, less accumulated depreciation and impairment losses. The cost includes both 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 will flow to the Company, and costs may be reasonably measured. Subsequent disbursements related to repairs and maintenance are recorded as expenses when incurred.
Depreciation of
property, plant and equipment
is calculated on a straight-line basis based on the estimated useful lives of the assets, considering their estimated residual value. When an asset is comprised of significant components, which have different useful lives, each part is depreciated separately. The estimated useful lives and residual values of
property, plant and equipment
are reviewed and adjusted, if necessary, at each balance sheet date.
The estimated useful lives of property, plant and equipment are detailed as follows:
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Type of Assets |
Number of years |
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Land |
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Buildings and Constructions |
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Machinery and equipment |
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Fumiture and accesories |
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Other equipment (coolers) |
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Glass containers, plastics and containers |
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Vines in production |
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 | |
Gains
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.
Biological assets held by Viña San Pedro Tarapacá S.A. (VSPT) and its subsidiaries consist of vines in formation and in production. Harvested grapes are used for subsequent wine production.
Vines under production are valued at the historic cost, less depreciation and any impairment loss.
Depreciation of vines in production is recorded using the straight-line method over the 30-year estimated average production life, which is periodically assessed. Vines in formation are not depreciated until they start producing.
Costs incurred in acquiring and planting new vines are capitalized.
When the carrying amount of a property, plant and equipment item exceeds its recoverable value, it is immediately written down to its recoverable amount (See).
Note 2 - Summary of significant accounting policies 2.17
2.13 |
Lease contracts are recorded by recognizing an asset for the right to use the assets subject to operational lease contracts recorded under Right of use assets and a liability recorded under Current lease liabilities, which are equivalent to the present value of the payments associated to the contract. It should be noted that the assets and liabilities arising from a lease contract are initially measured at its present value.
Regarding the effects on the Consolidated Statement of Income, the depreciation of the right of use is recognized on a monthly basis using the straight-line method over the lease term, together with the financial cost associated to the lease; both are recognized in our P&L during the lease period in order to produce a constant periodic interest rate over the remaining balance of the liability. In case of modifications to the lease agreement, such as lease value, maturity, readjustment index, associated interest rate, etc., the lessee recognizes the amount of the new measurement of the lease liability as an adjustment to the asset for the right of use. Additionally, the Company applied exemptions for leases with remaining terms less than 12 months and leases with a value lower than US$ 5,000.
Prior to the adoption of IFRS 16, the Company classified leases as finance leases when all the risks and rewards associated with the ownership of the assets were substantially transferred. All other leases were considered as operational. The assets acquired through financial leasing were recorded as non-current assets, initially being valued at the present value of future minimum payments or at their fair value if lower, reflecting in the liability the debt with the lessee. In this scenario the payments were accounted as the payments of the debt plus the corresponding financial cost, which is accounted as the financial cost of the period. In case of operating leases, the expense was accounted based on the duration of the lease agreement for the value of the accrued service.
2.14 |
Investment property consist of land and buildings held by the Company for the purpose of generating appreciation and not to be used in the normal course of business, and are recorded at historical cost less any impairment loss. Depreciation of investment property, excluding land, is calculated using the straight-line method over the estimated useful life of the asset, taking into account their estimated residual value.
2.15 |
Commercial trademarks
The Company’s commercial trademarks are intangible assets with indefinite useful lives that are presented at historical cost, less any impairment loss. The Company believes that through investing in marketing, trademarks maintain their value, consequently they are considered as having indefinite useful lives and they are not amortizable. These assets are tested for impairment annually or more frequently if events or circumstances indicate potential impairment (See).
Note 2 - Summary of significant accounting policies 2.17
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Software program
Software program licenses are capitalized at the value of the costs incurred in their acquisition and in preparing the software for use. Such costs are amortized over their estimated useful lives (4 to 7 years). The maintenance costs of software programs are recognized as an expense in the year in which they are incurred.
Water rights
Water rights acquired by the Company correspond to the right to use existing water from natural sources, and are recorded at their attributed cost as of the date of transition to IFRS. Since such rights are perpetual they are not amortizable, however they are tested for impairment annually, or more frequently if events or circumstances indicate potential impairment (See).
Note 2 - Summary of significant accounting policies 2.17
Distribution rights
Corresponds to rights acquired to distribute different products. These rights are amortized over their estimated useful lives.
Research and development
Research and development expenses are recognized in the
year
incurred.
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2.16 |
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquire and the acquisition date fair value of any previous equity interest in the acquire over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognized directly in the statement of income. Godwill is accounted for at its cost value less accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Cash Generating Units (CGUs), or groups of CGUs, that is expected to benefit from the synergies of a business combination. Each unit or group of units (See ) to which the goodwill is allocated represents the lowest level within the entity at which goodwill is monitored for internal management purposes, which is not larger than a business segment. The CGUs to which the goodwill is assigned are tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment.
Note 18 - Goodwill
An impairment loss is recognized for the amount by which the carrying amount of the CGU exceeds its recoverable amount. The recoverable amount of the CGU is the higher of value in use and the fair value less costs to sell.
An impairment loss is first allocated to goodwill to reduce its carrying amount, and then to other assets in the CGU. Once recognized, impairment losses are not subsequently reversed.
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2.17 |
The Company annually assesses the existence of non-financial asset impairment indicators. When indicators exist, the Company estimates the recoverable amount of the impaired asset. If it cannot 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 intangible assets with indefinite useful lives which are not amortized, the Company performs all required testing to ensure that the carrying amount does not exceed the recoverable value.
The recoverable value is defined as the fair value, less selling cost or value in use, whichever is higher. Value in use is determined by estimating future cash flows associated to the asset or to 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. If the carrying amount of the asset exceeds its recoverable amount, the Company records an impairment loss in the Statement of Income.
For the rest of non-financial assets other than goodwill and intangibles with indefinite useful lives, the Company assesses the existence of impairment indicators when an event or change in business circumstances indicates that the carrying amount of the asset may not be recoverable and impairment is recognized when the carrying amount is higher than the recoverable value.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The Company annually assesses whether the 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 carrying amount is increased, if necessary. Such increase is recognized in the Consolidated 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 increase in the asset due to reversal of the impairment loss is limited to the amount that would have been recorded had the impairment not occurred.
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2.18 |
The Company register as non-current assets of disposal groups classified as held for sale as Property, plant and equipment expected to be sale, for which active sale negotiations have begun.
These assets are measured at the lower of their carrying amount and the estimated fair value, less selling costs. From the moment in which the assets are classified as non-current assets of disposal group classified held for sale they are no longer depreciated.
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2.19 |
The income tax account is composed of current income tax associated to legal income tax obligations and deferred taxes recognized in accordance with IAS 12. Income tax is recognized in the Consolidated Statement of Income by Function, except when it is related to items recorded directly 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 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.
Deferred Tax
Deferred taxes are those the Company expects to pay or to recover in the future, due to temporary differences between the carrying amount 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 on temporary differences arising from investments in subsidiaries and associates, except in 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 arising from tax losses are recognized provided it is likely that in the future there will be taxable profits against which deductible temporary differences can be offset.
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 tax authority.
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2.20 |
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.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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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 Consolidated Statement of Income.
According to the amendment of IAS 19, the actuarial gains and losses are recognized directly in Consolidated Statemen of 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
.
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2.21 |
Provisions are recognized when: (i) the Company has a current legal or implicit obligation, 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 the Consolidated Financial Statement closing date, are Management’s best estimates, and consider the necessary disbursements to liquidate the obligation.
The concepts used by the Company to establish provisions charged against income correspond mainly to civil, labor and taxation proceedings that could affect the Company (See
Note 24 - Other provisions
).
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2.22 |
Revenue is recognized when it is likely that economic benefits will flow to the Company and these can be reliably measured. Income is measured at the fair value of the economic benefits received or to be received, and is presented net of valued added tax, specific taxes, returns, discounts and rebates.
Goods sold are recognized after the Company has transferred to the buyer all the risks and benefits inherent to ownership of the goods, and it do not have the right to dispose of them. In general, this means that sales are recorded when the risks and benefits of ownership are transferred to the customer, pursuant to the terms agreed in the commercial agreements and once the performance obligation is satisfied.
In relation to IFRS 15, the Company has applied the criteria established in this standard for these Consolidated Financial Statements.
Sale of products in the domestic market
The Company obtains its revenues, mainly from the sales of beers, soft drinks, mineral waters, purified water, nectars, wines, cider and spirits, products that are distributed through retail establishments, wholesale distributors and supermarket chains, and 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 and once the performance obligation is satisfied.
Exports
In general, the Company’s sales delivery conditions are the basis for revenue recognition related to exports.
The structure of revenue recognition is based on the grouping of Incoterms, mainly in the following groups:
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"FOB (Free on Board) shipping point", by which the buyer organizes and pays for transportation, consequently the sales occur and revenue is recognized upon delivery of the merchandise to the transporter hired by the buyer. |
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“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 marine or air shipping company in accordance with the relevant terms. The sale occurs and revenue is recognized upon the delivery of merchandise at the port of destination. |
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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In case of discrepancies between the commercial agreements and Incoterms, the former shall prevail.
The revenue recognition related to exports are recorded net of 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 and once the performance obligation is satisfied.
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2.23 |
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 due to commercial initiatives development (temporary promotions); (iii) payment for services and rendering of counter-services (advertising and promotional agreements, use of preferential spaces and others) and (iv) shared advertising, which corresponds to the Company’s participation in advertising campaigns, promotional magazines and opening of new sales locations.
Volume discounts and promotional discounts are recognized as a reduction in the selling 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.
Commitments with distributors or importers in the exports area are recognized on the basis of existing trade agreements.
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2.24 |
Cost of sales includes the production cost of the products sold and other costs incurred to place inventories at the locations and under the conditions necessary for the sale. Such costs mainly include raw materials costs, packing costs, production staff labor costs, production-related asset depreciation, returnable bottles depreciation, license payments, operating costs and plant and equipment maintenance costs.
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2.25 |
Other incomes by function mainly include incomes from sale of fixed assets and other assets, recovery of claims, leases and payments related to advance term license.
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2.26 |
Other expenses by function mainly include advertising and promotion expenses, depreciation of assets sold, selling expenses, marketing costs (sets, signs, and neon signs at customer facilities) and marketing and sales staff remuneration and compensation.
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2.27 |
Distribution costs include all the necessary costs to deliver products to customers.
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2.28 |
Administrative expenses include support unit staff remuneration and compensation, depreciation of offices, equipment, facilities and furniture used for these functions, non-current asset amortization and other general and administrative expenses.
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2.29 |
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 reliably calculated.
Disbursements related to environmental protection are charged to the Consolidated Statements of Income by Function as incurred, except for investments in infrastructure designed to comply with environmental requirements, which are accounted for following the accounting policies for property, plant and equipment.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The preparation of Financial Statement Consolidated 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 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:
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The valuation of goodwill acquired to determine the existence of losses due to potential impairment (Note 2 - Summary of significant accounting policies (2.16) Note 18- Goodwill) |
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The valuation of commercial trademarks to determine the existence of potential losses due to potential impairment (Note 2 - Summary of significant accounting policies (2.17) Note 17 – Intangible assets other than goodwill) |
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The assumptions used in the current calculation of liabilities and obligations to employees (Note 2 - Summary of significant accounting policies (2.20) Note 26 – Employee benefits) |
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Useful lives of property, plant and equipment (Note 2 - Summary of significant accounting policies (2.12) Note 19 – Property, plant and equipment) (Note 2 - Summary of significant accounting policies (2.15) Note 17 - Intangible assets other than goodwill) |
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The assumptions used for calculating the fair of value financial instruments (Note 2 - Summary of significant accounting policies (2.7) Note 7 – Financial instruments) |
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The likelihood of occurrence and amounts estimated in an uncertain or contingent matter (Note 2 - Summary of significant accounting policies (2.21) Note 24 – Other provisions) |
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The valuation of current Biological assets (Note 2 - Summary of significant accounting policies (2.10) Note 13 – Biological assets) |
Such estimates are based on the best available information of the events analyzed to date in these
C
onsolidated Financial Statements. However, it is possible that events that may occur in the future may result in adjustments to such estimates, which would be recorded prospectively.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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Risk administration
In companies where CCU has a controlling interest, the Company’s Administration and Finance Management Department provides a centralized service for the group’s companies to obtain financing and administration of exchange rates, interest rates, liquidity, inflation, raw materials and credit risks. Such activity operates in accordance with a framework of policies and procedures which is regularly reviewed to ensure it fulfils the purpose of managing the risks by business needs.
In companies with a non-controlling interest (VSPT, CPCH, Aguas CCU-Nestlé S.A., Bebidas del Paraguay S.A., Cervecería Kunstmann S.A. and Bebidas Bolivianas BBO S.A.) the responsibility for this service lies with the respective Board of Directors and respective Administration and Finance Management Department. When applicable, the Board of Directors and Directors Committee has the final responsibility for establishing and reviewing the risk administration structure, as well as for the reviewing significant changes made to risk management policies.
In accordance with financial risk policies, the Company uses derivate instruments only for the purpose of hedging exposure to interest rate and exchange rate risks arising from the Company’s operations and its sources of financing, which some of them are treated as hedges for accounting purposes. Transactions with derivate instruments are exclusively carried out by the Administration and Finance staff and the Internal Audit Management Department regularly reviews the control of this function. Relationships with credit rating agencies and monitoring of financial restrictions (covenants) are also managed by the Administration and Finance Management Department.
The Company’s main risk exposure is related to exchange rates, interest rates, inflation and raw materials price (commodities), taxes, trade accounts receivable and liquidity. Several types of financial instruments are used to manage the risk originated by these exposures.
For each of the following points, where applicable, the sensitivity analysis developed are merely for illustration purposes, since in practice the variables used for this excercise rarely change without affecting each other and without affecting other factors that were considered as constant and which also affect the Company’s financial position and results.
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 revenues, c) the purchase of raw materials and capital investments in foreign currencies, or indexed in such currencies, and d) the net investment of subsidiaries in foreign countries. The Company’s greatest exchange rate exposure is to the variation on the Chilean peso as compared to the US Dollar, Euro, Argentine Peso, Uruguayan Peso, Paraguayan Guarani, Bolivian Peso and Colombian Peso.
As of December 31, 2022, the Company maintained foreign currency obligations amounting to ThCh$ 624,587,229 (ThCh$ 92,881,225 as of December 31, 2021) mostly denominated in US Dollars. Foreign currency obligations ThCh$ 516,448,473 as of December 31, 2022 (ThCh$ 12,405,293 as of December 31, 2021) represent a 39 % (2 % as of December 31, 2021) of total other financial liabilities. The remaining 61 % (98 % as of December 31, 2021) is mainly denominated in Unidades de Fomento (inflation-indexed Chilean monetary unit – see inflation risk section) and CLP. In addition, the Company has assets in foreign currency as of December 31, 2022 in the amount of ThCh$ 590,728,935 (ThCh$ 106,443,576 as of December 31, 2021) that mainly correspond to cash and cash equivalent and export accounts receivable.
Regarding the operations of foreign subsidiaries, the net liability exposure in US Dollars and other currencies amounts to ThCh$ 15,423,603 as of December 31, 2022 (ThCh$ 17,526,136 as of December 31, 2021).
To protect the value of the net foreign currency assets and liabilities position of its Chilean and Argentinean operations, the Company enters into derivate contracts (currency forwards) to mitigate any variation in the Chilean peso and Argentinean peso as compared to other currencies.
As of December 31, 2022 the net exposure in Chile, in US Dollars and other currencies after the use of derivate instruments, is liability in the amount of ThCh$ 601,931 (ThCh$ 4,210,943 as of December 31, 2021).
For the year ended December 31, 2022 of the Company’s total sales, both in Chile and abroad, 6 % (5 % for the year ended December 31, 2021) corresponds to export sales in foreign currencies, mainly US Dollars, Euros, British pounds and other currencies and approximately 63 % (63 % for the year ended December 31, 2021) of total direct costs correspond to raw materials and products purchased in foreign currencies, or indexed to such currencies. The Company does not hedge the possible variations in the expected cash flows from such transactions.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The Company is also exposed to fluctuations in exchange rates related to the conversion from the US Dollar, Argentine Peso, the Uruguayan Peso, the Paraguayan Guaraní, the Bolivian Peso, the British pound, the Peruvian Sol and the Colombian Peso to Chilean Pesos with respect to assets, liabilities, income and expenses of its subsidiaries in Argentina, United States, Uruguay, Paraguay Bolivia and United Kingdom, associates in Argentina and Perú and a joint venture in Colombia. The Company does not hedge the risks associated to the conversion of its subsidiaries, whose effects are recorded in equity.
Exchange rate sensitivity analysis
The effect of foreign exchange gains (losses) recognized in the Consolidated Statement of Income by Function for the year ended December 31, 2022, related to assets and liabilities denominated in foreign currency, was a loss of ThCh$ 20,173,381 (loss of ThCh$ 10,149,345 for the year ended December 31, 2021 and profits of ThCh$ 2,551,823 for the year ended 2020). Considering the exposure in Chile at December 31, 2022, and assuming a 10 % increase in the exchange rate, and keeping constant all other variables such as interest rates constant, it is estimated that the effect on the Company’s net income would be a loss after taxes of ThCh$ 43,941 (ThCh$ 307,399 for the year ended December 31,2021 and ThCh$ 105,961 for the year ended December 31, 2020) associated of the owners of the controller.
Considering that approximately 6 % of the Company’s sales revenue comes from export sales carried out in Chile (5 % for the year ended December 31, 2021 and 7 % for the year ended December 31, 2020), in currencies other than Chilean Peso, and that approximately 63 % (63 % for the year ended December 31, 2021 and 62 % for the year ended December 31, 2020) of the Company’s direct costs are in or indexed to the US Dollar and assuming that the functional currencies will appreciate/depreciate by 10 % in respect to the US Dollar, and keeping all other variables constant, the hypothetical effect on the Company’s income would be a loss/gain after taxes of ThCh$ 43,950,998 (ThCh$ 34,891,134 for the year ended December 31,2021 and ThCh$ 22,919,408 for the year ended December 31, 2020).
The Company can also be affected by changes in the exchange rate of the countries where its foreign subsidiaries operate, since income is converted to Chilean Pesos at the average exchange rate of each month (except for Argentina which uses the end of period exchange rate as the reporting date). The operating income of foreign subsidiaries for the year ended December 31, 2022 was a income of ThCh$ 63,345,544 , income of ThCh$ 56,990,988 for the year ended December 31, 2021 and loss of ThCh$ 963,321 for the year ended December 31, 2020). Therefore, a depreciation/appreciation of 10 % in the exchange rate of the Argentine Peso, the Uruguayan Peso, the Paraguayan Guarani and the Bolivian peso against the Chilean Peso, would result in a loss/income before taxes of ThCh$ 6,334,554 for the year ended December 31, 2022 (ThCh$ 5,699,099 for the year ended December 31, 2021 and ThCh$ 96,332 for the year ended December 31, 2020).
The net investment in foreign subsidiaries, associates and joint ventures as of December 31, 2022 amounted to ThCh$ 417,864,198 , ThCh$ 4,379,604 and ThCh$ 125,672,009 respectively (ThCh$ 355,930,567 , ThCh$ 549,401 and ThCh$ 125,296,382 as of December 31, 2021). Assuming a 10 % increase or decrease in the Argentine Peso, Uruguayan Peso, Paraguayan Guarani, Bolivian Peso and Colombian Peso against the Chilean Peso, and maintaining all other variables constant, the increase/decrease would hypothetically result in a Net income loss of ThCh$ 54,791,581 (ThCh$ 48,177,635 for the year ended December 31,2021 and ThCh$ 35,994,052 for the year ended December 31, 2020) recorded as a credit/charge to equity.
The Company does not hedge risks associated to currency conversion of the financial statements of its subsidiaries that have a different functional currency, whose effects are recorded in equity.
Interest rate risk
Interest rate risk mainly originates from the Company’s financing sources.
As of December 31, 2022 and December 31, 2021, the Company had no
To manage interest rate risk, the Company has a policy which seeks to reduce the volatility of its finance cost, and maintain a suitable percentage of its debt in fixed rate instruments. The financial position is mainly set by the use of short-term and long-term, as well as derivate instruments such as cross currency interest rate swaps and cross interest rate swaps.
As of December 31, 2022 and December 31, 2021, after considering the effect of interest rates and currency swaps, a 100
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The term and conditions of the Company’s obligations with financial institutions as of December 31, 2022, including exchange rates, interest rate, maturities and effective interest rates, are detailed in .
Note 21 – Other financial liabilities
Interest rate sensitivity analysis
The total financial cost recognized in the Consolidated Statement of Income by Function for the year ended December 31, 2022, related to short and long-term debt amounted to ThCh$ 75,930,875 (ThCh$ 35,660,493 as of December 31, 2021 and ThCh$ 28,714,063 as of December 31, 2020).
Inflation risk
The Company maintains agreements indexed to Unidades de Fomento (UF) with third parties, as well as UF indexed financial debt which means the Company is exposed to fluctuations in the UF, generating an increase in the value of those agreements and liabilities if the UF increases due to inflation. This risk is partially mitigated by the Company’s policy of keeping net sales per unit in UF constant as long as the market conditions allow it, and taking cross currency swaps if the market conditions are favorable to the Company.
Inflation in Argentina has shown significant increases since the beginning of 2018. The cumulative inflation rate of three years, calculated using different combinations of consumer price indices, has exceeded 100% for several months, and it’s still increasing. The cumulative three-year inflation calculated using the general price index has already exceeded 100%. Therefore, as prescribed by IAS 29, Argentina was declared a hyperinflationary economy as of July 1, 2018.
(See
Note 2 – Summary of significant accounting polices (2.4)
).
Inflation sensitivity analysis
Income from indexation units recognized in the Consolidated Statement of Income by Function for the year ended December 31, 2022, related to UF indexed short and long-term debt and the application of Hyperinflation Accounting in Argentina, is an income of ThCh$ 1,198,565 (income of ThCh$ 2,529,298 for the year ended December 31, 2021 and loss of ThCh$ 429,198 for the year ended December 31, 2020). Assuming a reasonably possible 3 % increase (decrease) in the Unidad de Fomento and 5,013,986 (ThCh$ 1,672,967 for the year ended December 31, 2021 and ThCh$ 1,589,705 for the year ended December 31, 2020).
10
% of inflation in Argentina, and keeping all other variables such as interest rates constant, the aforementioned increase (decrease) would hypothetically result in a loss (income) of ThCh$ Raw material Price risk
The main exposure to raw materials price variation is related to barley, malt, and cans 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.
Malt and cans
In Chile, the Company obtains its malt supply from both 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 price of malt according to the agreements.
The purchase commitments made expose the Company to raw materials price fluctuation risk. CCU Argentina acquires malt from local producers. These raw materials represent approximately 6 % (8 % for the year ended December 31, 2021 and 7 % for the year ended December 31, 2020) of the direct cost of the Chile Operating segment.
For the year ended December 31, 2022 in the Chile Operation segment, the cost of cans represented approximately 24 % of direct costs (20 % for the year ended December 31, 2021 and 19 % for the year ended December 31, 2020). In the International Business Operating segment, the cost of cans represented approximately 37 % of direct raw materials costs for the year ended December 31, 2022 (38 % for the year ended December 31, 2021 and 36 % as of December 31, 2020).
Concentrates, sugar and plastic containers
The main raw materials used in the production of non-alcoholic beverages are concentrated, which are mainly acquired from licenses, sugar and plastic resin for the manufacturing of plastic bottles and containers. The Company is exposed to price fluctuation risks involving these raw materials, which jointly represent approximately 26 % (30 % as of December 31, 2021 and 24 % as of December 31, 2020) of the direct cost of the Chile Operating segment.
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Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
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The Company does not engage in hedging raw materials purchases.
Grapes and wine
The main raw materials used by subsidiary Viña San Pedro Tarapacá S.A. (from now VSPT) for wine production are grapes harvested from its own vineyards and grapes and wine acquired from third parties through long-term and spot contracts. In the last 12 months, approximately 27 % (26 % as of December 31, 2021) of VSPT’s total wine supply came from its own vineyards. Regarding our export market, and considering our focus on this market, approximately 45 % (42 % as of December 31, 2021) of our wine supply for export came from our own vineyards.
The remaining 73 % (74 % as of December 31, 2021) supply was purchased from third parties through long-term and spot contracts. In the last 12 months, the subsidiary VSPT acquired 58 % (60 % as of December 31, 2021) of the necessary grapes and wine from third parties through spot contracts. Additionally, the long-term transactions were 15 % (15 % as of December 31, 2021) of the total supply.
We should consider that as of December 31, 2022 wine represents 59 % (60 % as of December 31, 2021) of the total direct cost of the Wine Operating segment, and supplies purchased from third parties represented 34 % (36 % as of December 31, 2021).
Raw material Price sensitivity analysis
Total direct costs in the Consolidated Statement of Income by Function for the year ended as of December 31, 2022 amounted to ThCh$ 1,188,930,623 (ThCh$ 1,014,092,586 as of December 31, 2021 and ThCh$ 757,097,886 as of December 31, 2020). Assuming a reasonably possible 8 % increase/decrease in the direct cost of each Operating segment and keeping all other variables such as exchange rates constant, the aforesaid increase/decrease would hypothetically result into a loss/income before taxes of ThCh$ 62,291,401 (ThCh$ 51,992,161 as of December 31, 2021 and ThCh$ 38,770,441 as of December 31, 2020) for the Chile Operating segment, ThCh$ 23,328,732 (ThCh$ 20,522,990 as of December 31, 2021 and ThCh$ 13,698,385 as of December 31, 2020) for the International Business Operating segment and ThCh$ 11,714,298 (ThCh$ 10,139,588 as of December 31, 2021 and ThCh$ 8,959,908 as of December 31, 2020) for the Wine operating segment.
Credit risk
The credit risk which the Company is exposed to originates from: a) trade accounts receivable from retail customers, whole sale distributors and supermarket chains in the domestic market; b) accounts receivable from exports; and c) financial instruments maintained with Banks and financial institutions, such as demand deposits, mutual fund investments, instrument acquired under resale commitments and derivatives.
Domestic market
The credit risk related to trade accounts receivable from domestic markets is managed by the Credit and Collections Management Department, and is monitored by the Credit Committee of each business unit.
The domestic market mainly refers to accounts receivables in Chile and represents 63 % of total trade accounts receivable (66 % al December 31, 2021). The Company has a wide base of customers that are subject to the policies, procedures and controls established by the Company. Credit limits are established for all customers on the basis of an internal rating and their payment behavior. Outstanding trade accounts receivable are regularly monitored. In addition, the Company purchases credit insurance that covers 90 % of individually significant accounts receivable balances, coverage that as of December 31, 2022 is equivalent to 82 % (85 % as of December 31, 2021) of total accounts receivable.
Overdue, but not impaired, trade accounts receivables represent customers that are less than 30 days overdue (18 as of December 31, 2021).
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The Company sells its products through retail customers, wholesale distributors and supermarket chains, with a credit worthiness of 99 % (100 % as of December 31, 2021).
As of December 31, 2022 the Company has no significant guarantees from its customers.
The Company believes that no additional credit risk provisions other than the individual and collective provisions determined as of December 31, 2022, that amount to ThCh$ 5,689,741 (ThCh$ 5,820,206 as of December 31, 2021), are needed since a large percentage of these are covered by insurance (See ).
Note 10 – Trade and other receivable
Exports market
The credit risk related to accounts receivable from exports is managed by the Head of Credit and Collections and is monitored by the Administration and Finance Management Department. VSPT’s export trade accounts receivable represent 11 % of total trade accounts receivable (12 % as of December 31, 2021). VSPT has a wide base of customers, in more than eighty countries, which are subject to the policies, procedures and controls established by VSPT. In addition, VSPT acquires credit insurance to cover 90 % of individually significant accounts receivable. This coverage accounts for more than 81 % (88 % as of December 31, 2021) of total accounts receivable are covered. Pending payments of trade accounts receivable are regularly monitored. Apart from the credit insurance, having diversified sales in different countries decreases the credit risk.
Regarding VSPT’s export customers, overdue, but no impaired, trade accounts receivables are customers that are less than 41 days overdue (28 days average as of December 31, 2021).
The Company believes that no credit risk provisions are necessary other than the individual and collective provisions determined as of December 31, 2022. See analysis of accounts receivable aging and losses due to impairment of accounts receivables (See ).
Note 10 – Trade and other receivable
Financial investments and derivatives
Financial investments correspond to time deposits, which are financial instruments acquired with repurchase agreements at fixed interest rate, maturing in less than three months placed in financial institutions in Chile, so there are not exposed to significant market risk. Derivatives are measured at fair value and traded only in the Chilean market. Since 2018, the amendment to IFRS 9, which requires changes to the valuation of derivative financial instruments considering the counterparty risk (CVA and DVA), is applied. The CVA and DVA effect is calculated using the probability of default of the counterparty or CCU, when applicable, assuming a 40% recovery rate for each derivative instrument. For CCU, the default probability is obtained from the spread of corporate bonds with the same credit risk rating than CCU, while for the counterparty, considers the sum between the Credit Default Swap (CDS) of Chile and the CDS of Citibank in the United States. As of
December 31, 2022
the effect is not material.Tax risk
Our businesses are subject to different taxes in the countries we operate, particularly with excise taxes on the consumption of alcoholic and non-alcoholic beverages. An increase in the rate of these or any other tax could negatively affect our sales and profitability.
Liquidity risk
The Company manages liquidity risk at a consolidated level. Cash flows from operating activities are the main source of liquidity. Additionally, the Company has the ability to issue debt and equity instruments in the capitals market based on our needs.
In order to manage short-term liquidity, the Company considers projected cash flows for a twelve-month moving period and maintains cash and cash equivalents available to meet its obligations.
Based on current operating performance and its liquidity position, the Company estimates that cash flows from operation activities and available cash will be sufficient to finance working capital, capital investments, interest payments, dividend payment and debt payment requirement for the next 12-months period and in the foreseeable future.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The Company’s financial liabilities maturities as of December 31, 2022 and December 31, 2021 based on non-discounted contractual cash flows are summarized as follows:
|
As of December 31, 2022 |
Book value (*) |
Contractual flows maturities |
|||||
|
0 to 3 months |
3 months to 1 year |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Other financial liabilities (non derivative) |
|
|
|
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
|
|
|
Bond payable |
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
|
|
|
Sub-Total |
|
|
|
|
|
|
|
|
Derivatives |
|
|
|
|
|
|
|
|
Derivatives not designated as hedges |
|
|
- |
- |
- |
- |
|
|
Derivatives designated as hedges |
|
|
|
|
|
- |
|
|
Sub-Total |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
(*) See current and non-current book value in
Note 7 – Financial Instruments.
|
As of December 31, 2021 |
Book value (*) |
Contractual flows maturities |
|||||
|
0 to 3 months |
3 months to 1 year |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Other financial liabilities (non derivative) |
|
|
|
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
|
|
|
Bond payable |
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
|
|
|
Sub-Total |
|
|
|
|
|
|
|
|
Derivatives |
|
|
|
|
|
|
|
|
Derivatives not designated as hedges |
|
|
- |
- |
- |
- |
|
|
Derivatives designated as hedges |
|
|
|
|
|
- |
|
|
Sub-Total |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
(*) See current and non-current book value in .
Note 7 – Financial Instruments
Risk from health crises
Health crises, pandemics or the outbreak of contagious diseases at a global or regional level could have a negative impact on our operations and financial position.
A health crisis, pandemic or the outbreak of disease at a global or regional level, such as the case of the recent outbreak of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, could have a negative impact on our operations and financial position. The above-mentioned circumstances could impede the normal operation of the Company, limit our production and distribution capacity, and/or generate a contraction in the demand for our products. The degree of impact on our operations will depend on factors that we cannot predict, such as the duration, spread, and severity of the health crisis.
Any prolonged restrictive measures put in place in order to control an outbreak of a contagious disease or other adverse public health development in any of our targeted markets may have a material and adverse effect on our business operations. The ultimate severity of the Coronavirus outbreak is uncertain at this time and therefore we cannot predict the impact it may have on the world, the economies where we operate or the financial markets, and consequently in our financial condition or results of operations.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The Company has defined three Operating segments, essentially defined with respect to its revenues in the geographic areas of commercial activity: 1. Chile, 2. International business and 3. Wine.
These Operating segments mentioned are consistent with the way the Company is managed and how results are reported by CCU. These segments reflect separate operating results which are regularly reviewed by the chief operating decision maker in order to make decisions about the resources to be allocated to the segment and assess its performance.
|
Operating segment |
Products and services |
|
Chile |
|
|
International Business |
|
|
Wines |
|
|
|
|
Corporate revenues and expenses are presented separately within the Other, in addition in the other presents the elimination of transactions between segments.
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:
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
a) |
Information as per operating segments for the years ended December 31, 2022 and 2021: |
|
|
Chile |
International Business |
Wines |
Others |
Total |
|||||
|
|
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
Sales revenue external customers |
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
Sales revenue between segments |
|
|
|
|
|
|
( |
( |
|
|
|
Net sales |
|
|
|
|
|
|
( |
( |
|
|
|
Change % |
|
- |
|
- |
|
- |
- |
- |
|
- |
|
Cost of sales |
( |
( |
( |
( |
( |
( |
|
|
( |
( |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
( |
( |
|
|
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
MSD&A (1) |
( |
( |
( |
( |
( |
( |
( |
( |
( |
( |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
Other operating income (expenses) |
( |
|
|
|
|
|
|
|
|
|
|
Adjusted operating result (2) |
|
|
|
|
|
|
( |
( |
|
|
|
Change % |
( |
- |
|
- |
|
- |
- |
- |
( |
- |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
Net financial expense |
|
|
|
|
|
|
|
|
( |
( |
|
Equity and income of associates and joint ventures |
|
|
|
|
|
|
|
|
( |
|
|
Gains (losses) on exchange differences |
|
|
|
|
|
|
|
|
( |
( |
|
Results as per adjustment units |
|
|
|
|
|
|
|
|
|
|
|
Other gains (losses) |
|
|
|
|
|
|
|
|
( |
|
|
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
|
|
|
( |
( |
|
Net income for year |
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
ORBDA (3) |
|
|
|
|
|
|
( |
( |
|
|
|
Change % |
( |
- |
|
- |
|
- |
|
- |
( |
- |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
MSD&A included Marketing, Selling, Distribution and Administrative expenses. |
|
(2) |
Adjusted operating result (for management purposes we have defined it as Net income before net financial expense, gain (losses) of joint venture and associates accounted for using the equity method, gains (losses) on exchange differences, result as per adjustment units and income taxes). |
|
(3) |
ORBDA (for management purposes we have defined it as Adjusted Operating Result before Depreciation and Amortization). |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
b) |
Information as per operating segments for the years ended December 31, 2021 and 2020: |
|
|
Chile |
International Business |
Wines |
Others |
Total |
|||||
|
|
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
Sales revenue external customers |
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
Sales revenue between segments |
|
|
|
|
|
|
( |
( |
|
|
|
Net sales |
|
|
|
|
|
|
( |
( |
|
|
|
Change % |
|
- |
|
- |
|
- |
- |
- |
|
- |
|
Cost of sales |
( |
( |
( |
( |
( |
( |
|
|
( |
( |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
( |
( |
|
|
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
MSD&A (1) |
( |
( |
( |
( |
( |
( |
( |
( |
( |
( |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
Other operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating result (2) |
|
|
|
( |
|
|
( |
( |
|
|
|
Change % |
|
- |
( |
- |
|
- |
- |
- |
|
- |
|
% of Net sales |
|
|
|
( |
|
|
|
|
|
|
|
Net financial expense |
|
|
|
|
|
|
|
|
( |
( |
|
Equity and income of associates and joint ventures |
|
|
|
|
|
|
|
|
|
( |
|
Foreign currency exchange differences |
|
|
|
|
|
|
|
|
( |
|
|
Results as per adjustment units |
|
|
|
|
|
|
|
|
|
( |
|
Other gains (losses) |
|
|
|
|
|
|
|
|
|
( |
|
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
|
|
|
( |
( |
|
Net income for year |
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
ORBDA (3) |
|
|
|
|
|
|
( |
( |
|
|
|
Change % |
|
- |
|
- |
|
- |
|
- |
|
- |
|
% of Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
MSD&A included Marketing, Selling, Distribution and Administrative expenses. |
|
(2) |
Adjusted operating result (for management purposes we have defined it as Net income before net financial expense, gain (losses) of joint venture and associates accounted for using the equity method, gains (losses) on exchange differences, result as per adjustment units and income taxes). |
|
(3) |
ORBDA (for management purposes we have defined it as Adjusted Operating Result before Depreciation and Amortization). |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Sales information by geographic location
|
Net sales per geographical location |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Chile (1) |
|
|
|
|
Argentina (2) |
|
|
|
|
Uruguay |
|
|
|
|
Paraguay |
|
|
|
|
Bolivia |
|
|
|
|
Foreign countries |
|
|
|
|
Total |
|
|
|
|
(1) |
Includes net sales correspond to Corporate Support Unit and eliminations between geographical locations. Additionally, includes net sales made in Chile of the Wines Operating segment. |
|
(2) |
Includes net sales made by the subsidiaries Finca La Celia S.A. and Los Huemules SRL., registered under the Wines Operating segment and Chile Operating segment, respectively. |
Sales information by customer
|
|
For the years ended as of December 31, |
||
|
Net Sales |
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
Domestic sales |
|
|
|
|
Exports sales |
|
|
|
|
Total |
|
|
|
Sales information by product category
|
Sales information by product category |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Alcoholic business |
|
|
|
|
Non-alcoholic business |
|
|
|
|
Others (1) |
|
|
|
|
Total |
|
|
|
|
(1) |
Others consist mainly of sales of by-products and packaging including bottles, pallets, and glasses. |
Depreciation and amortization as per operating segments
|
Depreciation and amortization |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Chile operating segment |
|
|
|
|
International Business operating segment |
|
|
|
|
Wines operating segment |
|
|
|
|
Others (1) |
|
|
|
|
Total |
|
|
|
|
(1) |
I ncludes depreciation and amortization corresponding to the Corporate Support Units. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Cash flows Operating Segments
|
Cash flows Operating Segments |
For the years ended as of December 31, |
|||
|
2022 |
2021 |
2020 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Cash flows from (used in) Operating activities |
|
|
|
|
|
Chile operating segment |
|
|
|
|
|
International business operating segment |
|
|
|
|
|
Wines operating segment |
|
|
|
|
|
Others (1) (*) |
|
( |
|
|
|
|
|
|||
|
Cash flows from (used in) Investing Activities |
|
( |
( |
( |
|
Chile operating segment |
|
( |
( |
( |
|
International business operating segment |
|
( |
( |
( |
|
Wines operating segment |
|
( |
( |
( |
|
Others (1) (*) |
|
( |
( |
|
|
|
|
|||
|
Cash flows from (used in) Financing Activities |
|
|
( |
|
|
Chile operating segment |
|
|
( |
( |
|
International business operating segment |
|
|
( |
|
|
Wines operating segment |
|
( |
( |
|
|
Others (1) (*) |
|
|
( |
|
|
|
|
|||
|
(1) |
Others include Corporate Support Units. |
(*) It
includes cash flow related to joint ventures. See .
Note 8 - Cash and cash equivalents
Capital expenditures as per operating segments
|
Capital expenditures (property, plant and equipment and software additions) |
For the years ended as of December 31, |
|||
|
2022 |
2021 |
2020 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Chile operating segment |
|
|
|
|
|
International Business operating segment |
|
|
|
|
|
Wines operating segment |
|
|
|
|
|
Others (1) |
|
|
|
|
|
Total |
|
|
|
|
|
(1) |
Others include the capital investments corresponding to the Corporate Support Units. |
Assets as per operating segments
|
Assets as per Operating segment |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Chile operating segment |
|
|
|
International Business operating segment |
|
|
|
Wines operating segment |
|
|
|
Others (1) |
|
|
|
Total |
|
|
|
(1) |
I ncludes assets corresponding to the Corporate Support Units. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Assets per geographic location
|
Assets per geographical location |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Chile (1) |
|
|
|
Argentina (2) |
|
|
|
Uruguay |
|
|
|
Paraguay |
|
|
|
Bolivia |
|
|
|
Total |
|
|
|
(1) |
Includes the assets corresponding to the Corporate Support Units and eliminations between geographic location and investments in associates and joint ventures. Additionally, includes part of Wines Operating segment and excludes its argentine subsidiary Finca La Celia S.A. |
|
(2) |
Includes the assets of the subsidiaries Finca La Celia S.A. and Los Huemules S.R.L. registered under the Wines Operating segment and Chile Operating segment, respectively. |
Liabilities as per operating segments
|
Liabilities as per Operating segment |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Chile operating segment |
|
|
|
International Business operating segment |
|
|
|
Wines operating segment |
|
|
|
Others (1) |
|
|
|
Total |
|
|
|
(1) |
O thers include liabilities corresponding to the Corporate Support Units. |
Operating Segment’s additional information
The following is a reconciliation of on Net income for the period, the main comparable IFRS measure to Adjusted Operating Result for the periods ended Dec
|
|
For the years ended December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Net income |
|
|
|
|
Add (Subtract): |
|
|
|
|
Other gains (losses) |
|
( |
|
|
Finance income |
( |
( |
( |
|
Finance costs |
|
|
|
|
Share of net income (loss) of joint ventures and associates accounted for using the equity method |
|
( |
|
|
Gains (losses) on exchange differences |
|
|
( |
|
Result as per adjustment units |
( |
( |
|
|
Income tax (expense) benefit |
|
|
|
|
Adjusted operating result |
|
|
|
|
Depreciation and amortization |
|
|
|
|
ORBDA |
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The following is a reconciliation of the co
nsolidated amounts presented for MSD&A with the comparable amounts presented on the face of our consolidated statement of income:|
|
For the years ended December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Consolidated statement of income |
|
|
|
|
Distribution costs |
( |
( |
( |
|
Administrative expenses |
( |
( |
( |
|
Other expenses by function |
( |
( |
( |
|
Other expenses included in ´Other expenses by function´ |
|
|
|
|
Total MSD&A |
( |
( |
( |
The Administration of the Company review the financial position and result of operations of their joint ventures and associates that is described in
Note 16 - Investments accounted for using equity method
.
Financial instruments categories
The carrying amounts of each financial instrument category are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designates as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Accounts receivable - trade and other receivable (net) |
|
|
|
|
|
Accounts receivable from related parties |
|
|
|
|
|
Total accounts receivables |
|
|
|
|
|
Sub-Total financial assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Total financial assets |
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
Bonds payable |
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
Total financial liabilities measured at amortized cost |
|
|
|
|
|
Derivatives not designated as hedges |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total financial derivative liabilities |
|
|
|
|
|
Total other financial liabilities (*) |
|
|
|
|
|
Lease Liabilities |
|
|
|
|
|
Total lease liabilities (**) |
|
|
|
|
|
Account payable- trade and other payable |
|
|
|
|
|
Accounts payable to related parties |
|
|
|
|
|
Total commercial obligations and other accounts payable |
|
|
|
|
|
Total financial liabilities |
|
|
|
|
|
|
|
|
|
|
(*) See .
Note 21 - Other financial liabilities
(**) See .
Note 22 - Lease liabilities
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Fair value of Financial instruments
The following tables show fair values, based on financial instrument categories, compared to the carrying amount included in the Consolidated Statements of Financial Position:
|
a) |
Financial assets and liabilities are detailed as follows: |
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
|
Book Value |
Fair Value |
Book Value |
Fair Value |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Accounts receivable - trade and other receivable (net) |
|
|
|
|
|
Accounts receivable from related parties |
|
|
|
|
|
Total accounts receivables |
|
|
|
|
|
Sub-Total financial assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Total financial assets |
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
Bonds payable |
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
Total financial liabilities measured at amortized cost |
|
|
|
|
|
Derivatives not designated as hedges |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total financial derivative liabilities |
|
|
|
|
|
Total other financial liabilities (*) |
|
|
|
|
|
Lease Liabilities |
|
|
|
|
|
Total lease liabilities (**) |
|
|
|
|
|
Account payable- trade and other payable |
|
|
|
|
|
Accounts payable to related parties |
|
|
|
|
|
Total commercial obligations and other accounts payable |
|
|
|
|
|
Total financial liabilities |
|
|
|
|
|
|
|
|
|
|
(*) See .
Note 21 - Other financial liabilities
(**) See .
Note 22 - Lease liabilities
The carrying amount of cash and cash equivalents, other financial assets,
deposits for return of bottles and containers
and lease liabilities approximate their fair value due to their short-term nature or by its valuation methodology while loans receivable and accounts receivable are 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.
The fair value of bank borrowings and Bonds payable has hierarchy level 2 of fair value.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
b) |
Financial instruments by category: |
|
As of December 31, 2022 |
Fair value with changes in income |
Financial assets measured at amortized cost |
Hedge derivatives |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial assets |
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Trade and other receivable (net) |
|
|
|
|
|
Accounts receivable from related parties |
|
|
|
|
|
Total financial assets |
|
|
|
|
|
As of December 31, 2022 |
Fair value with changes in income |
Hedge derivatives |
Financial liabilities measured at amortized cost |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial liabilities |
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
Bonds payable |
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
Derivatives not designated as hedges |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total Other financial liabilities |
|
|
|
|
|
Leases liabilities |
|
|
|
|
|
Account payable- trade and other payable |
|
|
|
|
|
Accounts payable to related parties |
|
|
|
|
|
Total financial liabilities |
|
|
|
|
|
As of December 31, 2021 |
Fair value with changes in income |
Financial assets measured at amortized cost |
Hedge derivatives |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial assets |
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
Trade and other receivable (net) |
|
|
|
|
|
Accounts receivable from related parties |
|
|
|
|
|
Total financial assets |
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
As of December 31, 2021 |
Fair value with changes in income |
Hedge derivatives |
Financial liabilities measured at amortized cost |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial liabilities |
|
|
|
|
|
Bank borrowings |
|
|
|
|
|
Bonds payable |
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
Derivatives not designated as hedges |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total Other financial liabilities |
|
|
|
|
|
Leases liabilities |
|
|
|
|
|
Account payable- trade and other payable |
|
|
|
|
|
Accounts payable to related parties |
|
|
|
|
|
Total financial liabilities |
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Derivative Instruments
The detail of maturities, number of derivative agreements, contracted nominal amounts, fair values and the classification of such derivative instruments by type of agreement at the closing of each year, are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||||||
|
Number of agreements |
Nominal amounts thousand |
Assets |
Liabilities |
Number of agreements |
Nominal amounts thousand |
Assets |
Liabilities |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|||||
|
Cross currency swaps UF/CLP |
|
|
|
|
|
|
||
|
Less than a year |
|
|
|
|
|
|
- |
|
|
Between 1 and 5 years |
|
|
|
|
|
|
|
- |
|
More than 5 years |
|
|
|
- |
|
|
- |
- |
|
Cross currency interest rate swaps UF/EURO |
|
|
|
|
- |
|
||
|
Less than a year |
|
|
- |
|
|
|
- |
|
|
Between 1 and 5 years |
|
|
|
- |
|
|
- |
|
|
Cross currency interest rate swaps UF/USD |
|
|
|
|
- |
|
||
|
Less than a year |
|
|
- |
|
|
|
- |
|
|
Between 1 and 5 years |
|
|
|
- |
|
|
- |
|
|
Subtotal hedging derivatives |
|
|
|
|
|
|
||
|
Forwards USD |
|
|
|
|
|
|
||
|
Less than a year |
|
|
|
|
|
|
|
|
|
Forwards Euro |
|
|
|
|
|
|
||
|
Less than a year |
|
|
|
|
|
|
|
|
|
Forwards CAD |
|
|
- |
|
- |
|
||
|
Less than a year |
|
|
|
- |
|
|
- |
|
|
Forwards GBP |
|
|
|
|
- |
|
||
|
Less than a year |
|
|
|
|
|
|
- |
|
|
Forwards CHF |
- |
- |
- |
- |
|
|
|
|
|
Less than a year |
|
|
- |
- |
|
|
|
|
|
Subtotal derivatives with effects on income |
|
|
|
|
|
|
||
|
Total instruments |
|
|
|
|
|
|
||
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 designation; consequently, their effects are recorded in Income, in Other gains (losses).|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
In the case of Cross Currency Interest Rate Swaps and the Cross Interest Rate Swaps, these qualify as cash flow hedges of the cash flows related to loans from Banco de Chile and Scotiabank Chile. See additional disclosures in .
Note 21 – Other financial liabilities
|
As of December 31, 2022 |
|||||||
|
Entity |
Nature of risks covered |
Assets |
Liabilities |
Fair value of net asset (liabilities) |
Maturity |
||
|
Currency |
Amount |
Currency |
Amount |
Amount |
|||
|
ThCh$ |
ThCh$ |
ThCh$ |
|||||
|
Banco Santander - Chile |
UF |
|
CLP |
|
|
||
|
Banco Santander - Chile |
UF |
|
CLP |
|
|
||
|
Banco Santander - Chile |
UF |
|
CLP |
|
|
||
|
Scotiabank Chile |
UF |
|
CLP |
|
|
||
|
Scotiabank Chile |
UF |
|
CLP |
|
|
||
|
Scotiabank Chile |
UF |
|
USD |
|
( |
||
|
Scotiabank Chile |
UF |
|
EUR |
|
|
||
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|||||||
|
Entity |
Nature of risks covered |
Assets |
Liabilities |
Fair value of net asset (liabilities) |
Maturity |
||
|
Currency |
Amount |
Currency |
Amount |
Amount |
|||
|
ThCh$ |
ThCh$ |
ThCh$ |
|||||
|
Banco Santander - Chile |
UF |
|
CLP |
|
|
||
|
Banco Santander - Chile |
UF |
|
CLP |
|
|
||
|
Scotiabank Chile |
UF |
|
CLP |
|
|
||
|
Scotiabank Chile |
UF |
|
USD |
|
( |
||
|
Scotiabank Chile |
UF |
|
EUR |
|
( |
||
|
|
|
|
|
|
|
|
|
The Consolidated Statement of Other Comprehensive Income includes un12,415,374 (ThCh$ 2,168,254 as of December 31, 2021 and ThCh$ 4,068,855 as of December 31, 2020), related to the fair value of Cross Currency Interest Swap and Cross Interest Rate Swap derivatives instruments.
der
the caption cash flow hedge, for the year ended December 31, 2022 a credit before income taxes of ThCh$ |
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
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 other than those of Level 1, which may be directly or indirectly observed as of the measurement date (adjusted prices). |
|
|
|
|
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 instruments recorded at fair value in the Consolidated Financial Statements, is detailed as follows:
|
As of December 31, 2022 |
Recorded fair value |
Fair value hierarchy |
||
|
level 1 |
level 2 |
level 3 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total financial derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
Recorded fair value |
Fair value hierarchy |
||
|
level 1 |
level 2 |
level 3 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Derivative financial instruments |
|
|
|
|
|
Marketable securities and investments in other companies |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total other financial assets |
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
Derivatives designated as hedges |
|
|
|
|
|
Total financial derivative liabilities |
|
|
|
|
|
|
|
|
|
|
During the year ended as of December 31, 2022, the Company has not made any significant instrument transfers 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.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Cash and cash equivalent balances are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
As of December 31, 2020 |
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Cash on hand |
|
|
|
|
Bank balances |
|
|
|
|
Cash |
|
|
|
|
Time deposits |
|
|
|
|
Securities purchased under resale agreements |
|
|
|
|
Investments in mutual funds |
|
|
|
|
Short term investments classified as cash equivalents |
|
|
|
|
Cash equivalents |
|
|
|
|
Overnight deposits |
|
|
|
|
Total |
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The composition of cash and cash equivalents by currency as of December 31, 2022, is detailed as follows:
|
|
Chilean Peso |
US Dollar |
Euro |
Argentine Peso |
Uruguayan Peso |
Paraguayan Guarani |
Bolivian |
Others |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Cash on hand |
|
|
|
|
|
|
|
|
|
|
Bank balances |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
|
|
|
|
|
|
|
|
|
Securities purchased under resale agreements |
|
|
|
|
|
|
|
|
|
|
Investments in mutual funds |
|
|
|
|
|
|
|
|
|
|
Short term investments classified as cash equivalents |
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
The composition of cash and cash equivalents by currency as of December 31, 2021, is detailed as follows:
|
|
Chilean Peso |
US Dollar |
Euro |
Argentine Peso |
Uruguayan Peso |
Paraguayan Guarani |
Bolivian |
Others |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Cash on hand |
|
|
|
|
|
|
|
|
|
|
Bank balances |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
|
|
|
|
|
|
|
|
|
Securities purchased under resale agreements |
|
|
|
|
|
|
|
|
|
|
Investments in mutual funds |
|
|
|
|
|
|
|
|
|
|
Short term investments classified as cash equivalents |
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The composition of cash and cash equivalents by currency as of December 31, 2020, is detailed as follows:
|
|
Chilean Peso |
US Dollar |
Euro |
Argentine Peso |
Uruguayan Peso |
Paraguayan Guarani |
Bolivian |
Others |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Cash on hand |
|
|
|
|
|
|
|
|
|
|
Bank balances |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
|
|
|
|
|
|
|
|
|
Securities purchased under resale agreements |
|
|
|
|
|
|
|
|
|
|
Investments in mutual funds |
|
|
|
|
|
|
|
|
|
|
Short term investments classified as cash equivalents |
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
Overnight deposits |
|
|
|
|
|
|
|
|
|
|
Total other cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The composition of time deposits is detailed as follows:
As of December 31, 2022:
|
Financial entity |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
|||||
|
Citibank - New York |
USD |
|
|
||
|
Scotia Corredora de Bolsa Chile S.A. |
CLP |
|
|
||
|
Sumitomo Mitsui Banking Corporation - New York |
USD |
|
|
||
|
Sumitomo Mitsui Banking Corporation - New York |
USD |
|
|
||
|
Total |
|
|
|
|
|
As of December 31, 2021:
|
Financial entity |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
|||||
|
Banco BBVA - Argentina |
|
|
ARS |
|
|
|
Banco de Chile |
|
|
USD |
|
|
|
Banco de Chile |
|
|
CLP |
|
|
|
Banco de Chile |
|
|
CLP |
|
|
|
Banco Macro - Argentina |
|
|
ARS |
|
|
|
Banco Patagonia - Argentina |
|
|
ARS |
|
|
|
Banco Patagonia - Argentina |
|
|
ARS |
|
|
|
Banco Santander - Chile |
|
|
CLP |
|
|
|
Banco Santander - Chile |
|
|
USD |
|
|
|
Banco Santander - Chile |
|
|
USD |
|
|
|
Banco Santander Río - Argentina |
|
|
ARS |
|
|
|
Total |
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
As of December 31, 2020:
|
Financial entity |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
|||||
|
Banco Bice - Chile |
|
|
CLP |
|
|
|
Banco Bice - Chile |
|
|
CLP |
|
|
|
Banco Bice - Chile |
|
|
CLP |
|
|
|
Banco Consorcio - Chile |
|
|
CLP |
|
|
|
Banco de Chile |
|
|
CLP |
|
|
|
Banco de Chile |
|
|
CLP |
|
|
|
Banco de Chile |
|
|
USD |
|
|
|
Banco de Chile |
|
|
USD |
|
|
|
Banco de Chile |
|
|
CLP |
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
CLP |
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
CLP |
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
CLP |
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
CLP |
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco del Estado de Chile |
|
|
CLP |
|
|
|
Banco Galicia - Argentina |
|
|
ARS |
|
|
|
Banco Itaú - Chile |
|
|
CLP |
|
|
|
Banco Itaú - Chile |
|
|
CLP |
|
|
|
Banco Patagonia - Argentina |
|
|
ARS |
|
|
|
Banco Santander - Chile |
|
|
CLP |
|
|
|
Banco Santander - Chile |
|
|
CLP |
|
|
|
Banco Santander - Chile |
|
|
CLP |
|
|
|
Banco Santander - Chile |
|
|
CLP |
|
|
|
Banco Security - Chile |
|
|
CLP |
|
|
|
Banco Security - Chile |
|
|
CLP |
|
|
|
Scotiabank Chile |
|
|
CLP |
|
|
|
Scotiabank Chile |
|
|
CLP |
|
|
|
Scotiabank Chile |
|
|
CLP |
|
|
|
Scotiabank Chile |
|
|
CLP |
|
|
|
Total |
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The composition of securities purchased under resale agreements is detailed as follows:
As of December 31, 2022:
|
Financial entity |
Underlying Asset (Time Deposit) (*) |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
||||||
|
Banco Itaú Corpbanca - Chile |
|
|
||||
|
Banco Bice - Chile |
|
|
||||
|
Banco Central de Chile |
|
|
||||
|
Banco Central de Chile |
|
|
||||
|
Banco Central de Chile |
|
|
||||
|
Banco Consorcio - Chile |
|
|
||||
|
Banco de Crédito e Inversiones - Chile |
|
|
||||
|
Banco Itaú Corpbanca - Chile |
|
|
||||
|
Banco Itaú Corpbanca - Chile |
|
|
||||
|
Banco Santander - Chile |
|
|
||||
|
Banco Santander - Chile |
|
|
||||
|
Banco Security - Chile |
|
|
||||
|
Banco Security - Chile |
|
|
||||
|
Banco Security - Chile |
|
|
||||
|
Banco de Crédito e Inversiones - Chile |
|
|
||||
|
Banco Estado de Chile |
|
|
||||
|
Banco Estado de Chile |
|
|
||||
|
Banco Itaú Corpbanca - Chile |
|
|
||||
|
Total |
|
|
|
|
|
|
(*) All financial instruments acquired under resale agreements, correspond to time deposits and are subject to a fixed interest rate.
As of December 31, 2021:
|
Financial entity |
Underlying Asset (Time Deposit) (*) |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
||||||
|
Banco Bice - Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Consorcio - Chile |
|
|
|
|
|
|
|
Banco Consorcio - Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
||
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Bice - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Consorcio - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Consorcio - Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
(*) All financial instruments acquired under resale agreements, correspond to time deposits and are subject to a fixed interest rate.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
As of December 31, 2020:
|
Financial entity |
Underlying Asset (Time Deposit) (*) |
Date of placement |
Due date |
Currency |
Amount |
Monthly interest rate (%) |
|
ThCh$ |
||||||
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco Central de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Santander - Chile |
|
|
|
|
|
|
|
Banco Santander - Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Banco del Estado de Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
BASA - Paraguay |
|
|
|
|
|
|
|
Banco Consorcio - Chile |
|
|
|
|
|
|
|
Banco de Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco de Crédito e Inversiones - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Itaú Corpbanca - Chile |
|
|
|
|
|
|
|
Banco Santander - Chile |
|
|
|
|
|
|
|
Banco Security - Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Scotiabank Chile |
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Payments for business acquisitions are detailed as follows:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Total disbursement per business acquisition |
|
|
|
|
Other payments to acquire interests in joint Ventures and associates (1) |
( |
( |
( |
|
Proceeds from changes in ownership interests in subsidiaries that do not result in loss of control (2) |
( |
( |
( |
|
Cash flows used to obtain control of subsidiaries or other businesses (3) |
|
|
( |
|
|
|
||
|
( 1) |
See Note 16 – Investments accounted for using equity method numbers (2) and (3) numeral (2) |
|
(2) |
See Note 1 – General Information, letter C, number (4) numers (3) and (4) number (18) |
|
(3) |
See Note 15 – Business combinations letter a). |
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Insurances paid |
|
|
|
|
|
Advertising |
|
|
|
|
|
Advances to suppliers |
|
|
|
|
|
Prepaid expenses |
|
|
|
|
|
Total advances |
|
|
|
|
|
Guarantees paid |
|
|
|
|
|
Consumables |
|
|
|
|
|
Dividends receivable |
|
|
|
|
|
Other |
|
|
|
|
|
Total other assets |
|
|
|
|
|
Total |
|
|
|
|
Nature of each non-financial asset:
|
a) |
Insurances paid: Annual payments for insurances policies are included, which are capitalized and then amortized according the term of the contract. |
|
b) |
Advertising : Corresponds to advertising and promotion contracts related to customers and advertising service providers, that promote our brands which are capitalized and then amortized according the term of the contract. |
|
c) |
Advances to suppliers: Mainly for services, purchase of raw materials and customs agents. |
|
d) |
Prepaid expenses : Services paid in advance that give entitlement to benefits usually for a period of 12 months, they are reflected against result as they are accrued. |
|
e) |
Guarantees paid: It is the initial payment for the lease of goods required by the lessor to ensure compliance with the conditions stipulated in the contract. |
|
f) |
Materials to be consumed: Under this item are mainly included security supplies, clothing or supplies to be used in administrative offices, such as: eyeglasses, gloves, masks, aprons, etc. |
|
g) |
Dividends receivable : Dividends receivable from associates and joint ventures. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The trade and other receivables are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Chile operating segment |
|
|
|
|
|
International business operating segment |
|
|
|
|
|
Wines operating segment |
|
|
|
|
|
Total commercial debtors |
|
|
|
|
|
Impairment loss estimate |
( |
|
( |
|
|
Total commercial debtors - net |
|
|
|
|
|
Others accounts receivables (1) |
|
|
|
|
|
Total other accounts receivable |
|
|
|
|
|
Total |
|
|
|
|
|
(1) |
In Other non-current account receivables mainly tax receivables from Argentinian subsidiaries are presented. |
The Company’s accounts receivable are denominated in the following currencies:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
|
ThCh$ |
ThCh$ |
|
Chilean Peso |
|
|
|
Argentine Peso |
|
|
|
US Dollar |
|
|
|
Euro |
|
|
|
Unidad de Fomento |
|
|
|
Uruguayan Pesos |
|
|
|
Paraguayan Guarani |
|
|
|
Bolivian |
|
|
|
Others currencies |
|
|
|
Total |
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The detail of the accounts receivable maturities as of December 31, 2022, is detailed 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$ |
|
|
Chile operating segment |
|
|
|
|
|
|
|
International business operating segment |
|
|
|
|
|
|
|
Wines operating segment |
|
|
|
|
|
|
|
Total commercial debtors |
|
|
|
|
|
|
|
Impairment loss estimate |
( |
( |
( |
( |
( |
( |
|
Total commercial debtors - net |
|
|
|
|
|
|
|
Others accounts receivables |
|
|
|
|
|
|
|
Total other accounts receivable |
|
|
|
|
|
|
|
Total current |
|
|
|
|
|
|
|
Others accounts receivables |
|
|
|
|
|
|
|
Total non-current |
|
|
|
|
|
|
The detail of the accounts receivable maturities as of December 31, 2021 is detailed 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$ |
|
|
Chile operating segment |
|
|
|
|
|
|
|
International business operating segment |
|
|
|
|
|
|
|
Wines operating segment |
|
|
|
|
|
|
|
Total commercial debtors |
|
|
|
|
|
|
|
Impairment loss estimate |
( |
( |
( |
( |
( |
( |
|
Total commercial debtors - net |
|
|
|
|
|
|
|
Others accounts receivables |
|
|
|
|
|
|
|
Total other accounts receivable |
|
|
|
|
|
|
|
Total current |
|
|
|
|
|
|
|
Others accounts receivables |
|
|
|
|
|
|
|
Total non-current |
|
|
|
|
|
|
The Company markets its products through wholesale customers, retail and supermarket chains. As of December 31, 2022, the accounts receivable from the three most important supermarket chains in Chile and Argentina represent 26 % (30 % as of December 31, 2021) of the total accounts receivable.
As indicated in the Risk management note (See ), for Credit Risk purposes, the Company acquires credit insurance policies to cover approximately 90 % of the significant accounts receivable balances domestic and export, respectively, of the total of the account receivables.
Note 5 – Risk administration
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The general criteria for the determination of the provision for impairment has been established in the framework of IFRS 9, which requires analyzing the b
eh
avior of the client portfolio in the long term in order to generate an expected credit loss index by tranches based on the age of the portfolio. This analysis delivered the following results for the Company:|
|
As of December 31, 2022 |
As of December 31, 2021 |
||||
|
|
Credit loss rate |
Total carrying amount |
Impairment provision |
Credit loss rate |
Total carrying amount |
Impairment provision |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
Up to date |
|
|
( |
|
|
( |
|
0 a 3 months |
|
|
( |
|
|
( |
|
3 a 6 months |
|
|
( |
|
|
( |
|
6 a 12 months |
|
|
( |
|
|
( |
|
More than 12 months |
|
|
( |
|
|
( |
|
Total |
|
450,953,277 |
( |
|
378,815,935 |
( |
The percentage of impairment determined for the portfolio in each court may differ from the direct application of the previously presented parameters because th
ese
percentages are applied to the uncovered portfolio of credit insurance that the Company takes. Past due balances over 6 months and for which no estimates have been made for impairment losses, correspond mainly to items protected by credit insurance. Additionally, there are expired amounts in this stretch, which according to the policy, partial losses due to impairment are estimated based on an individual case-by-case analysis.For the above mentioned, management estimates that it does not require establishing allowances for further impairment, in addition to those already constituted based on an aging analysis of these balances.
The write-offs of our doubtful clients are once all pre-trial and judicial, efforts have been made and exhausted all means of payment, with the proper demonstration of the insolvency of customers. This process of write off normally takes more than 1 year.
The movement of the impairment losses provision for accounts receivable is as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
|
ThCh$ |
ThCh$ |
|
Balance at the beginning of year |
( |
( |
|
Estimate of expected credit losses up 12 months |
( |
( |
|
Estimate of expected credit losses longer than 12 months |
( |
( |
|
Impairment provision of accounts receivable |
( |
( |
|
Uncollectible accounts |
|
|
|
Add back of unused provisions |
|
|
|
Effect of translation into presentation currency |
|
( |
|
Total |
( |
( |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
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 parties, which are under similar terms than what a third party would get respect to price and payment conditions. There are no uncollectible estimates decreasing accounts receivable or guarantees provided to related parties.
Conditions of the balances and transactions with related parties:
|
(1) |
Business operations agreed upon Chilean peso with a payment condition usually up to 30 days. |
|
(2) |
Business operations agreed upon in foreign currencies and with a payment condition up to 30 days. Balances are presented at the closing exchange rate. |
|
(3) |
An agreement of the subsidiary Compañía Pisquera de Chile S.A. with Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. due to differences resulting from the capital 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. Beginning February 28, 2007 and UF 9,995 bullet payment at the last contribution date. In accordance with the contract, Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. renewed the contract for a period of nine years with maturing in the year 2023. Consequently, the UF 9,995 will be paid in nine annual, equal and successive instalments of UF 1,200 each and a final payment of UF 2,050, beginning on February 28, 2015. |
|
(4) |
Corresponds to shares of subsidiary Cervecería Szot SpA. from subsidiary Cervecería Kunstmann S.A. sold to Representaciones Chile Beer Kevin Michael Szot E.I.R.L. The total amount of the transaction raised ThCh$ |
|
(5) |
Corresponds to a mutual agreement agreed in development units between the subsidiary Cervecera Guayacán SpA and Inversiones Río ElquiSpA. for a total of UF 849.32. Its stipulates accrual of interest at 3.72 % per year (base on 360 days) from the date on which each disbursement is made and until its payment. On May 30, 2022, the payment of this mutual was made. |
The transaction table includes the main transactions made with related parties.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The detail of the accounts receivable and payable from related parties are detailed as follows:
Accounts receivable from related parties
Current:
|
Tax ID |
Company |
Country of origin |
Ref, |
Relationship |
Transaction |
Currency |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|||||||
|
|
Armin Kunstmann Telge |
|
(1) |
|
|
|
|
|
|
|
Pablo José Granifo Lavín |
|
(1) |
|
|
|
|
|
|
|
Andrónico Luksic Craig |
|
(1) |
|
|
|
|
|
|
|
Francisco Pérez Mackenna |
|
(1) |
|
|
|
|
|
|
|
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
|
(4) |
|
|
|
|
|
|
|
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
|
(1) |
|
|
|
|
|
|
|
SAAM Puertos S.A. |
(1) |
|
|
||||
|
|
Canal 13 SpA. |
(1) |
|
|
||||
|
|
Viña Tabalí S.A. |
|
(1) |
|
|
|
|
|
|
|
Tech Pack S.A. |
(1) |
|
|
||||
|
|
Inversiones Alabama Ltda. |
|
(1) |
|
|
|
|
|
|
|
Hapag-Lloyd Chile SpA. |
|
(1) |
|
|
|
|
|
|
|
DiWatts S.A. |
|
(1) |
|
|
|
|
|
|
|
Inversiones Río Elqui SpA. |
|
(1) |
|
|
|
|
|
|
|
Origen Patagónico SpA. |
|
(1) |
|
|
|
|
|
|
|
Cervecería Kunstmann Ltda. |
|
(1) |
|
|
|
|
|
|
|
Cervecería Kunstmann Ltda. |
|
(1) |
|
|
|
|
|
|
|
Banchile Corredores de Seguros Ltda. |
|
(1) |
|
|
|
|
|
|
|
Comercial Patagona Ltda. |
|
(1) |
|
|
|
|
|
|
|
Servipag Ltda. |
|
(1) |
|
|
|
|
|
|
|
Inversiones PFI Chile Ltda. |
|
(1) |
|
|
|
|
|
|
|
Inmobiliaria e Inversiones Río Claro S.A. |
|
(1) |
|
|
|
|
|
|
|
Sonacol S.A. |
|
(1) |
|
|
|
|
|
|
|
Ferrocarril de Antofagasta a Bolivia S.A. |
|
(1) |
|
|
|
|
|
|
|
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
(1) |
|
|
|
|
|
|
|
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
(3) |
|
|
|
|
|
|
|
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
(1) |
|
|
|
|
|
|
|
Watts S.A. |
|
(1) |
|
|
|
|
|
|
|
Compañía Sud Americana de Vapores S.A. |
|
(1) |
|
|
|
|
|
|
|
Nestlé Chile S.A. |
|
(1) |
|
|
|
|
|
|
|
Nestlé Chile S.A. |
|
(1) |
|
|
|
|
|
|
|
Quiñenco S.A. |
|
(1) |
|
|
|
|
|
|
|
Empresa Nacional de Energía Enex S.A. |
|
(1) |
|
|
|
|
|
|
|
Antofagasta Minerals S.A. |
|
(1) |
|
|
|
|
|
|
|
Inversiones ENEX S.A. |
|
(1) |
|
|
|
|
|
|
|
Inversiones Consolidadas Ltda. |
|
(1) |
|
|
|
|
|
|
|
Banchile Corredores de Bolsa S.A. |
|
(1) |
|
|
|
|
|
|
|
Empresas Carozzi S.A. |
|
(1) |
|
|
|
|
|
|
|
Portuaria Corral S.A. |
|
(1) |
|
|
|
|
|
|
|
Socofin S.A. |
|
(1) |
|
|
|
|
|
|
|
Transportes Fluviales Corral S.A. |
|
(1) |
|
|
|
|
|
|
|
RDF Media SpA. |
|
(1) |
|
|
|
|
|
|
|
Inmobiliaria Norte Verde S.A. |
|
(1) |
|
|
|
|
|
|
|
Administracion y Servicios Generales LQ S.A. |
|
(1) |
|
|
|
|
|
|
|
San Vicente Terminal Internacional S.A. |
|
(1) |
|
|
|
|
|
|
|
San Antonio Terminal Internacional S.A. |
|
(1) |
|
|
|
|
|
|
|
Cervecería Austral S.A. |
|
(1) |
|
|
|
|
|
|
|
Banco de Chile |
|
(1) |
|
|
|
|
|
|
|
Muellaje del Maipo S.A. |
|
(1) |
|
|
|
|
|
|
|
Antofagasta Terminal Internacional S.A. |
|
(1) |
|
|
|
|
|
|
|
Central Cervecera de Colombia S.A.S. |
|
(2) |
|
|
|
|
|
|
|
Fundación Ramón T. Cartes |
(2) |
|
|
||||
|
|
Gráfica Editorial Inter-Sudamericana S.A. |
(2) |
|
|
||||
|
|
Heineken Brouwerijen B.V. |
(2) |
|
|
||||
|
|
Prana S.A. |
(2) |
|
|
||||
|
|
Nestlé Waters Marketing & Distribution S.A.S. |
(2) |
|
|
||||
|
Total |
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Non Current:
|
Tax ID |
Company |
Country of origin |
Ref, |
Relationship |
Transaction |
Currency |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|||||||
|
|
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
|
(4) |
|
|
|
|
|
|
|
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
(3) |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Accounts payable to related parties
Current:
|
Tax ID |
Company |
Country of origin |
Ref, |
Relationship |
Transaction |
Currency |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|||||||
|
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
(1) |
Services received |
CLP |
|
|
|||
|
Fundación Teletón |
(1) |
Services received |
CLP |
|
|
|||
|
Canal 13 SpA. |
(1) |
Services received |
CLP |
|
|
|||
|
Hapag-Lloyd Chile SpA. |
(1) |
Services received |
CLP |
|
|
|||
|
DiWatts S.A. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Inversiones Río Elqui SpA. |
(5) |
Loan |
CLP |
|
|
|||
|
Saam Logistics S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
Cervecería Kunstmann Ltda. |
(1) |
Services received |
CLP |
|
|
|||
|
Comercial Patagona Ltda. |
(1) |
Services received |
CLP |
|
|
|||
|
Servipag Ltda. |
(1) |
Services received |
CLP |
|
|
|||
|
Inversiones PFI Chile Ltda. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
(1) |
Services received |
CLP |
|
|
|||
|
Watts S.A. |
(2) |
Royalty |
USD |
|
|
|||
|
Nestlé Chile S.A. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Quiñenco S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
Empresa Nacional de Energía Enex S.A. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Servicios Aeroportuarios Aerosan S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
Inversiones ENEX S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
Empresas Carozzi S.A. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Inversiones Punta Brava S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
SAAM Extraportuarios S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
RDF Media SpA. |
(1) |
Services received |
CLP |
|
|
|||
|
San Vicente Terminal Internacional S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
San Antonio Terminal Internacional S.A. |
(1) |
Services received |
CLP |
|
|
|||
|
Cervecería Austral S.A. |
(1) |
Purchase of products |
CLP |
|
|
|||
|
Cervecería Austral S.A. |
(1) |
Royalty |
CLP |
|
|
|||
|
Banco de Chile |
(1) |
Services received |
CLP |
|
|
|||
|
Central Cervecera de Colombia S.A.S. |
(2) |
Services received |
USD |
|
|
|||
|
Ecor Ltda. |
(2) |
Services received |
BOB |
|
|
|||
|
Emprendimientos Hoteleros S.A.E.C.A. |
(2) |
Services received |
PYG |
|
|
|||
|
Enex Paraguay S.A.E. |
(2) |
Purchase of products |
PYG |
|
|
|||
|
Gráfica Editorial Inter-Sudamericana S.A. |
(2) |
Services received |
PYG |
|
|
|||
|
Heineken Brouwerijen B.V. |
(2) |
Purchase of products |
USD |
|
|
|||
|
Heineken Brouwerijen B.V. |
(2) |
License and technical assistance |
Euros |
|
|
|||
|
Heineken Brouwerijen B.V. |
(2) |
Royalty |
USD |
|
|
|||
|
Heineken Brouwerijen B.V. |
(2) |
Royalty |
Euros |
|
|
|||
|
Heineken Supply Chain B.V. |
(2) |
Purchase of products |
Euros |
|
|
|||
|
La Misión S.A. |
(2) |
Services received |
PYG |
|
|
|||
|
Nestlé Waters Management & Technology S.A.S. |
(2) |
Services received |
Euros |
|
|
|||
|
Nestlé Waters Marketing & Distribution S.A.S. |
(2) |
Purchase of products |
Euros |
|
|
|||
|
Palermo S.A. |
(2) |
Services received |
PYG |
|
|
|||
|
Paulaner Brauerei Gruppe GmbH & Co. KGaA |
(2) |
Purchase of products |
USD |
|
|
|||
|
Prana S.A. |
(2) |
Services received |
PYG |
|
|
|||
|
Premium Brands S.R.L. |
(2) |
Purchase of products |
BOB |
|
|
|||
|
Société des Produits Nestlé S.A. |
(2) |
Royalty |
O ther currencies |
|
|
|||
|
Tetra Pak Global Distribution S.A. |
(2) |
Purchase of products |
USD |
|
|
|||
|
Zona Franca Central Cervecera S.A.S. |
(2) |
Services received |
USD |
|
|
|||
|
Total |
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Most significant transactions and effects on results:
For the years ended
December 31, 2022 and 2021, the most significant transactions with related parties are detailed as follows:
|
Tax ID |
Company |
Country of origin |
Relationship |
Transaction |
2022 |
2021 |
||
|
Amounts |
(Charges)/Credits (Effect on Income) |
Amounts |
(Charges)/Credits (Effect on Income) |
|||||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|||||
|
76,115,132-0 |
Canal 13 SpA. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
76,178,803-5 |
Viña Tabalí S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
76,313,970-0 |
Inversiones Irsa Ltda. |
|
Related to the controller |
|
|
|
|
|
|
76,380,217-5 |
Hapag-Lloyd Chile SpA. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
76,486,051-9 |
Inversiones Río Elqui SpA. |
|
Related to non-controlling subsidiary |
|
|
|
|
|
|
76,486,051-9 |
Inversiones Río Elqui SpA. |
|
Related to non-controlling subsidiary |
|
|
( |
|
|
|
76,729,932-K |
SAAM Logistics S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
76,800,322-K |
Yanghe Chile SpA. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
77,051,330-8 |
Cervecería Kunstmann Ltda. |
|
Related to non-controlling subsidiary |
|
|
( |
|
( |
|
77,051,330-8 |
Cervecería Kunstmann Ltda. |
|
Related to non-controlling subsidiary |
|
|
|
|
|
|
77,755,610-K |
Comercial Patagona Ltda. |
|
Subsidiary of joint venture |
|
|
( |
|
( |
|
77,755,610-K |
Comercial Patagona Ltda. |
|
Subsidiary of joint venture |
|
|
|
|
|
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
|
Shareholder of joint operation |
|
|
|
|
|
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
|
Shareholder of joint operation |
|
|
|
|
( |
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
|
Shareholder of joint operation |
|
|
|
|
|
|
79,985,340-K |
Cervecera Valdivia S.A. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
90,703,000-8 |
Nestlé Chile S.A. |
|
Shareholder of subsidiary |
|
|
|
|
|
|
91,705,000-7 |
Quiñenco S.A. |
|
Controller's shareholder |
|
|
|
|
|
|
92,011,000-2 |
Empresa Nacional de Energía Enex S.A. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
92,011,000-2 |
Empresa Nacional de Energía Enex S.A. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
92,011,000-2 |
Empresa Nacional de Energía Enex S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
93,920,000-2 |
Antofagasta Minerals S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
94,625,000-7 |
Inversiones Enex S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
96,427,000-7 |
Inversiones y Rentas S.A. |
|
Controller |
|
|
|
|
|
|
96,427,000-7 |
Inversiones y Rentas S.A. |
|
Controller |
|
|
|
|
|
|
96,571,220-8 |
Banchile Corredores de Bolsa S.A. |
|
Related to the controller's shareholder |
|
|
- |
|
- |
|
96,571,220-8 |
Banchile Corredores de Bolsa S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
96,591,040-9 |
Empresas Carozzi S.A. |
|
Shareholder of joint operation |
|
|
|
|
|
|
96,591,040-9 |
Empresas Carozzi S.A. |
|
Shareholder of joint operation |
|
|
|
|
|
|
96,657,690-1 |
Inversiones Punta Brava S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
96,657,690-1 |
Inversiones Punta Brava S.A. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
96,689,310-9 |
Transbank S.A. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
96,798,520-1 |
SAAM Extraportuario S.A. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
96,810,030-0 |
Radiodifusión SpA. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
96,919,980-7 |
Cervecería Austral S.A. |
|
Joint venture |
|
|
|
|
|
|
96,919,980-7 |
Cervecería Austral S.A. |
|
Joint venture |
|
|
|
|
|
|
96,919,980-7 |
Cervecería Austral S.A. |
|
Joint venture |
|
|
|
|
|
|
96,919,980-7 |
Cervecería Austral S.A. |
|
Joint venture |
|
|
|
|
|
|
96,919,980-7 |
Cervecería Austral S.A. |
|
Joint venture |
|
|
( |
|
( |
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
( |
|
|
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
|
|
|
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
|
|
|
|
97,004,000-5 |
Banco de Chile |
|
Related to the controller's shareholder |
|
|
|
|
|
|
0-E |
Aerocentro S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Amstel Brouwerijen B.V. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
0-E |
Banco BASA S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Cementos Concepción S.A.E. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Central Cervecera de Colombia S.A.S. |
|
Joint venture |
|
|
|
|
|
|
0-E |
Cadena Farmacenter S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Chajha S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Cigar Trading S.R.L. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Club Libertad |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Consignataria de Ganado S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Ecor Ltda. |
|
Related to the subsidiary's shareholder |
|
|
( |
|
( |
|
0-E |
Emprendimientos Hoteleros S.A.E.C.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
ENEX Paraguay S.R.L. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Fundación Ramón T. Cartes |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Ganadera Las Pampas S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Gráfica Editorial Inter-Sudamericana S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Habacorp S.R.L. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Heineken Brouwerijen B.V. |
|
Related to the controller's shareholder |
|
|
|
|
|
|
0-E |
Heineken Brouwerijen B.V. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
0-E |
Heineken Brouwerijen B.V. |
|
Related to the controller's shareholder |
|
|
( |
|
( |
|
0-E |
Inversiones BEBINV S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
La Misión S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Palermo S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Pamplona S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Prana S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
QSR S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Saga Gym S.R.L. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Societé des Produits Nestlé S.A. |
|
Related to the subsidiary's shareholder |
|
|
( |
|
( |
|
0-E |
Tabacalera del Este S.A. |
|
Related to the subsidiary's shareholder |
|
|
|
|
|
|
0-E |
Water Latam S.L. |
Associate controller |
|
|
|
|
||
|
0-E |
Zona Franca Central Cervecera S.A.S. |
Joint venture |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
For the years ended December 31, 2021 and 2020, the most significant transactions with related parties are detailed as follows:
|
Tax ID |
Company |
Country of origin |
Relationship |
Transaction |
2021 |
2020 |
||
|
Amounts |
(Charges)/Credits (Effect on Income) |
Amounts |
(Charges)/Credits (Effect on Income) |
|||||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|||||
|
52,000,721-0 |
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
Shareholder of subsidiary |
|
|
|
|
||
|
52,000,721-0 |
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
Shareholder of subsidiary |
|
|
|
|
||
|
52,000,721-0 |
Representaciones Chile Beer Kevin Michael Szot E.I.R.L. |
Shareholder of subsidiary |
|
|
|
|
||
|
76,079,669-7 |
Minera Antucoya |
Related to the controller's shareholder |
|
|
|
|
||
|
76,115,132-0 |
Canal 13 SpA. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
76,178,803-5 |
Viña Tabalí S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
76,313,970-0 |
Inversiones Irsa Ltda. |
Related to the controller |
|
|
|
|
||
|
76,380,217-5 |
Hapag-Lloyd Chile SpA. |
Related to the controller's shareholder |
|
|
|
|
||
|
76,486,051-9 |
Inversiones Río Elqui SpA. |
Related to non-controlling subsidiary |
|
|
|
|
||
|
76,727,040-2 |
Minera Centinela |
Related to the controller's shareholder |
|
|
|
|
||
|
76,729,932-K |
SAAM Logistics S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
76,800,322-K |
Yanghe Chile SpA. |
Shareholder of subsidiary |
|
|
|
|
||
|
77,051,330-8 |
Cervecería Kunstmann Ltda. |
Related to non-controlling subsidiary |
|
( |
|
( |
||
|
77,051,330-8 |
Cervecería Kunstmann Ltda. |
Related to non-controlling subsidiary |
|
|
|
|
||
|
77,755,610-K |
Comercial Patagona Ltda. |
Subsidiary of joint venture |
|
( |
|
( |
||
|
77,755,610-K |
Comercial Patagona Ltda. |
Subsidiary of joint venture |
|
|
|
|
||
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
Shareholder of joint operation |
|
|
|
|
||
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
Shareholder of joint operation |
|
( |
|
( |
||
|
78,259,420-6 |
Inversiones PFI Chile Ltda. |
Shareholder of joint operation |
|
|
|
|
||
|
79,985,340-K |
Cervecera Valdivia S.A. |
Shareholder of subsidiary |
|
|
|
|
||
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
Shareholder of subsidiary |
|
|
|
|
||
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
Shareholder of subsidiary |
|
|
|
|
||
|
81,805,700-8 |
Cooperativa Agrícola Control Pisquero de Elqui y Limarí Ltda. |
Shareholder of subsidiary |
|
|
|
|
||
|
90,703,000-8 |
Nestlé Chile S.A. |
Shareholder of subsidiary |
|
|
|
|
||
|
91,705,000-7 |
Quiñenco S.A. |
Controller's shareholder |
|
|
|
|
||
|
92,011,000-2 |
Empresa Nacional de Energía Enex S.A. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
92,011,000-2 |
Empresa Nacional de Energía Enex S.A. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
93,920,000-2 |
Antofagasta Minerals S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
94,625,000-7 |
Inversiones Enex S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
96,427,000-7 |
Inversiones y Rentas S.A. |
Controller |
|
|
|
|
||
|
96,427,000-7 |
Inversiones y Rentas S.A. |
Controller |
|
|
|
|
||
|
96,571,220-8 |
Banchile Corredores de Bolsa S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
96,571,220-8 |
Banchile Corredores de Bolsa S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
96,591,040-9 |
Empresas Carozzi S.A. |
Shareholder of joint operation |
|
|
|
|
||
|
96,591,040-9 |
Empresas Carozzi S.A. |
Shareholder of joint operation |
|
|
|
|
||
|
96,657,690-1 |
Inversiones Punta Brava S.A. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
96,657,690-1 |
Inversiones Punta Brava S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
96,689,310-9 |
Transbank S.A. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
96,798,520-1 |
SAAM Extraportuario S.A. |
Related to the controller's shareholder |
|
|
|
|
||
|
96,810,030-0 |
Radiodifusión SpA. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
96,919,980-7 |
Cervecería Austral S.A. |
Joint venture |
|
|
|
|
||
|
96,919,980-7 |
Cervecería Austral S.A. |
Joint venture |
|
|
|
|
||
|
96,919,980-7 |
Cervecería Austral S.A. |
Joint venture |
|
|
|
|
||
|
96,919,980-7 |
Cervecería Austral S.A. |
Joint venture |
|
( |
|
( |
||
|
96,919,980-7 |
Cervecería Austral S.A. |
Joint venture |
|
|
|
|
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
|
|
( |
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
( |
|
( |
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
|
|
|
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
( |
|
( |
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
|
|
|
||
|
97,004,000-5 |
Banco de Chile |
Related to the controller's shareholder |
|
|
|
|
||
|
99,542,980-2 |
Foods Compañía de Alimentos CCU Ltda. |
Joint venture |
|
|
|
|
||
|
0-E |
Aerocentro S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Amstel Brouwerijen B.V. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
0-E |
Banco BASA S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Cadena Farmacenter S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Cementos Concepción S.A.E. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Central Cervecera de Colombia S.A.S. |
Joint venture |
|
|
|
|
||
|
0-E |
Chajha S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Cigar Trading S.R.L. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Club Libertad |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Consignataria de Ganado S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Ecor Ltda. |
Related to the subsidiary's shareholder |
|
( |
|
( |
||
|
0-E |
Emprendimientos Hoteleros S.A.E.C.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Enex Paraguay S.R.L. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Fundación Ramón T. Cartes |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Ganadera Las Pampas S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Ganadera Sofía S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Gráfica Editorial Inter-Sudamericana S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Habacorp S.R.L. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Heineken Brouwerijen B.V. |
Related to the controller's shareholder |
|
|
|
|
||
|
0-E |
Heineken Brouwerijen B.V. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
0-E |
Heineken Brouwerijen B.V. |
Related to the controller's shareholder |
|
( |
|
( |
||
|
0-E |
Habacorp S.R.L. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
La Misión S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Palermo S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Pamplona S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Prana S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
QSR S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Saga Gym S.R.L. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Societé des Produits Nestlé S.A. |
Related to the subsidiary's shareholder |
|
( |
|
( |
||
|
0-E |
Tabacalera del Este S.A. |
Related to the subsidiary's shareholder |
|
|
|
|
||
|
0-E |
Zona Franca Central Cervecera S.A.S. |
Joint venture |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
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 14, 2021, being elected for a period of three years Messrs, Andrónico Luksic Craig, Francisco Pérez Mackenna, Pablo Granifo Lavín, Rodrigo Hinzpeter Kirberg, Carlos Molina Solís, José Miguel Barros van Hövell tot Westerflier, Marc Gross, Rory Cullinan and Vittorio Corbo Lioi, the latter 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 appointed at the Board of Directors’ meeting held the same date. According to article 50 bis of Law No. 18,046, in the same Board meeting the independent Director Mr. Vittorio Corbo Lioi appointed the other members of the Directors Committee, which is composed of Directors Messrs. Corbo, Pérez and Molina. Additionally, Messrs. Corbo and Molina were appointed 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 Barros participate in the Audit Committee´s meetings as observers. The Ordinary Shareholders’ Meeting held on April 13, 2022, it was resolved to maintain the Directors’ remuneration agreed at the previous Ordinary Shareholders’ Meeting, which consists of a monthly gross compensation for attendance to Board Meetings of UF 100 per Director, and UF 200 for the Chairman, independent of the number of meetings held within such period, plus an amount equivalent to 3 % of the distributed dividends with charge to the Company’s profits, for the whole Board, calculated on a maximum amount equivalent to
50
% of the distributable net income for the year, at a rate of one-ninth for each Director and in proportion to the time each one served as such during the year 2022. The aforementioned Shareholders’ Meeting also agreed to maintain the remuneration of Directors that are members of the Directors Committee, consisting of a monthly gross fee for attendance to Directors Committee meetings, independent of the number of meetings held during the period, of UF 50, plus the corresponding percentage of the distributed dividends until completing the additional third established in article 50 bis of Law No. 18,046 on Corporations and Circular No. 1,956 of the Comisión para el Mercado Financiero (Financial Market Commission); and with respect to those Directors who are members of the Audit Committee, and those appointed as observers of the same, a monthly gross fee for attendance to Audit Committee meetings, independent of the number held during the period, of UF 50.
At the Board meeting held on October 5, 2022, the Board of Directors took notice of the resignation of Mr. José Miguel Barros van Hövell tot Westerflier from the position of director, effective on October 1, 2022.
At the same meeting, and as permitted by Article 32 of Law No. 18,046, the Board unanimously agreed to appoint Ms. María Gabriela Cadenas as a Director, until the next Ordinary Shareholders' Meeting is held.
The remunerations of Directors and Chief Executives of the Company are composed as follows:
Directors’ remunerations:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Audit's Committee |
|
|
|
|
Directors' Committee |
|
|
|
|
Attendance meetings fee (*) |
|
|
|
|
Dividend Participation (**) |
|
|
|
|
|
|
|
|
(*) Includes accrued per diem in 2022 of Gabriela Cadenas.
(**) Includes accrued participation in 2022 of Gabriela Cadenas.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Chief Executives’ remunerations:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Directors' Committee |
|
|
|
|
Attendance meetings fee |
|
|
|
|
Dividend Participation |
|
|
|
|
|
|
|
|
The Chief Executives’ Remuneration as of
December 31, 2022
amounted to ThCh$
(ThCh$
2021 and ThCh$ 6,701,955 as of December 31, 2020). The Company grants to the Chief Executives annual bonuses, which have an optional and variable nature, not contractual and assigned according to compliance of individual and corporate goals and based on the incomes of the period.
The inventories balances are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Finished products |
|
|
|
In process products |
|
|
|
Raw material |
|
|
|
In transit raw material |
|
|
|
Materials and products |
|
|
|
Realizable net value estimate and obsolescence |
( |
( |
|
Total |
|
|
For the nine-month period ended as of
December 31, 2022, 2021 and 2020
, the Company wrote off a total of
ThCh$ 2,371,770 ThCh$ 3,692,846 and ThCh$ 1,877,113 ,
against net realizable value and obsolescence, respectively.
Additionally, the Company presents an estimate for inventory impairment which includes amounts related to low turnover, technical obsolescence and/or products recalled from the market.
The movement of net realizable value and obsolescence estimate is detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Initial balance |
( |
( |
|
Inventories write-down estimation |
( |
( |
|
Inventories recognised as an expense |
|
|
|
Business combinations effect |
|
( |
|
Total |
( |
( |
As of December 31, 2022 and 2021,
the Company does not have any inventory pledged as guarantee for financial obligations.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The Company recorded under Current biological assets the agricultural activities (grapes) derived from production of plantations that will be destined to be an input to the following process of the wine production.
The costs associated to the agricultural activities (grapes) are accumulated to the harvest date.
The valuation of current biological assets is described in
Note 2 - Summary of significant accounting policies, 2.10
.
The movement of
current biological assets
is detailed as follows:
|
|
ThCh$ |
|
|
As of January 1 2021 |
|
|
|
Historic cost |
|
|
|
Book Value |
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
Conversion effect |
( |
|
|
Acquisitions |
|
|
|
Decreases due to harvesting |
( |
|
|
Other increases (decreases) (1) |
|
|
|
Changes |
|
|
|
Book Value |
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
Historic cost |
|
|
|
Book Value |
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
Conversion effect |
( |
|
|
Acquisitions |
|
|
|
Decreases due to harvesting |
( |
|
|
Other increases (decreases) (1) |
|
|
|
Changes |
|
|
|
Book Value |
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
Historic cost |
|
|
|
Book Value |
|
(1) Mainly corresponds to the financial effect of the application IAS 29 “Financial reporting in hyperinflationary economies”.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
a) International Business Operating segment
During September 2015, the Board of subsidiary Sáenz Briones & Cía. S.A.I.C authorized the sale of property located in Luján de Cuyo city, Province of Mendoza, Argentina. At the date of issuance of these Consolidated Financial Statements the administration is still committed with a sale plan for this property. In order to to seek out a buyer and keep high probabilities to sale it the subsidiary has changed the Real Estate Broker.
b) Wine Operating segment
In 2015, the Board of Viña Valles de Chile S.A. (“VVCH”) which is Viña San Pedro Tarapacá S.A., authorized the sale of certain fixed assets located in Rengo city, Provincia de Cachapoal, Sexta Región.
At the date of issuance of the Consolidated Financial Statements, this group of assets, which amounted ThCh$ 1,770,547 , were reclassified to Property, plant and equipment, under the concept of Land, buildings and constructions; the latter considering that the elements required by the IFRS 5 to keep them classified as Non-current assets held for sale are not met.
In November 2022, the Board of Directors of Finca La Celia S.A. authorized the sale of the property identified as Finca Pocito, located in the province of San Juan, Argentina. On November 1, 2022, both the Purchase and Sale Agreement were signed and, together with the acceptance of the Offer, the partial payment was made according with the agreed price, and the occupnacy of the property was passed. It is expected that during the year 2023 the purchasers will complete the payment of the agreed price and the property ownership deed will be generated, materializing the sell. This transaction generated a loss in our results of ThCh$ 641,684 resulting from the lower book value to which the property was sold, discounting the costs to sell
(See ).
Note 32 - Other gains (losses)
As described in , non-current assets of disposal groups classified as held for sale have been recorded at the lower of carrying amount and fair value less cost to sale as of
Note 2 - Summary of significant accounting policies, 2.18
December 31, 2022.
Assets held for sale are detailed as follows:
|
Non-current assets of disposal groups classified as held for sale |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Land |
|
|
|
Constructions |
|
|
|
Machinery |
|
|
|
Vines in formation (plantations) |
|
|
|
Total |
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
a) |
La Consulta Vineyard. |
On June 1, 2020, the Argentine subsidiary Finca La Celia S.A. became the owner of the operation of La Consulta vineyard by a deed of sale and after having obtained regulatory approvals in Argentina.
For the business combination described above, the fair values of assets and liabilities have been determined (See
Note 1 - General Information letter C, number (5)
).
As of
December 31, 2022,
the Company did not have any business combinations.
Joint ventures and Associates
As of
December 31, 2022 and 2021
, the Company recorded investments qualifying as joint venture and associates.
The share value of investments in joint ventures and associates are detailed as follows:
|
|
Percentage of participation |
As of December 31, 2022 |
As of December 31, 2021 |
|
% |
ThCh$ |
ThCh$ |
|
|
Cervecería Austral S.A. |
|
|
|
|
Central Cervecera de Colombia S.A.S. |
|
|
|
|
Zona Franca Central Cervecera S.A.S. |
|
|
|
|
Aguas de Origen S.A. |
|
|
|
|
Total joint ventures |
|
|
|
|
Aguas Danone de Argentina S.A. |
|
|
|
|
Other companies |
|
|
|
|
Total associates |
|
|
|
|
Total |
|
|
|
The above mentioned values include goodwill generated in the acquisition of the following joint venture and associate, which are presented net of any impairment loss:
|
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
||
|
Cervecería Austral S.A. |
|
|
|
|
Aguas de Origen S.A. |
|
|
|
|
Aguas Danone de Argentina S.A. |
|
|
|
|
Total |
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The share of net income (loss) of joint ventures and associates accounted for using the equity method are detailed as follows:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Central Cervecera de Colombia S.A.S. |
( |
( |
( |
|
Zona Franca Central Cervecera S.A.S. |
( |
|
|
|
Cervecería Austral S.A. |
|
|
|
|
Aguas Danone de Origen S.A. |
|
|
|
|
Foods Compañía de Alimentos CCU Ltda. |
|
|
( |
|
Total joint ventures |
( |
|
( |
|
Aguas Danone de Argentina S.A. |
( |
|
|
|
Other companies |
|
( |
|
|
Total associates |
( |
( |
|
|
Total |
( |
|
( |
Changes in investments in joint ventures and associates are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Balance at the beginning of year |
|
|
|
Other payments to acquire interests in joint ventures and associates |
|
|
|
Share of net income (loss) of joint ventures and associates accounted for using the equity method |
( |
|
|
Dividends received |
( |
( |
|
Others (*) |
( |
|
|
Total |
|
|
(*) Mainly includes effects from the foreign currency of joint ventures.
Significant matters regarding investments accounted for using the equity method are detailed as follows:
(1) Cervecería Austral S.A.
It is a closed stock company that operates as a beer manufacturing facility in the southern end of Chile, which is the southernmost brewery in the world.
(2) Central Cervecera de Colombia S.A.S
. and Zona Franca Central Cervecera S.A.S.
On November 10, 2014, CCU, directly and through its subsidiaries CCU Investments II SpA., and Grupo Postobón have established a joint arrangement through a company named Central Cervecera de Colombia S.A.S. (the "Company"), in which CCU and Grupo Postobón participate as equal shareholders. The purpose of this Company is the beer and non-alcoholic drinks production, marketing and distribution based on malt (Products).
Subsequently, on August 16, 2017, CCU, through its subsidiary CCU Investments ll Limitada, acquired 50 % of the shares of a company incorporated in Colombia called Zona Franca Central Cervecera S.A.S. (ZF CC), which relates to a joint agreements and that qualifies as a joint operation, in which CCU and Grupo Postobón participate as equal shareholders. The amount of this transaction was US$ 10,204 , equivalents to ThCh$ 6,432 . The purpose of ZF CC is acting exclusively as industrial user of one or more free trade zones; manufacturing and selling products of its own brands and through licenses to CCC, CCC markets these products.
For the purposes above, previous associations involve the construction of a beer production plant, with an annual total capacity of 3,000,000 hectoliters.
As of December 31, 2022 and December 31, 2021, the total amount contributed to CCC and ZF CC was US$ 298,959,619 (equivalents to ThCh$ 202,106,752 ) and US$ 286,949,917 (equivalents to ThCh$ 191,778,048 ).
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
(3) Aguas Danone de Argentina S.A. and Aguas de Origen S.A.
On April 28, 2022, CCU through its subsidiary, Compañía Cervecerías Unidas Argentina S.A. acquired 49 % of the ownership of Aguas Danone de Argentina S.A. ("ADA"), which includes the business of mineral waters, flavored waters and powdered juices with its brands Villavicencio, Villa del Sur, Levité, Ser and Brío (the "Transaction"). The Transaction included share acquisition and capital contributions in Argentine pesos totaling US$ 28.8 million (equivalent to ThCh$ 25,594,237 ).
According to a public deed dated April 28, 2022, the subsidiary Compañía Cervecerías Unidas Argentina S.A., acquired 49,000 ordinary, nominative, non-endorsable shares of Aguas de Origen S.A. ("ADO"), at a value of one Argentine peso each, reaching a 49 % interest in this company. The effective payment of this acquisition was made on August 26, 2022.
It should be noted that Aguas de Origen S.A. ("ADO"), is the contination the business of Aguas Danone de Argentina S.A., whish was efective as of December 1, 2022 as a result of the spin-off-merger approved by the shareholders' meeting of Aguas Danone de Argentina S.A. and Aguas de Origen S.A. on June 30, 2022.
On November 30, 2022, a purchase of 634,061 shares equivalent to ThCh$ 542,974 was made from Holding Internationale De Boissons S.A.S., which corresponds to 1 % of the shares of "ADO", thus reaching a 50 % shareholding in this company.
(4) Foods Compañía de Alimentos CCU Ltda. (“Foods”)
Foods, is a closed stock company that participated in the business of snacks and foods in Chile. At the end of 2015, Foods sold the Calaf and Natur brands to Empresas Carozzi S.A. In addition Foods was the main shareholder of Alimentos Nutrabien S.A. and owned the Nutra Bien brand
.
On December 17, 2018, Foods and subsidiary CCU Inversiones S.A. sold 100% of the shares of Alimentos Nutrabien S.A. to Ideal S.A.On November 18, 2019 at the Ordinary Shareholders Meeting, it was agreed to decrease the capital of the company by an amount of ThCh$ 22,400,000 , leaving a final capital of ThCh$ 12,144,358
.
This decrease was paid in proportion to the number of shares held by each shareholder as of the date of said Meeting.In the Extraordinary Shareholders' Meeting held on September 23, 2020, it was agreed to transform the company into a limited liability company (LLC), which was renamed as Foods Compañía de Alimentos CCU Limitada.
On November 11, 2020, Foods Compañía de Alimentos CCU Limitada was liquidated.
As a result of the aforementioned the shareholder CCU Inversiones S.A. exchanged its investment for assets: cash, which is presented in the Statement of Cash Flows under Investment flows in the line Other cash movements, and land and facilities in the Consolidated Financial Statement in the Item Investment Properties.
The effect on results of this dissolution amounted to ThCh $ 1,355,651.
The Company does not have any contingent liabilities related to joint ventures and associates as December 31, 2022.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Summarized financial information for associates and joint ventures: The tables below provide summarized financial information for those joint ventures and associates that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures and not the Company's share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments.
|
|
Associates |
Joint ventures |
|
|
As of December 31, 2022 |
As of December 31, 2022 |
As of December 31, 2021 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Assets and Liabilities |
|
|
|
|
Current assets |
|
|
|
|
Non-current assets |
|
|
|
|
Current liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Associates |
Joint ventures |
|||
|
For the years ended as of December 31, |
|||||
|
2022 |
2022 |
2021 |
2020 |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Income Statement (Summarized) |
|
|
|
|
|
|
Net sales |
|
|
|
|
|
|
Operating result |
( |
( |
( |
( |
|
|
Net income for year |
( |
( |
|
( |
|
|
Other comprehensive income |
|
( |
|
|
|
|
Depreciation and amortization |
( |
( |
( |
( |
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The intangible assets movement are detailed as follows:
|
|
Trademarks |
Software programs |
Water rights |
Distribution rights |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
As of January 1, 2021 |
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
Accumulated amortization |
|
( |
|
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Divestitures (cost) |
|
( |
|
|
( |
|
Divestitures (amortization) |
|
|
|
|
|
|
Amortization of year |
|
( |
|
( |
( |
|
Conversion effect (cost) |
|
|
|
|
|
|
Conversion effect (amotization) |
|
( |
|
( |
( |
|
Others increase (decreased) (1) |
|
|
|
|
|
|
Changes |
|
|
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
Accumulated amortization |
|
( |
|
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
Additions (2) |
|
|
|
|
|
|
Amortization of year |
|
( |
|
( |
( |
|
Conversion effect (cost) |
( |
( |
|
( |
( |
|
Conversion effect (amotization) |
|
|
|
|
|
|
Others increase (decreased) (1) |
|
|
|
|
|
|
Changes |
|
( |
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
Accumulated amortization |
|
( |
|
( |
( |
|
Book Value |
|
|
|
|
|
|
(1) |
Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies”. |
|
(2) |
See Note 1 – General information, letter C), number (13) . |
There are no restrictions or pledges on intangible assets.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The cash generating units associated to the
trademarks are detailed as follows:
|
Segment |
Cash Generating Unit |
As of December 31, 2022 |
As of December 31, 2021 |
|
(CGU) |
ThCh$ |
ThCh$ |
|
|
Chile |
Embotelladoras Chilenas Unidas S.A. |
|
|
|
|
Manantial S.A. |
|
|
|
|
Compañía Pisquera de Chile S.A. |
|
|
|
|
Cervecería Kunstmann S.A. (1) |
|
|
|
|
Sub-Total |
|
|
|
International Business |
CCU Argentina S.A. and subsidiaries |
|
|
|
|
Marzurel S.A., Coralina S.A. and Milotur S.A. |
|
|
|
|
Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A. |
|
|
|
|
Bebidas Bolivianas BBO S.A. |
|
|
|
|
Sub-Total |
|
|
|
Wines |
Viña San Pedro Tarapacá S.A. |
|
|
|
|
Sub-Total |
|
|
|
Total |
|
|
|
|
(1) |
See Note 1 – General information, letter C), number (13) . |
As of December 31, 2022, the Company performed the annual impairment test, from which no evidence of impairment has emerged. Regarding Trademarks with an indefinite useful life, the same methodology has been used as indicated in
Note 18 – Goodwill.
The goodwill movement is detailed as follows:
|
|
Goodwill |
|
ThCh$ |
|
|
As of January 1, 2021 |
|
|
Historic cost |
|
|
Book Value |
|
|
|
|
|
As of December 31, 2021 |
|
|
Other increases (decreases) (1) |
|
|
Conversion effect |
|
|
Changes |
|
|
Book Value |
|
|
|
|
|
As of December 31, 2021 |
|
|
Historic cost |
|
|
Book Value |
|
|
|
|
|
As of December 31, 2022 |
|
|
Other increases (decreases) (1) |
|
|
Conversion effect |
( |
|
Changes |
|
|
Book Value |
|
|
|
|
|
As of December 31, 2022 |
|
|
Historic cost |
|
|
Book Value |
|
(1) Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinfla
tiona
ry economies”.|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
For the purpose of impairment testing, goodwill acquired in a business combination is allocated as of the acquisition date to each of the CGUs, or groups of CGUs that is expected to benefit from the business combination synergies. The carrying amount of goodwill assigned to the CGUs within the Company’s segments is detailed as follows:
|
Segment |
Cash Generating Unit |
As of December 31, 2022 |
As of December 31, 2021 |
|
(CGU) |
ThCh$ |
ThCh$ |
|
|
Chile |
Embotelladoras Chilenas Unidas S.A. |
|
|
|
|
Manantial S.A. |
|
|
|
|
Compañía Pisquera de Chile S.A. |
|
|
|
|
Los Huemules S.R.L. |
|
|
|
|
Cervecería Kunstmann S.A. |
|
|
|
|
Cervecería Szot SpA. |
|
|
|
|
Sub-Total |
|
|
|
International Business |
CCU Argentina S.A. and subsidiaries |
|
|
|
|
Marzurel S.A., Coralina S.A. and Milotur S.A. |
|
|
|
|
Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A. |
|
|
|
|
Bebidas Bolivianas BBO S.A. |
|
|
|
|
Sub-Total |
|
|
|
Wines |
Viña San Pedro Tarapacá S.A. |
|
|
|
|
Sub-Total |
|
|
|
Total |
|
|
|
Main assumptions for impairment calculation
Goodwill assigned to the CGUs is subject to impairment test on an annually basis or more frequently if there are signs of potential impairment. These signs may include a significant change in the economic environment that could affect the business scenario, new legal provisions, operational performance indicators or the disposal of an important part of a CGU. The impairment loss is recognized for the amount by which the carrying amount of the CGU exceeds its recoverable amount. The recoverable value of each CGU is determined as the highest amount between its value in use and its fair value minus the cost of selling. The management considers that the value in use approach, determined by a discounted cash flow model, is the most reliable method to determine the recoverable values of the CGU.
The following table shows the most relevant inputs for each CGU in where there is a relevant Goodwill and / or intangible assets with indefinite useful life assigned:
|
|
Chile |
Argentina |
Uruguay |
Paraguay |
Bolivia |
|
|
Estimated CAPEX for the year 2023 ThCh$ |
|
|
|
|
|
|
|
Perpetual growth |
|
|
|
|
|
|
|
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following describes some considerations applied when determining the corresponding values in use of the CGUs that have Goodwill and / or intangible assets with indefinite useful life assigned:
Projection period:
A five-year horizon is considered for all units / brands. An exceptionally longer period of time (no longer than ten years), is considered for those units / brands that require a longer maturation period.
Cash Flow
:
To determine the value in use, the Company has used cash flow projections in line with the time horizon described above, based on budgets, strategic plans and projections reviewed by management for the same period of time. Given the maturity of our business, these budgets have been historicaly consistent with the results.
Management’s cash flow projection included significant judgements and assumptions relating to perpetual growth rates and discount rates.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Perpetual growth
:
Discount rate
:
Corresponds to the nominal WACC (Weighted Average Cost of Capital) rate of each country.
According to the calculated sensitivities, the Administration determines that there is no reasonably possible change in the assumptions mentio
ne
d above that could cause that the book value exceeds the estimated recoverable value as of December 31, 2022.|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Property, plant and equipment movements are detailed as follows:
|
|
Land, buildings and construction |
Machinery and equipment |
Bottles and containers |
Other Equipment |
Assets under contruction |
Furniture, accessories and vehicles |
Under production vines |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
As of January 1, 2021 |
|
|
|
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
( |
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
Additions of historic cost by business combination |
|
|
|
|
|
|
|
|
|
Transfers |
|
|
|
|
( |
|
|
|
|
Conversion effect historic cost |
|
|
( |
|
( |
|
( |
|
|
Write off (cost) |
( |
( |
( |
( |
|
( |
|
( |
|
Write off (depreciation) |
|
|
|
|
|
|
|
|
|
Capitalized interests |
|
|
|
|
|
|
|
|
|
Depreciation |
( |
( |
( |
( |
|
( |
( |
( |
|
Conversion effect depreciation |
( |
( |
( |
( |
|
( |
|
( |
|
Others increase (decreased) (1) |
|
|
|
|
|
|
|
|
|
Divestitures (cost) |
( |
( |
( |
( |
|
( |
( |
( |
|
Divestitures (depreciation) |
|
|
|
|
|
|
|
|
|
Changes |
|
|
|
( |
|
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
( |
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
Transfers |
|
|
|
|
( |
|
|
( |
|
Transfers to Assets held for sale (Cost) |
( |
( |
|
|
|
|
( |
( |
|
Transfers to Assets held for sale (Depreciation) |
|
|
|
|
|
|
|
|
|
Transfers from Assets Held for Sale (Cost) |
|
|
|
|
|
|
|
|
|
Conversion effect historic cost |
( |
( |
( |
( |
( |
( |
( |
( |
|
Write off (cost) |
( |
( |
( |
( |
|
( |
|
( |
|
Write off (depreciation) |
|
|
|
|
|
|
|
|
|
Capitalized interests |
|
|
|
|
|
|
|
|
|
Depreciation |
( |
( |
( |
( |
|
( |
( |
( |
|
Conversion effect depreciation |
|
|
|
|
|
|
|
|
|
Others increase (decreased) (1) |
|
|
|
|
|
|
|
|
|
Divestitures (cost) |
( |
( |
( |
( |
|
( |
( |
( |
|
Divestitures (depreciation) |
|
|
|
|
|
|
|
|
|
Changes |
|
|
|
|
|
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
Historic cost |
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
( |
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
(1) |
Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies” |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The balance of the land at the end of each year is as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Land |
|
|
|
Total |
|
|
Capitalized interest as of December 31, 2022 amounted ThCh$ 797,442 (ThCh$ 1,074,074 as of December 31, 2021 and ThCh$ 1,087,157 as of December 31,2020), using an annually capitalization rate of 3.64 % (2.04 % as of December 31, 2021 and 2.64 % as of December 31, 2020).
The Company, through its subsidiary 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, 2022, the Company maintained approximately 5,165 hectares of which 4,730 are for vines in production stage. Of the total hectares mentioned above, 4,409 correspond to own land and 321 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 2022, the production in plant vines yield was approximately 58.7 million kilos of grapes (57.7 million kilos of grapes in 2021).
By the nature of business of the Company, in the value of the assets it is not considered to start an allowance for cost of dismantling, removal or restoration.
In relation to impairment losses on Property, plant and equipment, Management has analyzed internal and external indicators and has not found evidence of impairment at December 31, 2022.
The depreciation for the year ended as of December 31, 2022 and 2021, recognized in net income and other assets is as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Recognized in net incomes (*) |
|
|
|
Recognized in others assets |
|
|
|
Total |
|
|
(*) Includes ThCh$ 1,772,514 (ThCh$ 1,178,953 as of December 31, 2021 and ThCh$ 1,847,312 as of December 31, 2020) of depreciation of agr
icu
ltural assets (barrels), related to the cost of selling wine.|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Investment property movements are detailed as follows:
|
|
Lands |
Buildings |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
As of January 1, 2021 |
|
|
|
|
Historic cost |
|
|
|
|
Depreciation |
|
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
Depreciation |
|
( |
( |
|
Conversion effect (cost) |
( |
( |
( |
|
Conversion effect (depreciation) |
|
|
|
|
Other increases (decreases) (1) |
|
|
|
|
Changes |
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
Historic cost |
|
|
|
|
Depreciation |
|
( |
( |
|
Book Value |
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
Transfers from PPE (cost) |
|
|
|
|
Impairment |
( |
|
( |
|
Depreciation |
|
( |
( |
|
Conversion effect (cost) |
( |
( |
( |
|
Conversion effect (depreciation) |
|
|
|
|
Other increases (decreases) (1) |
|
|
|
|
Changes |
|
|
|
|
Book Value |
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
Historic cost |
|
|
|
|
Depreciation |
|
( |
( |
|
Book Value |
|
|
|
|
(1) |
Corresponds to the financial effect of the application IAS 29 Financial reporting in hyperinflationary economies. |
Investment property includes seventeen land properties, two offices and one apartment, situated in Chile, which are maintained for appreciation purposes, with one apartment for being leased and generating ThCh$ 4,534 revenues during period 2022 (ThCh$ 5,836 for the year ended December 31, 2021, and ThCh$ 5,868 for the year ended December 31, 2020). Additionally, there are four properties in Argentina, which are leased and generated an income for ThCh$ 337,638 for period 2022 (ThCh$ 84,859 for the year ended December 31, 2021 and ThCh$ 99,840 for the year ended December 31,2020). In addition, the expenses associated with such investment properties amounted to ThCh$ 87,499 for the period ended as of December 31, 2022 (ThCh$ 64,916 for the year ended December 31, 2021, and ThCh$ 69,533 for the year ended December 31, 2020).
The market valuation of investment properties exceeds 100 % of the book value.
The fair value, of investment property that represent 100 % of the carrying amount is ThCh$ 16,173,922 .
Management has not detected evidence of impairment of investment property.
The Company does not maintain any pledge or restriction over investment property items.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
Debts and financial liabilities classified according to the type of obligation and their classifications in the Consolidated Financial Statements are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Bank borrowings (1) |
|
|
|
|
|
Bonds payable (1) |
|
|
|
|
|
Derivatives not designated as hedges (2) |
|
|
|
|
|
Derivatives designated as hedges (2) |
|
|
|
|
|
Deposits for return of bottles and containers |
|
|
|
|
|
Total |
|
|
|
|
(1) See .
Note 5 – Risk administration
(2) See .
Note 7 – Financial instruments
Current bank borrowings and bonds payable
The maturities and interest rates of these obligations are detailed as follows:
As of December 31, 2022:
|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
Cervecera GuayacánSpA. |
Banco de Chile |
|
|
|
|
||||||
|
Cervecera GuayacánSpA. |
Banco de Chile |
|
|
|
|
||||||
|
Bebidas CCU-PepsiCoSpA. |
Scotiabank Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Viña San Pedro Tarapacá S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Compañía Pisquera de Chile S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Compañía Industrial Cervecera S.A. |
Galicia |
|
|
|
|
||||||
|
Saenz Briones & Cía. S.A.I.C |
Santander - Argentina |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
,
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
|
|
Debtor Tax ID |
Company |
Debtor country |
Registration |
ID No. Instrument |
Creditor country |
Currency |
0 to 3 months |
3 months to 1 year |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bonds payable |
|
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A.(1) |
Bond H |
573 03/23/2009 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bond J |
898 06/28/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bond L |
897 06/28/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bond M |
898 06/28/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. |
Bond Internacional |
144A/Regulation S |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bond P |
897 06/28/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bond R |
1115 08/20/2022 |
|
|
|
|
|||||
|
Viña San Pedro Tarapacá S.A. (2) |
Bond D |
986 12/12/2019 |
|
|
|
|
|||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(2) This obligation is partially hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
As of December 31, 2021:
|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
||||||
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
||||||
|
Bebidas CCU-PepsiCo SpA. |
Scotiabank Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Viña San Pedro Tarapacá S.A. |
Banco Itaú Corpbanca |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
||||||
|
Compañía Pisquera de Chile S.A. |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Finca La Celia S.A. |
Macro |
|
|
|
|
||||||
|
Finca La Celia S.A. |
Galicia |
|
|
|
|
||||||
|
Finca La Celia S.A. |
Patagonia |
|
|
|
|
||||||
|
Finca La Celia S.A. |
BBVA |
|
|
|
|
||||||
|
Finca La Celia S.A. |
Macro |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
||||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
.
|
Debtor Tax ID |
Company |
Debtor country |
Registration |
ID No. Instrument |
Creditor country |
Currency |
Maturity (*) |
|
|
|
|
|
0 to 3 months |
3 months to 1 year |
Total |
Type of amortization |
Interest Rate |
|||||||
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|||||||
|
Bonds payable |
|
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. |
Bono H |
573 23/03/2009 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono J |
898 28/06/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono L |
897 28/06/2018 |
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono M |
898 28/06/2018 |
|
|
|
|
|||||
|
Viña San Pedro Tarapacá S.A. (2) |
Bono D |
986 12/12/2019 |
|
|
|
|
|||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(
1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(2) This obligation is partially hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
.
Non-current bank borrowings and bonds payable
The maturities and interest rates of these obligations are detailed as follows:
As of December 31, 2022:
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
|
||||||
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Compañía Pisquera de Chile S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
|
||||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
.
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Registration |
ID No. Instrument |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bonds payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. (1) |
573 03/23/2009 |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. (1) |
898 06/28/2018 |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. (1) |
897 06/28/2018 |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. (1) |
898 06/28/2018 |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. (1) |
897 06/28/2018 |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
144A/Regulation S |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. (1) |
1115 08/20/2022 |
|
|
|
|
|
||||||
|
Viña San Pedro Tarapacá S.A. (2) |
986 12/12/2019 |
|
|
|
|
|
||||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(2) This obligation is partially hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration
.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
As of December 31, 2021:
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
|
||||||
|
Cervecera Guayacán SpA. |
Banco de Chile |
|
|
|
|
|
||||||
|
Bebidas CCU-PepsiCo SpA. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Cervecería Kunstmann S.A. |
Scotiabank Chile |
|
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
|
||||||
|
Bebidas Bolivianas BBO S.A. |
Banco Mercantil Santa Cruz S.A. |
|
|
|
|
|
||||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(*) The amount based on the undiscounted contractual flows is found in
Note 5 – Risk administration.
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Registration |
ID No. Instrument |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Bonds payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. |
Bono H |
573 03/23/2009 |
|
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono J |
898 06/28/2018 |
|
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono L |
897 06/28/2018 |
|
|
|
|
|
|||||
|
Compañía Cervecerías Unidas S.A. (1) |
Bono M |
898 06/28/2018 |
|
|
|
|
|
|||||
|
Viña San Pedro Tarapacá S.A. (2) |
Bono D |
986 12/12/2019 |
|
|
|
|
|
|||||
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(
1) This obligation is hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(2) This obligation is partially hedged by a Cross Currency Interest Rate Swap agreement, .
Note 7 – Financial instruments
(*)
The amount based on the undiscounted contractual flows is found in
Note 5 - Risk administration
.
Details of the fair value of bank borrowings, financial leases obligations and bonds payable are described in .
Note 7 - Financial instruments
The effective interest rates of bond obligations are as follows:
|
Bonds Serie H |
|
|
|
Bonds Serie J |
|
|
|
Bonds Serie L |
|
|
|
Bonds Serie M |
|
|
|
Bonds International |
|
|
|
Bonds Serie D |
|
|
|
Bonds Serie P |
|
|
|
Bonds Serie R |
|
|
The terms and conditions of the main interest accruing obligations as of December 31, 2022, are detailed as follows:
|
A) |
Bank Borrowings |
Banco del Estado de Chile - Bank Loans
|
a) |
On July 27, 2012, the subsidiary Compañía Pisquera Chile S.A. (CPCh) signed a bank loan with the Banco del Estado de Chile for a total of ThCh$ |
This loan accrues interest at an annual fixed rate of 6.86 % and an effective rate of 7.17 % per annum. The subsidiary amortized interest semi-annually, and the capital amortization consists of a single payment at the end of the established term.
On July 27, 2017 this
loan was renewed for 5 years, with maturity on July 27, 2022
.This loan accrues interest at an annual fixed rate of 4.68 %. The Subsidiary pays interest semi-annually and the capital amortization consists of a single payment at the end of the established term.
On July 27, 2022 this loan was renewed for
5 years
, with maturity on July 27, 2027.|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
This loan bears interest at a annual fixed rate of 8.664 %. The company pays interests semiannually and the principal 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:
|
- |
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. |
|
- |
Maintain a debt ratio of no more than 3, measured as Total liabilities divided by Equity. |
|
- |
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.
On the other hand, the Company, through an agreement dated July 28, 2017, forces to maintain a direct or indirect shareholding of at least 50.1 %, which allows it to control its subsidiary Compañía Pisquera de Chile S.A. during the term of this loan.
As of December 31, 2022, the subsidiary and CCU were in compliance with the financial covenants.
|
b) |
On October 15, 2014, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco del Estado de Chile for a total of UF |
On October 15, 2019 the subsidiary Viña San Pedro Tarapacá S.A. renegotiated this loan, by an amount of ThCh$ 10,664,833 , at a fixed interest rate maturing on April 10, 2020 .
On April 13, 2020, the subsidiary Viña San Pedro Tarapacá S.A. renegotiated this loan by an amount of ThCh$ 10,664,833 , at a fixed interest rate maturing on April 13, 2021.
The subsidiary amortizes interest and capital in a single payment at the end of the established term,
On April 13, 2021, the loan was fully paid.
|
c) |
On July 15, 2015, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
The
subsidiary amortizes interest and capital monthly until the end of the established term.
On
July 14, 2020 this loan was paid.
|
d) |
On April 16, 2021, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
The
subsidiary amortizes interest semi-annually and principal in a single payment at the end of the established term.
|
e) |
On April 21, 2021, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
The
subsidiary amortizes interest semi-annually and principal in a single payment at the end of the established term.
|
f) |
On July 19, 2022, the subsidiary Cervecería Kunstmann S.A. subscribed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
The subsidiary amortizes interest semiannually and the principal in a single payment at the end of the established term.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
g) |
On August 11, 2022, the subsidiary Cervecería Kunstmann S.A. subscribed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
The subsidiary amortizes interest semiannually and the principal in a single payment at the end of the established term.
|
h) |
On April 13, 2017, Compañía Cervecerías Unidas S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ |
On April 13, 2022, this loan was renewed for a 5-year term, maturing on April 13, 2027.
The Company amortizes interest semi-annually, and the capital amortization consists in 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:
|
a. |
|
|
b. |
The Issuer must maintain a consolidated financial expense coverage of not less than 3 times, defined as the ratio between ORBDA and Financial Costs . ORBDA is the sum of the accounts Gross Margin and Other Income by Function, less the accounts Distribution Costs, Administrative Expenses and Other Expenses by Function and plus the line Depreciation and Amortization recorded in the Note Costs and Expenses by Nature. For Financial Costs, the account of the same name contained in the Consolidated Statement of Income by Function. The Consolidated Financial Expense Coverage will be calculated for the twelve consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the month of closing of such Consolidated Financial Statements. |
|
c. |
The Issuer shall maintain an Adjusted Shareholders' Equity at the consolidated level of at least ThCh$ |
|
d. |
The Issuer shall maintain unencumbered assets for an amount equal to at least 1.2 times the outstanding amount of unsecured financial debt, For these purposes, assets and debts shall be valued at book value. The term "unencumbered assets" means: /a/ the difference between /i/ the Total Assets account in the Consolidated Statement of Financial Position, and /ii/ the assets pledged as collateral indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements; and /b/ Financial Debt, the definition given to this term is found in the Indenture. |
|
e. |
The Issuer shall maintain, either directly or indirectly, ownership over more than |
|
f. |
The Issuer shall not sell, nor allow them to be sold, nor assign ownership and not to transfer and/or in any way dispose of, either through one transaction or a series of transactions, directly or indirectly, assets of its property and those of its subsidiaries necessary to maintain in Chile, directly and/or through one or more subsidiaries, a nominal installed capacity for the production, indistinctly, of Beer and/or Alcoholic Beverages and/or Nectars and/or Mineral and/or Bottled Waters, hereinafter the "Essential Businesses", equal to or not less, either with respect to one or more of the aforementioned categories or all of them together, than 15.9 million hectoliters per year. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
|
|
|
|
g. |
The Issuer shall maintain, directly or through a subsidiary, ownership of the trademark "CRISTAL", word or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
|
h. |
The Issuer shall not make investments in instruments issued by "related parties" other than its subsidiaries, nor to carry out with them other transactions outside its normal line of business, under conditions other than those established in Title XVI of the Corporations Law. |
|
|
As
of December 31, 2022, the Company was in compliance with the financial covenants. |
|
i. |
On July 12, 2022, Compañía Cervecerías Unidas S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 30,000,000 at a fixed interest rate, maturing on July 12, 2024 . |
The Company amortizes interest semi-annually, and the capital amortization consists in a single payment at the end of the established term.
|
|
As
of December 23, 2022, this loan was prepaid. |
|
j. |
On August 25, 2022, Compañía Cervecerías Unidas S.A. signed a bank loan with Banco del Estado de Chile for a total of ThCh$ 10,000,000 at a fixed interest rate, maturing on August 25, 2027 . |
The Company amortizes interest semi-annually, and the capital amortization consists in a single payment at the end of the established term.
As of December 23, 2022, this loan was prepaid.
Banco de Chile – Bank Loans
|
a) |
On August 25, 2016, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco de Chile for a total of ThCh$ |
|
|
The subsidiary amortizes interest and capital in a single payment at the end of the established term. |
|
|
On August 24, 2018, the loan was renewed, maturing on August 24, 2020. |
|
|
On August 24, 2020, this loan was paid. |
|
b) |
On July 5, 2021, the subsidiary Cervecera GuayacánSpA. subscribed a bank loan with Banco de Chile for a total of UF |
The subsidiary amortizes interest and principal on a monthly basis, with a first payment on August 5, 2021.
|
c) |
On December 17, 2021, the subsidiary Cervecera GuayacánSpA. subscribed a bank loan with Banco de Chile for a total of UF |
The subsidiary amortizes interest and principal on a monthly basis.
Scotiabank Chile – Bank Loans
|
a) |
On June 18, 2018, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Scotiabank Chile for a total of US$ |
The subsidiary pays quarterly interest and amortization of capital consists of a single payment at the end of the deadline.
This debt was carried at Euro and fixed interest rate, through the contracting of a USD-EUR currency swap and an interest rate swap, respectively. See details of the Company's hedging strategies in and.
Note 5 – Risk administration
Note 7 – Financial instruments
On June 18, 2021, the loan was fully paid.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
b) |
On April 17, 2019, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Scotiabank Chile for a total of ThCh$ |
The subsidiary amortizes interest semi-annually and capital amortization consists in a single payment at the end of the established term.
On April 16, 2021, the loan was fully paid.
|
c) |
On December 9, 2019, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Scotiabank Chile for a total of ThCh$ |
The subsidiary amortizes interest and capital semi-annually with a first payment on June 9, 2020.
The bank loan mentioned above requires complying certain informational requirements and also compliance with certain financial ratios that are described below:
|
a. |
A Coverage of Financial Expenses higher than or equal to three times. For these purposes, Financial Expenses Coverage is defined as ORBDA divided by the item “Financial Expenses” of the Consolidated Financial Statements of the Debtor measured over the last 12 months, ORBDA is defined as the Operating Income plus Depreciation for the Year and plus amortization of Intangible Assets. |
|
b. |
A ratio of Net Financial Debt to ORBDA less than or equal to three times. For these purposes the Net Financial Debt is the difference between /i/ the sum of the item “Others Financial Liabilities, Current and Non-Current”; and /ii/ the sum of the item "Cash and Cash Equivalent" in the Consolidated Financial Statements of the Debtor. |
Additionally, this loan forces the subsidiary to comply with certain negative restrictions, such as not granting real guarantees
.
These are pledges and mortgages to guarantee its own or third-party obligations without prior authorization and by writing of the Bank for an amount equal to or greater than ten percent of the total fixed assets of the Debtor.As of December 31, 2022, the subsidiary was in compliance with the financial covenants.
|
d) |
On February 18, 2020, the subsidiary Bebidas CCU-PepsiCo SpA. signed a bank loan with Scotiabank Chile for a total of ThCh$ |
The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.
|
e) |
On March 17, 2020, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Scotiabank Chile for a total of ThCh$ |
The subsidiary amortizes interest semi-annually and capital amortization consists of a single payment at the end of the established term.
The bank loan mentioned above is required to comply certain informational requirements and also compliance with certain financial ratios that are described below:
|
a. |
A Coverage of Financial Expenses higher than or equal to three times. For these purposes, Financial Expenses Coverage is defined as ORBDA divided by the item “Financial Expenses” of the Consolidated Financial Statements of the Debtor measured over the last 12 months, ORBDA is defined as the Operating Income plus Depreciation for the Year and plus amortization of Intangible Assets. |
|
b. |
A ratio of Net Financial Debt to ORBDA less than or equal to three times, For these purposes, the Net Financial Debt is the difference between /i/ the sum of the item “Others Financial Liabilities, Current and Non-Current”; and /ii/ the sum of the item "Cash and Cash Equivalent" in the Consolidated Financial Statements of the Debtor. |
Additionally, this loan forces the subsidiary to comply with certain negative restrictions, such as not granting real guarantees
.
These are pledges and mortgages to guarantee its own or third-party obligations without prior authorization and by writing the Bank for an amount equal to or greater than ten percent of the total fixed assets of the Debtor.|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
As of December 31, 2022,
the subsidiary was in compliance with the financial covenants.
|
f) |
On October 13, 2021, Compañía Cervecerías Unidas S.A. signed a bank loan with Scotiabank Chile for a total of |
The Company amortizes interest on a monthly basis and the principal amortization consists of a single payment at the end of the established maturity date.
Banco Itaú Corpbanca – Bank Loans
|
a) |
On April 23, 2019, the subsidiary Viña San Pedro Tarapacá S.A. signed a bank loan with Banco Itaú Corpbanca for a total of US$ |
The subsidiary amortizes interest semi-annually and capital amortization consists in a single payment at the end of the established term.
On April 22, 2022, the loan was fully paid.
|
b) |
On April 22, 2019, the subsidiary Cervecería Kunstmann S.A. signed a bank loan with Banco Itaú Corpbanca for a total of ThCh$ |
The subsidiary amortizes interest semi-annually and capital amortization consists in a single payment at the end of the established term.
On April 21, 2021, the loan was fully paid.
|
c) |
On May 10, 2015, the subsidiary Cervecera GuayacánSpA. entered into a bank loan with Banco Itaú Corpbanca for a total of UF |
The subsidiary amortizes interest and principal on a monthly basis, with a first payment on June 10, 2015.
On July 5, 2021, the loan was fully paid.
|
Banco |
Mercantil Santa Cruz S.A. – Bank loans |
|
a) |
On June 26, 2017, the subsidiary BBO S.A. signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of |
The subsidiary amortizes quarterly interest and and capital amortization began on September 10, 2019 in a quarterly basis.
|
b) |
On May 31, 2019, the subsidiary BBO S.A. signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of |
The subsidiary
BBO S.A.
pays quarterly interest and capital amortization began on August 18, 2021 also quarterly,
|
c) |
On May 5, 2020, the subsidiary BBO S.A. signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of |
The subsidiary amortizes quarterly interest and and capital amortization began on November 1, 2020 in a quarterly basis.
On April 25, 2022, the loan was fully paid.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
d) |
On June 30, 2022, the subsidiary BBO S.A. signed a bank loan with Banco Mercantil Santa Cruz S.A. for a total of bolivians (equivalent to ThCh$ December 31, 2022 ), at a fixed interest rate and maturing on May 29, 2028 . |
The subsidiary amortizes quarterly interest and and capital amortization begins on December 16, 2024 in a quarterly basis.
|
Banco |
Itaú – Bank loan |
|
a) |
On February 20, 2018, the subsidiary Milotur S.A. signed a bank loan with Banco Itaú for a total of UI (equivalent to ThCh$ |
The subsidiary amortizes interest monthly and capital will be pa
i
d at the end of the established term.On February 20, 2021,
the loan was fully paid.
|
B) |
Bonds |
Series H Bonds – CCU S.A.
On March 23, 2009, under number 573, the Company recorded in the Securities Record the issue of bonds Series H for UF 2 million (the balance outstanding is ThCh$ 47,878,631 as of December 31, 2022), with 21 years terms2 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 annually.
.
Emission was placed in the local market on April 2, 2009. The issuance of the Bond H was UF By deed dated December 27, 2010 issued in the Notary of Ricardo San Martín Urrejola, under repertoires No. 36446-2010, were amended Issue Contract Series H, 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. |
|
|
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 ORBDA 1 and Financial Costs account. Adjusted ORBDA means ORBDA 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. These latter obligations are currently presented in a specific item and note. |
|
d. |
312,516,750 . This requirement will increase in the amount resulting from each revaluation of property, plant and equipment to be performed by the Issuer. |
1
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
e. |
|
|
f. |
|
|
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 risk associated to the interest rate to which Bond H is exposed is mitigated through the use of Cross Currency Swap contracts, which fix the rate. See details of the Company's hedging in
Note 7 – Financial Instruments.
As of December 31, 2022,
the Company was in compliance with the financial covenants.
Series J Bonds – CCU S.A.
On June 28, 2018, CCU S.A. registered in the Securities Register, under the number 898, the issuance of its Series J Bond, bearer and dematerialized, for a total of UF 3 million (the balance outstanding is ThCh$ 105,332,940 as of December 31, 2022) with maturity on August 10, 2043. The Series J bonds will accrue on the unpaid capital expressed in Unidades de Fomento, an annual interest of 2.9%, compounded, due, calculated on the basis of equal semesters of 180 days, equivalent to 1.4396% semi-annual. Interest will accrue as of August 10, 2018, will be paid semiannually as of February 10, 2019.
The issue was subscribed with Banco BICE as the representative of the bond holders and the payer bank and requires the Company to comply with the following financial indicators with respect to its Consolidated Financial Statements and other specific requirements:
|
a. |
Maintain at the end of each quarter a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than 1.5 times defined as the ratio between Net Financial Debt and Total Adjusted Equity, hereinafter “Consolidated Net Financial Debt Level”. To determine the Consolidated Net Financial Debt Level, it will be based on the quarterly Consolidated Financial Statements and the following will be considered: /i/ “Net Financial Debt”, the difference between /x/ the unpaid amount of the “Financial Debt”, which is the sum of the lines, current and non-current, Bank loans, Bonds and Obligations for financial leases, contained in the Note Other financial liabilities and will not be considered for the calculation and determination of Financial Debt Net, the total amount of the liability for the obligation for rights to use assets of the account or subaccount of "IFRS 16", current and non-current, and /y/ the balance of the Cash and Cash Equivalents item contained in the Statement Consolidated Financial Position of the Issuer, and /ii/ “Total Adjusted Equity” the sum of /x/ Total Equity e /y/ the sum of the accounts Provisional Dividends, Dividends provisioned according to policy, as well as all other accounts related to provision of dividends contained in the Statement Consolidated of Changes in the Issuer's Equity. |
|
b. |
The Issuer must maintain a consolidated financial expense coverage of not less than three times, defined as the ratio between ORBDA 2 and Financial Expenses. ORBDA is the sum of the accounts Gross margin and Other income per function, minus the accounts Distribution expenses, Administrative expenses and Other expenses per function and plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature. Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of twelve consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the closing month of said Consolidated Financial Statements. |
|
c. |
|
|
2 |
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
d. |
Maintain Lien-Free Assets for an amount equal to at least 1.2 times the unpaid amount of the Financial Debt without collateral. For these purposes, the assets and debts will be valued at book value . The following shall be understood: / a / Assets Free of Liens is the difference between / i / the Total Assets account in the Consolidated Statement of Financial Position, and / ii / the assets given as guarantees indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements; and / b / Financial Debt is defined in the Issuance Contract. |
|
e. |
Maintain, directly or indirectly, the ownership of more than fifty percent of the social rights and of the subscribed and paid shares, respectively, of: / a / Cervecera CCU Chile Limitada and / b / Embotelladoras Chilenas Unidas S.A. |
|
f. |
Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and/or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and / or through one or more Subsidiaries, a nominal installed capacity for the production without distinction of Beers and / or non-alcoholic Beverages and / or Nectars and / or Mineral and / or Packaged Waters, Hereinafter, the "Essential Businesses" equal to and not inferior to, either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year. |
|
g. |
To maintain directly or through a subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
|
h. |
Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business under conditions different from those established in the contract. |
The inflation risk associated to the interest rate to which Bond J is exposed is mitigated through the use of Cross Currency Swap contracts, which fix the rate. See details of the Company's hedging in
Note 7 – Financial Instruments.
As of
December 31, 2022,
the Company was in compliance with the financial covenants.
Series L Bonds – CCU S.A.
On June 28, 2018 under the number 897, CCU S.A. recorded in the Securities Registry the issuance of a 10-years Bonds line
.
The issuer may issue one or more series of Bonds directed to the market general.By public complimentary deed on June 10, 2020 the Company recorded in the Securities Record the issue of Bonds Series L for UF 3 million (the balance outstanding is ThCh$ 105,332,940 as of December 31, 2022), maturing on June 1, 2027 . The L Series Bonds will accrue on the unpaid capital expressed in UF an interest rate of 1.20 % calculated on the basis of equal semesters of 180 days, equivalent to 0.5982 % semiannualDecember 1, 2023 .
.
The interests will be accrued from June 1, 2020 and will be paid semiannually as from December 1, 2020.
The capital will be paid semiannually as from The issue was subscribed with Banco BICE 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 a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than 1.5 times defined as the ratio between Net Financial Debt and Total Adjusted Equity, hereinafter “Consolidated Net Financial Debt Level”. To determine the Consolidated Net Financial Debt Level, it will be based on the quarterly Consolidated Financial Statements and the following will be considered: /i/ “Net Financial Debt”, the difference between /x/ the unpaid amount of the “Financial Debt”, which is the sum of the lines, current and non-current, Bank loans, Bonds and Obligations for financial leases, contained in the Note Other financial liabilities and will not be considered for the calculation and determination of Financial Debt Net, the total amount of the liability for the obligation for rights to use assets of the account or subaccount of "IFRS 16", current and non-current, and /y/ the balance of the Cash and Cash Equivalents item contained in the Statement Consolidated Financial Position of the Issuer, and /ii/ “Total Adjusted Equity” the sum of /x/ Total Equity e /y/ the sum of the accounts Provisional Dividends, Dividends provisioned according to policy, as well as all other accounts related to provision of dividends contained in the Statement Consolidated of Changes in the Issuer's Equity. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
|
|
|
|
b. |
The Issuer must maintain a Consolidated Financial Expense Coverage of no less than 3 and Financial Expenses. ORBDA is defined as the sum of the items Gross margin and Other income per function minus the items Distribution expenses, Administrative expenses, and Other expenses per function registered in the Consolidated Financial Statments of Incomes of the quarterly Consolidated Financial Statement of the issuer, plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature. Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of 12 consecutive months prior to the date of the corresponding Consolidated Financial Statements including the closing month of said Consolidated Financial Statements. |
|
c. |
The issuer must maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ |
|
d. |
The issued must maintain Lien-Free Assets for an amount equal to at least . The following shall be understood: /a/ Assets Free of Liens is the difference between /i/ the Total Assets account in the Consolidated Statement of Financial Position, and /ii/ the assets given as guarantees indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements; and /b/ Fianancial Debt is the definition given to said term in numeral Four letter a/ /i/ of the Fifteenth clause of the Issuance Contract. It is expressly recorded and established that as of the mandatory entry of IFRS 16 on January 1, 2019, which was issued and approved by the International Accounting Standards Board regarding the calculation of Financial Debt that must be made in accordance with numerals Four and Five of Clause Fifteen of the Issuance Contract after said date. The account or respective subaccount refers to the total amount of the liability for obligation for rights of use assets or the name that the Commission defines for this purpose. Due to the entry of the aforementioned standard, it must be disclosed as a financial liability within the items, Other current financial liabilities and Other non-current financial liabilities, which will not be considered, incorporated or used for the calculation and determination of said Financial Debt. |
|
e. |
Maintain, directly or indirectly, the ownership of more than fifty percent of the social rights and of the subscribed and paid shares, respectively, of: /a/ Cervecera CCU Chile Limitada and /b/ Embotelladoras Chilenas Unidas S.A. |
|
f. |
Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and/or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and/or through one or more Subsidiaries, a nominal installed capacity for the production without distinction of Beers and/or non-alcoholic Beverages and/or Nectars and/or Mineral and/or Packaged Waters, Hereinafter, the "Essential Businesses" equal to and not inferior to either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year. |
|
g. |
Maintain directly or through a Subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
|
h. |
Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business, under conditions different from those established in Chapter XVI of open stocks companies law. |
The inflation risk associated to the interest rate to which Bond L is exposed is mitigated through the use of Cross Currency Swap contracts, which fix the rate. See details of the Company's hedging in
Note 7 – Financial Instruments.
As of December 31, 2022, the Company was in compliance with the financial covenants.
Series M Bonds – CCU S.A.
On June 28, 2018 under the number 898, CCU S.A. recorded in the Securities Registry the issuance of a 30-years Bonds line
.
The issuer may issue one or more series of Bonds directed to the market general.As stated in a complementary public deed, dated June 10, 2020 , the Series M Bond has been placed, bearer and dematerialized, for a total of UF 2 million (the balance outstanding is ThCh$ 70,221,960 as of December 31, 2022) with maturity on June 1, 2030. The Series M bonds will accrue interest at an annual rate of 1.60 % per annum on the unpaid principal expressed in Unidades de Fomento, compounded, due, calculated on the basis of equal semesters of 180 days , equivalent to 0.7968 % per semester
.
Interest will accrue as from June 1, 2020, will be paid semi-annually as from December 1, 2020 and principal will be paid at the end of the bond term.3
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
|
Compañía Cervecerías Unidas S.A. and subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2022
|
|
The issue was subscribed with Banco BICE as representative of the bond holders and as paying bank, 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 a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than |
|
b. |
The Issuer must maintain a Consolidated Financial Expense Coverage of not less than
4 and Financial Expenses. ORBDA is defined as the sum of the items Gross margin and Other income per function minus the items Distribution expenses, Administrative expenses, and Other expenses per function registered in the Consolidated Financial Statments of Incomes of the quarterly Consolidated Financial Statement of the issuer, plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature. Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of 12 consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the closing month of said Consolidated Financial Statements. |
|
c. |
The issuer must maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ . For these purposes, Adjusted Equity corresponds to the sum of /i/ the Equity account attributable to the owners of the controlling entity in the Consolidated Statement of Financial Position, and /ii/ the sum of the accounts Dividends, Dividends provisioned according to policy, as well as all other accounts relating to the provision of dividends, contained in the Consolidated Statement of Changes in Equity. |
|
d. |
The issued must maintain Lien-Free Assets for an amount equal to at least . It is expressly recorded and established that as of the mandatory entry of IFRS 16 on January 1, 2019, it was issued and approved by the International Accounting Standards Board, Regarding the calculation of Financial Debt that must be made in accordance with numerals Four and Five of Clause Fifteen of the Issuance Contract after said date, the account or respective subaccount referred to the total amount of the liability for obligation for rights of use assets or the name that the Commission defines for this purpose. Due to the mandatory entry of the aforementioned, the standard must be disclosed as a financial liability within the items Other current financial liabilities and Other non-current financial liabilities, will not be considered, incorporated or used for the calculation and determination of said Financial Debt. |
|
e. |
Maintain directly or indirectly, the ownership of more than |
|
f. |
Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and/or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and/or through one or more Subsidiaries, a nominal installed capacity for the production, without distinction of Beers and/or non-alcoholic Beverages and/or Nectars and/or Mineral and/or Packaged Waters, Hereinafter, the "Essential Businesses" equal to and not inferior to, either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year. |
4
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
g. |
Maintain directly or through a Subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
|
h. |
Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business under conditions different from those established in Chapter XVI of open stocks companies law. |
The inflationary risk associated to the interest rate in which this Bond M is exposed is mitigated by the use of Cross Currency Swap contracts, which fix the rate. See details of the Company's hedging in .
Note 7 - Financial instruments
As of December 31, 2022, the Company was in compliance with the financial covenants.
Series P Bonds – CCU S.A.
On March 15, 2022 under the number 897, CCU S.A. recorded in the Securities Registry the issuance of a 10-years Bonds line. The issuer may issue one or more series of Bonds directed to the market general.
As stated in a complementary public deed, dated March 30, 2022 , the Series P Bond has been placed, bearer and dematerialized, for a total of UF 2 million (the balance outstanding is ThCh$ 70,221,960 as of December 31, 2022) with maturity on March 15, 2032. The Series P bonds will accrue interest at an annual rate of 3.35 % per annum on the unpaid principal expressed in Unidades de Fomento, compounded, due, calculated on the basis of equal semesters of 180 days , equivalent to 1.6 % per semester, Interest will accrue as from March 15, 2022, will be paid semi-annually as from September 15, 2022 and principal will be paid at the end of the bond term.
The issue was subscribed with Banco BICE as representative of the bond holders and as paying bank. 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 a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than |
|
b. |
The Issuer must maintain a Consolidated Financial Expense Coverage of not less than 5 and Financial Expenses . ORBDA is defined as the sum of the items Gross margin and Other income per function minus the items Distribution expenses, Administrative expenses, and Other expenses per function registered in the Consolidated Financial Statments of Incomes of the quarterly Consolidated Financial Statement of the issuer, plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature. Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of 12 consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the closing month of said Consolidated Financial Statements. |
|
c. |
The issuer must maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ |
5
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
d. |
The issued must maintain Lien-Free Assets for an amount equal to at least times the unpaid amount of the Financial Debt without collateral. For these purposes, the assets and debts will be valued at book value. The following shall be understood: /a/ Assets Free of Liens is the difference between /i/ the Total Assets account in the Consolidated Statement of Financial Position, and /ii/ the assets given as guarantees indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements, and /b/ Fianancial Debt is the definition given to said term in numeral Four letter a/ /i/ of the Fifteenth clause of the Issuance Contract. It is expressly recorded and established that as of the mandatory entry of IFRS 16 on January 1, 2019, it was issued and approved by the International Accounting Standards Board, Regarding the calculation of Financial Debt that must be made in accordance with numerals Four and Five of Clause Fifteen of the Issuance Contract after said date, the account or respective subaccount referred to the total amount of the liability for obligation for rights of use assets or the name that the Commission defines for this purpose. Due to the mandatory entry of the aforementioned, the standard must be disclosed as a financial liability within the items Other current financial liabilities and Other non-current financial liabilities, will not be considered, incorporated or used for the calculation and determination of said Financial Debt. |
|
e. |
Maintain directly or indirectly, the ownership of more than |
|
f. |
Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and/or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and/or through one or more Subsidiaries, a nominal installed capacity for the production, without distinction of Beers and/or non-alcoholic Beverages and/or Nectars and/or Mineral and/or Packaged Waters, Hereinafter, the "Essential Businesses" equal to and not inferior to, either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year. |
|
g. |
Maintain directly or through a Subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
|
h. |
Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business under conditions different from those established in Chapter XVI of open stocks companies law. |
The inflationary risk associated to the interest rate in which this Bond P is exposed is mitigated by the use of Cross Currency Swap contracts, which fix the rate. See details of the Company's hedging in .
Note 7 - Financial instruments
As of December 31, 2022, the Company was in compliance with the financial covenants.
Series International – CCU S.A.
On January 19, 2022, the Company issued and placed in the international markets bonds in the amount of US$ 600,000,000 (equivalent to ThCh$ 513,516,000 as of December 31, 2022), with an annual interest rate of 3.350 %, payable semiannually for a term of 10 years, and payment of principal in one installment at maturity on January 19, 2032 , subject to Rule 144 and Regulation S of the U.S. Securities Act of 1933.
Bond Serie R – CCU S.A.
On August 30, 2022 and under number 1,115, CCU S.A. registered in the relevant securities registry a new line of bonds, in which a line of 30-year bonds was established, under which the issuer may issue one or more series of bonds to the market.
As stated in the complementary public documents dated August 26, 2022, the Series R Bond, bearer and dematerialized, has been placed for a total of UF 4 million (equivalent to ThCh$ 140,443,920 as of December 31, 2022), maturing on September 15, 2042. The Series R bonds will accrue a compounded annual interest rate of 2.70% on the outstanding principal, expressed in Unidades de Fomento, calculated on the basis of equal semesters of 180 days, equivalent to 1.3410% semiannually. Interest will be accrued as from September 15, 2022, and will be paid semi-annually as from March 15, 2023. The principal will be paid at the end of the bond term.
The issue was subscribed with Banco BICE as representative of the bondholders and paying bank, requiring that the Company complies with the following covenants with respect to its Consolidated Financial Statements and other specific requirements:
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 | |
a. | Maintain at the end of each quarter a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than 1.5 times defined as the ratio between Net Financial Debt and Total Adjusted Equity, hereinafter “Consolidated Net Financial Debt Level”. To determine the Consolidated Net Financial Debt Level, it will be based on the quarterly Consolidated Financial Statements and the following will be considered: /i/ “Net Financial Debt”, the difference between /x/ the unpaid amount of the “Financial Debt”, which is the sum of the lines, current and non-current, Bank loans, Bonds and Obligations for financial leases, contained in the Note Other financial liabilities and will not be considered for the calculation and determination of Financial Debt Net, the total amount of the liability for the obligation for rights to use assets of the account or subaccount of "IFRS 16", current and non-current, and /y/ the balance of the Cash and Cash Equivalents item contained in the Statement Consolidated Financial Position of the Issuer, and /ii/ “Total Adjusted Equity” the sum of /x/ Total Equity e /y/ the sum of the accounts Provisional Dividends, Dividends provisioned according to policy, as well as all other accounts related to provision of dividends contained in the Statement Consolidated of Changes in the Issuer's Equity. |
b. | The Issuer must maintain a Consolidated Financial Expense Coverage of no less than three times defined as the ratio between ORBDA 6 and Financial Expenses. ORBDA is defined as the sum of the items Gross margin and Other income per function minus the items Distribution expenses, Administrative expenses, and Other expenses per function registered in the Consolidated Financial Statments of Incomes of the quarterly Consolidated Financial Statement of the issuer, plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature, Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function. The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of 12 consecutive months prior to the date of the corresponding Consolidated Financial Statements including the closing month of said Consolidated Financial Statements . |
c. | The issuer must maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ 312,516,750. For these purposes, Adjusted Equity corresponds to the sum of /i/ the Equity account attributable to the owners of the controlling entity in the Consolidated Statement of Financial Position, and /ii/ the sum of the accounts Dividends, Dividends provisioned according to policy, as well as all other accounts relating to the provision of dividends, contained in the Consolidated Statement of Changes in Equity. |
d. | The issued must maintain Lien-Free Assets for an amount equal to at least 1.2 times the unpaid amount of the Financial Debt without collateral. For these purposes, the assets and debts will be valued at book value. The following shall be understood: /a/ Assets Free of Liens is the difference between /i/ the Total Assets account in the Consolidated Statement of Financial Position, and /ii/ the assets given as guarantees indicated in the Note on Contingencies and Commitments of the Consolidated Financial Statements; and /b/ Fianancial Debt is the definition given to said term in numeral Four letter a/ /i/ of the Fifteenth clause of the Issuance Contract. It is expressly recorded and established that as of the mandatory entry of IFRS 16 on January 1, 2019, which was issued and approved by the International Accounting Standards Board regarding the calculation of Financial Debt that must be made in accordance with numerals Four and Five of Clause Fifteen of the Issuance Contract after said date. The account or respective subaccount refers to the total amount of the liability for obligation for rights of use assets or the name that the Commission defines for this purpose. Due to the entry of the aforementioned standard, it must be disclosed as a financial liability within the items, Other current financial liabilities and Other non-current financial liabilities, which will not be considered, incorporated or used for the calculation and determination of said Financial Debt . |
e. | Maintain, directly or indirectly, the ownership of more than fifty percent of the social rights and of the subscribed and paid shares, respectively, of: /a/ Cervecera CCU Chile Limitada and /b/ Embotelladoras Chilenas Unidas S.A. |
f. | Not sell, nor allow the sale of, nor assign the ownership of, nor transfer and/or in any way alienate, either through a transaction or a series of transactions, directly or indirectly, assets of the Company’s property and/or its subsidiaries necessary to maintain in Chile, directly and/or through one or more Subsidiaries, a nominal installed capacity for the production without distinction of Beers and/or non-alcoholic Beverages and/or Nectars and/or Mineral and/or Packaged Waters, Hereinafter, the "Essential Businesses" equal to and not inferior to either with respect to one or more of the aforementioned categories or all of them together, 15.9 million hectoliters per year. |
g. | Maintain directly or through a Subsidiary, the ownership of the trademark "CRISTAL", brand or word, for beer, in class 32 of the International Classifier of Products and Services for the registration of trademarks. |
6
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 | |
h. | Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business, under conditions different from those established in Chapter XVI of open stocks companies law. |
As of December 31, 2022, the Company was in compliance with the financial covenants.
Series D Bonds – VSPT S.A.
On December 12, 2019 under the number 986, VSPT recorded in the Securities Registry the issuance of a 10-years Bonds line. The issuer may issue one or more series of Bonds directed to the market general.
By public complimentary deed on June 10, 2020, VSPT recorded in the Securities Record the issue of Bonds Series D for
UF 1.5 millions (equivalent to ThCh$ 1,283,790 as of December 31, 2022), maturing on June 1, 2025. The interest and capital will be paid semiannually from December 1, 2020 at a fixed interest rate of 1.00% annually.
UF 1.5 millions (equivalent to ThCh$ 1,283,790 as of December 31, 2022), maturing on June 1, 2025. The interest and capital will be paid semiannually from December 1, 2020 at a fixed interest rate of 1.00% annually.
The issue was subscribed with Banco BICE as representative of the bond holders and as paying bank and requires that the Company comply with the following financial covenants on its Consolidated Financial Statements and other specific requirements:
a. | Maintain at the end of each quarter a level of Consolidated Net Financial Debt reflected in each of its quarterly Consolidated Financial Statements not greater than 1.5 times defined as the ratio between Net Financial Debt and Total Adjusted Equity, hereinafter “Consolidated Net Financial Debt Level”. To determine the Consolidated Net Financial Debt Level, it will be based on the quarterly Consolidated Financial Statements and the following will be considered: /i/ “Net Financial Debt”, the difference between /x/ the unpaid amount of the “Financial Debt”, which is the sum of the lines, current and non-current, Bank loans, Bonds and Obligations for financial leases, contained in the Note Other financial liabilities and will not be considered for the calculation and determination of Financial Debt Net, the total amount of the liability for the obligation for rights to use assets of the account or subaccount of "IFRS 16", current and non-current, and /y/ the balance of the Cash and Cash Equivalents item contained in the Statement Consolidated Financial Position of the Issuer, and /ii/ “Total Adjusted Equity” the sum of /x/ Total Equity e /y/ the sum of the accounts Provisional Dividends, Dividends provisioned according to policy, as well as all other accounts related to provision of dividends contained in the Statement Consolidated of Changes in the Issuer's Equity . |
b. | The Issuer must maintain a Consolidated Financial Expense Coverage of no less than 2.5 times defined as the ratio between ORBDA 7 and Financial Expenses hereinafter, "Consolidated Financial Expense Coverage". For these purposes the following must be considered: /i/ ORBDA is defined as the sum of the items Gross margin and Other income per function, minus the items Distribution expenses, Administrative expenses and Other expenses per function registered in the Consolidated Financial Statments of Incomes of the quarterly Consolidated Financial Statement of the issuer, plus the Depreciation and Amortization line recorded in the Note Costs and Expenses by Nature, /ii/ Financial Expenses refers to the account of the same name referred to in the Consolidated Statement of Income by Function, The Consolidated Financial Expenses Coverage Ratio will be calculated for the period of 12 consecutive months prior to the date of the corresponding Consolidated Financial Statements, including the closing month of said Consolidated Financial Statements. |
c. | The issuer must maintain an Adjusted Equity at a consolidated level for an amount of at least equal to ThCh$ 100,000,000 at the issuing of every quarterly Consolidated Financial Statement. For these purposes, Adjusted Equity corresponds to the sum of /i/ the Equity account attributable to the owners of the controlling entity in the Consolidated Statement of Financial Position, /ii/ the sum of the accounts Dividends, Dividends provisioned according to policy, as well as all other accounts relating to the provision of dividends, contained in the Consolidated Statement of Changes in Equity of the issuer. |
d. | Not to make investments in instruments issued by "related parties" other than the Company’s Subsidiaries, nor to carry out other operations outside its normal line of business, under conditions different from those established in the contract with related parties, and neither carry out other operations outside its normal line of business. |
e. | It is obliged to record the provisions that arise from adverse contingencies, which in the opinion of the administration should be referred to in the Consolidated Financial Statements. |
7
ORBDA, for the Company purposes, is defined as Adjusted Operating Result before Depreciation and Amortization.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The exchange rate risk to which Bond D is exposed is proportionally mitigated through the use of Cross Currency Swap contracts. See detail of the Company's hedging in
Note 7 – Financial Instruments.
As of December 31, 2022, the subsidiary was in compliance with the financial covenants.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Right of use assets
The net book value of lands, buildings, machinery, fixtures and accessories, and other property,
pl
ant and equipment corresponds to financial lease contracts. The movement for assets by right of use is as follows:|
|
Land and buildings |
Machinery |
Fixtures, accessories and other properties, plants and equipment |
Total |
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
As of January 1, 2021 |
|
|
|
|
|
Historic cost |
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
Book Value |
|
|
|
|
|
Additions |
|
|
|
|
|
Conversion effect historic cost |
( |
( |
|
( |
|
Depreciation (*) |
( |
( |
( |
( |
|
Conversion effect depreciation |
|
|
( |
|
|
Others increase (decreased) (1) |
|
|
( |
|
|
Derecognition of assets due to right of use |
|
|
( |
( |
|
Depreciation of disposals of assets for right of use |
|
|
|
|
|
Changes |
|
|
( |
|
|
Book Value |
|
|
|
|
|
As of January 1, 2022 |
|
|
|
|
|
Historic cost |
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
Book Value |
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
Additions |
|
|
|
|
|
Conversion effect historic cost |
( |
( |
|
( |
|
Depreciation (*) |
( |
( |
( |
( |
|
Conversion effect depreciation |
|
|
( |
|
|
Others increase (decreased) (1) |
|
|
|
|
|
Derecognition of assets due to right of use |
( |
|
|
( |
|
Depreciation of disposals of assets for right of use |
|
|
|
|
|
Changes |
|
( |
|
|
|
Book Value |
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
Historic cost |
|
|
|
|
|
Accumulated depreciation |
( |
( |
( |
( |
|
Book Value |
|
|
|
|
|
(1) |
It corresponds mainly to the financial effect of the application of IAS 29 “Financial Information in Hyperinflationary Economies. |
|
(*) |
This amount includes ThCh$ ThCh $ |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Lease liabilities
Lease libialities that accrue interest classified by type of obligation and by their classification in the Consolidated Statement of Financial Position are the following:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Leases liabilities (1) |
|
|
|
|
|
Total |
|
|
|
|
|
(1) |
See Note 5 - Risk administration, |
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.
At the time of sale, the Company recognized ThCh$ 3,108,950 as a gain for the building portion not leased by the Company and ThCh$ 2,276,677 as a liability that was deferred until completion of the building
.
At this time, the Company recorded the transaction as a financial lease. On February 28, 2018, the Company carried out an amendment to the contract with Compañía de Seguros de Vida Consorcio Nacional de Seguros S.A., recording a balance debt of UF 608,375 , with 2.59 % annual interest and maturity on February 5, 2048.
The book value, nominal value, and interest rates of these lease liabilities are as follows:
Current lease liab
il
itiesAs of December 31, 2022
Lease liabilities at book value:
|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
|
|
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in .
Note 5 – Risk administration
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Lease liabilities at
nom
inal v
alue:|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021
Lease liabilities at book value:
|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Financial leases obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
CCU and subsidiaries |
|
- |
Suppliers of PPE |
|
|
|
|
|
|
||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is .
fo
und i
n Note 5 – Risk adminis
tr
ationLease liabilities at nominal value:
|
|
|
|
|
|
|
|
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 |
Total |
Type of amortization |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial leases obligations |
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Non-current lease liabilities
As of December 31, 2022
Lease liabilities at book value:
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in .
Note 5 – Risk administration
Lease liabilities at nominal value:
|
|
|
|
|
|
|
|
Maturity |
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021
Lease liabilities at book value:
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
Interest Rate |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
(%) |
|
Financial leases obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(*)
The amount based on the undiscounted contractual flows is found in .
Note 5 – Risk administration
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Lease liabilities at nominal value:
|
|
|
|
|
|
|
|
Maturity (*) |
|
|
||
|
Debtor Tax ID |
Company |
Debtor country |
Lending party Tax ID |
Creditor name |
Creditor country |
Currency |
Over 1 year to 3 years |
Over 3 years to 5 years |
Over 5 years |
Total |
Type of amortization |
|
|
|
|
|
|
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Financial leases obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Transportes CCU Limitada |
Banco del Estado de Chile |
|
|
|
|
||||||
|
Compañía Cervecerías Unidas S.A. |
Consorcio Nacional de Seguros S.A. |
|
|
|
|
||||||
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
CCU and subsidiaries |
- |
Suppliers of PPE |
|
|
|
|
|||||
|
Subtotal (leases IFRS ) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Below is the detail of future payments and the value of lea
se
liabilities:|
|
As of December 31, 2022 |
||
|
Gross Amount |
Interest |
Value |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
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 |
|
|
|
|
|
As of December 31, 2021 |
||
|
Gross Amount |
Interest |
Value |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
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 |
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Reconciliation of
liabilities arising from financing activities:
|
|
As of December 31, 2021 |
Flows |
Accrual of interest |
Change in foreign currency and unit per adjustment |
Increase through new leases |
Others |
As of December 31, 2022 |
||
|
Payments |
Acquisitions |
||||||||
|
Principal |
Interest |
||||||||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
|
Current |
|||||||||
|
Bank borrowings |
|
( |
( |
|
|
|
|
|
|
|
Bond payable |
|
( |
( |
|
|
|
|
|
|
|
Lease liabilities |
|
( |
( |
|
|
|
|
|
|
|
Total others financial liabilities current |
|
( |
( |
|
|
|
|
|
|
|
Non-current |
|||||||||
|
Bank borrowings |
|
|
|
|
|
|
|
( |
|
|
Bond payable |
|
|
|
|
|
|
|
( |
|
|
Lease liabilities |
|
|
|
|
|
|
|
( |
|
|
Total others financial liabilities non-current |
|
|
|
|
|
|
|
( |
|
|
Total Other financial liabilities |
|
( |
( |
|
|
|
|
( |
|
|
As of December 31, 2020 |
Flows |
Accrual of interest |
Change in foreign currency and unit per adjustment |
Increase through new leases |
Others |
As of December 31, 2021 |
|||
|
Payments |
Acquisitions |
||||||||
|
Principal |
Interest |
||||||||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
|
Current |
|||||||||
|
Bank borrowings |
|
( |
( |
|
|
|
|
|
|
|
Bond payable |
|
( |
( |
|
|
|
|
|
|
|
Lease liabilities |
|
( |
( |
|
|
|
|
|
|
|
Total others financial liabilities current |
|
( |
( |
|
|
|
|
|
|
|
Non-current |
|||||||||
|
Bank borrowings |
|
|
|
|
|
|
|
( |
|
|
Bond payable |
|
|
|
|
|
|
|
( |
|
|
Lease liabilities |
|
|
|
|
|
|
|
( |
|
|
Total others financial liabilities non-current |
|
|
|
|
|
|
|
( |
|
|
Total Other financial liabilities |
|
( |
( |
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
|
|
|
|
As of December 31, 2019 |
Flows |
Accrual of interest |
Change in foreign currency and unit per adjustment |
Increase through new leases |
Others |
As of December 31, 2020 |
||
|
Payments |
Acquisitions |
||||||||
|
Principal |
Interest |
||||||||
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
|
Current |
|||||||||
|
Bank borrowings |
|
( |
( |
|
|
( |
|
|
|
|
Bond payable |
|
( |
( |
|
|
|
|
|
|
|
Lease liabilities |
|
( |
( |
|
|
|
|
|
|
|
Total others financial liabilities current |
|
( |
( |
|
|
( |
|
|
|
|
Non-current |
|||||||||
|
Bank borrowings |
|
|
|
|
|
|
|
( |
|
|
Bond payable |
|
|
|
|
|
|
|
( |
|
|
Lease liabilities |
|
|
|
|
|
|
|
( |
|
|
Total others financial liabilities non-current |
|
|
|
|
|
|
|
( |
|
|
Total Other financial liabilities |
|
( |
( |
|
|
|
|
( |
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Trade and other payables are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Suppliers |
|
|
|
|
|
Notes payable |
|
|
|
|
|
Trade an other current payables |
|
|
|
|
|
Withholdings payable |
|
|
|
|
|
Trade accounts payable withholdings |
|
|
|
|
|
Total |
|
|
|
|
Provisions recorded in the consolidated statement of financial position are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Litigation |
|
|
|
|
|
Others |
|
|
|
|
|
Total |
|
|
|
|
The changes in provisions are detailed as follows:
|
|
Litigation (1) |
Others |
Total |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
|||
|
As of January 1, 2021 |
|
|
|
|
|
|
As of December 31, 2021 |
|
|
|
|
|
|
Incorporated |
|
|
|
|
|
|
Used |
|
( |
|
( |
( |
|
Released |
|
( |
|
( |
( |
|
Conversion effect |
|
( |
|
|
|
|
Changes |
|
|
|
( |
( |
|
As of December 31, 2021 |
|
|
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
Incorporated |
|
|
|
|
|
|
Used |
|
( |
|
( |
( |
|
Released |
|
( |
|
|
( |
|
Conversion effect |
|
( |
|
|
( |
|
Changes |
|
( |
|
|
|
|
As of December 31, 2022 |
|
|
|
|
|
|
(1) |
See Note 35 - Contingencies and commitments . |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The maturities of provisions as of December 31, 2022, are detailed as follows:
|
|
Litigation |
Others |
Total |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
|||
|
Less than one year |
|
|
|
|
|
|
Between one and five years |
|
|
|
|
|
|
Over five years |
|
|
|
|
|
|
Total |
|
|
|
|
|
The maturities of provisions as of December 31, 2021, are detailed as follows:
|
|
Litigation |
Others |
Total |
||
|
ThCh$ |
ThCh$ |
ThCh$ |
|||
|
Less than one year |
|
|
|
|
|
|
Between one and five years |
|
|
|
|
|
|
Over five years |
|
|
|
|
|
|
Total |
|
|
|
|
|
The provisions for Litigation and Other - current and non-current correspond to estimates made by the Administration, intended to cover eventual effects that may derive from the resolution of trials/claims or uncertainties to which the Company is exposed. Such trails/claims or uncertainties derive from transactions that are part of the normal course of CCU's business and the countries where it operates and whose details and scopes are not fully public knowledge, so that its detailed exposition could affect the interests of the Company and the progress of the resolution of these, according to the legal reserves of each administrative and judicial procedure. Therefore, based on the provisions of IAS 37 "Provisions, contingent liabilities and contingent assets", paragraph 92, although the amounts provisioned in relation to these trials/claims or uncertainties are indicated, no further detail of the same at the closing of these Financial Statements.
Significant litigation proceedings which the Company is exposed to at a consolidated level are detailed in .
Note 35 - Contingencies and commitments
Management believes that based on the development of such proceedings to date, the provisions established on a case by case basis are adequate to cover the possible adverse effects that could arise from these proceedings.
Tax receivables
Taxes receivables are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Refundable tax previous year |
|
|
|
Tax payments in advance |
|
|
|
Benefits for tax losses |
|
|
|
Other credits |
|
|
|
Total |
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Non-current tax receivables
Tax receivables are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Tax on minimum presumed income of Argentine subsidiaries (1) |
|
|
|
Total |
|
|
|
(1) |
Corresponds to the minimum presumed income tax of Argentine subsidiaries, whose recovery period is estimated to be more than one year. |
Current tax liabilities
Tax payables are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Income tax |
|
|
|
Monthly tax payment in advance |
|
|
|
Tax under Article N°21 |
|
|
|
Other |
|
|
|
Total |
|
|
Tax expense
The detail of income tax and deferred income tax expense is as follows:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Income as per deferred tax related to the origin and reversal of temporary differences |
|
|
|
|
Prior year adjustments |
( |
|
|
|
Effect of change in tax rates |
|
( |
|
|
Tax loss benefits |
|
( |
|
|
Total deferred tax expense |
|
|
|
|
Current tax expense |
( |
( |
( |
|
Prior period adjustments |
|
|
( |
|
Total (expenses) income for current taxes |
( |
( |
( |
|
(Loss) Income from income tax |
( |
( |
( |
Deferred taxes related to items charged or credited directly to the Consolidated Statement of Comprehensive Income are detailed as follows:
|
|
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Net income from cash flow hedge |
|
( |
( |
|
Actuarial gains and losses deriving from defined benefit plans |
|
( |
|
|
Charge to equity |
|
( |
( |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Efective Rate
The Company’s income tax expense
for the year ended December 31, 2022, 2021 and 2020 represents 0.20 %, 27.35 % and 24.67 %,
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, |
|||||
|
2022 |
2021 |
2020 |
||||
|
ThCh$ |
Rate % |
ThCh$ |
Rate % |
ThCh$ |
Rate % |
|
|
Income before taxes |
|
|
|
|
|
|
|
Income tax using the statutory rate |
( |
|
( |
|
( |
|
|
Adjustments to reach the effective rate |
|
|
|
|
|
|
|
Tax effect of permanent differences, net |
|
( |
|
( |
|
( |
|
Effect of change in tax rate |
|
|
( |
|
|
|
|
Derecognition of non recoverable deferred tax assets |
|
( |
( |
|
( |
|
|
Effect of tax rates in foreing subsidiaries |
( |
|
( |
|
( |
|
|
Prior year adjustments |
( |
|
|
( |
|
( |
|
Income tax, as reported |
( |
|
( |
|
( |
|
Deferred taxes
Deferred tax assets and liabilities included in the Consolidated Financial Statements are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Deferred taxes assets |
|
|
|
Accounts receivable impairment provision |
|
|
|
Other non-tax expenses |
|
|
|
Benefits to staff |
|
|
|
Inventory impairment provision |
|
|
|
Severance indemnity |
|
|
|
Inventory valuation |
|
|
|
Intangibles |
|
|
|
Other assets |
|
|
|
Tax loss carryforwards |
|
|
|
Subtotal by deferred tax assets |
|
|
|
Deferred tax liabilities offset |
( |
( |
|
Total assets from deferred taxes |
|
|
|
|
|
|
|
Deferred taxes liabilities |
|
|
|
Property, plant and equipment depreciation |
|
|
|
Agricultural operation expenses |
|
|
|
Manufacturing indirect activation costs |
|
|
|
Intangibles |
|
|
|
Land |
|
|
|
Other liabilities |
|
|
|
Subtotal by deferred tax liabilities |
|
|
|
Deferred tax assets offset |
( |
( |
|
Total liabilities from deferred taxes |
|
|
|
Total |
( |
( |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
No deferred taxes have been recorded for 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 and associates.
Changes in deferred tax assets are detailed as follows:
|
Analysis of the deferred tax movement during the year |
ThCh$ |
|
As of January 1, 2021 |
( |
|
Deferred taxes related to credited items (charged) directly to equity (1) |
( |
|
Deferred Tax Losses Tax absorption |
( |
|
Deferred taxes from tax loss absorption |
|
|
Conversion effect |
|
|
Deferred taxes against equity |
( |
|
Changes |
( |
|
As of December 31, 2021 |
( |
|
|
|
|
As of January 1, 2022 |
|
|
Deferred taxes related to credited items (charged) directly to equity (1) |
( |
|
Deferred Tax Losses Tax absorption |
( |
|
Deferred taxes from tax loss absorption |
|
|
Conversion effect |
|
|
Deferred taxes against equity |
|
|
Changes |
|
|
As of December 31, 2022 |
( |
|
(1) |
Corresponds to the financial effect of the application IAS 29 "Financial reporting in hyperinflationary economies. |
In Argentina a Tax Reform No. 27,430 was approved by the government, which, amongst other measures, increases the excise tax on several beverages, including beer from 8 % to 14 % on the producer price, that applies as of March 1st, 2018, and also gradually reduces for the reporting year 2018 the corporate income tax rate from 35 % to 25 % (30 % for the year 2018 and 2019, and 25 % as the year 2020). The effects as of December 31st, 2017 were recognized, without affecting significantly the Consolidated Financial Statements. Additionally, on earnings distributed as dividends a retention will apply that will gradually increase from 0 % to 13 % (7 % for the years 2018 and 2019, and 13 % as the year 2020), applicable as of the reporting results 2018.
On December 21, 2019, the law No.
27,541 called the “Law of Social Solidarity and Productive Reactivation in the Public Emergency" which modifies some articles of law No.
27,430 was enacted. It mainly postpones one more year (for the year 2020) the increase of the income tax rate of 30 % and the withholding tax rate on dividends of 7 %, setting up the income tax rate in 25 % and the withholding tax rate in 13 % on dividends from the year 2021. The application of this new law did not have significant effects on these consolidated financial statements.
On June 16, 2021, Law No.
27,630 was enacted, which again modifies the income tax rates for fiscal years beginning on or after January 1, 2021. The application of this new law did not have significant effects on these consolidated financial statements.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The companies will determine the amount of the tax using the following scale:
|
Net cumulative taxable income |
Will pay ARS $ |
Plus % of |
On the excess of |
|
|
More than ARS $ |
To ARS $ |
ARS $ |
||
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
From now on |
|
|
|
|
|
|
|
|
|
The withholding rate for dividend payments is maintained at 7 %.
The Company grants short term and employment termination benefits as part of its compensation policies.
The Parent Company and its subsidiaries have 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:
|
§ |
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. |
|
§ |
Long-term benefits are plans or agreements mainly intended to cover the post-employment benefits generated at the end of the labor relationship, be it by voluntary resignation or death of personnel hired. |
The cost of such benefits is charged against income, in the “Personnel Expense” item.
As of
December 31, 2022 and 2021
, the total staff benefits recorded in the Consolidated Statement of Financial Position is detailed as follows:
|
Employees’ Benefits |
As of December 31, 2022 |
As of December 31, 2021 |
||
|
Current |
Non-current |
Current |
Non-current |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Short term benefits |
|
|
|
|
|
Employment termination benefits |
|
|
|
|
|
Total |
|
|
|
|
Short - term benefits
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.
The total short-term benefits recorded in the Consolidated Statement of Financial Position are detailed as follows:
|
Short-Term Employees’ Benefits |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Vacation |
|
|
|
Bonus and compensation |
|
|
|
Total |
|
|
The Company records staff vacation cost on an accrual basis.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
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. 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
The obligation recorded for severance indemnity is detailed as follows:
|
Severance Indemnity |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Current |
|
|
|
Non-current |
|
|
|
Total |
|
|
The change in the severance indemnity is detailed as follows:
|
Severance Indemnity |
ThCh$ |
|
|
Balance as of January 1, 2021 |
|
|
|
Current cost of service |
|
|
|
Interest cost |
|
|
|
Actuarial (Gain) losses |
( |
|
|
Paid-up benefits |
( |
|
|
Past service cost |
|
|
|
Conversion effect |
|
|
|
Others |
( |
|
|
Changes |
( |
|
|
As of December 31, 2021 |
|
|
|
Current cost of service |
|
|
|
Interest cost |
|
|
|
Actuarial (Gain) losses |
|
|
|
Paid-up benefits |
( |
|
|
Past service cost |
|
|
|
Conversion effect |
( |
|
|
Others |
( |
|
|
Changes |
|
|
|
As of December 31, 2022 |
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The figures recorded in the Consolidated Statement of Income, are detailed as follows:
|
Expense recognized for severance indemnity |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Current cost of service |
|
|
|
|
Past service cost |
|
|
|
|
Non-provided paid benefits |
|
|
|
|
Other |
|
|
|
|
Total expense recognized in Consolidated Statement of Income |
|
|
|
Actuarial Assumptions
As mentioned in , the severance payment obligation is recorded at its actuarial value. The main actuarial assumptions used for the calculation of the severance indemnity obligation are detailed as follows:
Note 2 - Summary of significant accounting policies, 2.20
|
Actuarial Assumptions |
Chile |
Argentina |
|||||
|
As of December 31, 2022 |
As of December 31, 2021 |
As of December 31, 2022 |
As of December 31, 2021 |
||||
|
Mortality table |
RV-2014 |
RV-2014 |
Gam '83 |
Gam '83 |
|||
|
Annual interest rate |
|
|
|
|
|||
|
Voluntary employee turnover rate |
|
|
"ESA 77 Ajustada" - |
"ESA 77 Ajustada" - |
|||
|
Company’s needs rotation rate |
|
|
"ESA 77 Ajustada" - |
"ESA 77 Ajustada" - |
|||
|
Salary increase (*) |
|
|
|
|
|||
|
Estimated retirement age for (*) |
Officers |
|
|
|
|
|
|
|
Other |
Male |
|
|
|
|
||
|
Female |
|
|
|
|
|||
(*)
Weighted average of the Company.
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, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
|
|
|
|
|
( |
( |
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Personnel expense
The amounts recorded in the Consolidated Statement of Income are detailed as follows:
|
Personal expense |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Salaries |
|
|
|
|
Employees’ short-term benefits |
|
|
|
|
Total expenses for short-term employee benefits |
|
|
|
|
Employments termination benefits |
|
|
|
|
Other staff expense |
|
|
|
|
Total (1) |
|
|
|
(1)
See.
Note 30 - Natures of cost and expense
The total Other non-financial liabilities are detailed as follows:
|
|
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Parent dividend provisioned according to policy |
|
|
|
Outstanding parent dividends (1) |
|
|
|
Subsidiaries dividends according to policy |
|
|
|
Total dividends payable |
|
|
|
Income received in advance |
|
|
|
Others |
|
|
|
Total |
|
|
|
Current |
|
|
|
Total |
|
|
|
(1) |
See Note 28 – Common Shareholders’ Equity, dividends. |
Subscribed and paid-up Capital
As of December 31, 2022, 2021 and 2020
the Company’s capital shows a balance of ThCh$
divided into 369,502,872 shares of common stock 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 and the Chilean Electronic Stock Exchange, and at the New York Stock Exchange /NYSE), evidenced by ADS (American Depositary Shares), with an equivalence of two shares per ADS (Se
e
Note 1 - General information letter A)
).
The Company has not issued any others shares or convertible instruments during the period, thus changing the number of outstanding shares as December 31, 2022, 2021 and 2020.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
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.
Earnings per share
The basic earnings per share is calculated as the ratio between the net income (loss) for the
year
attributable to equity holders of the parent 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
year
attributable to equity holders of the parent and the weighted average additional common shares that would have been outstanding if it had become all ordinary potential dilutive shares.
The information used for the calculation of the earnings as per each basic and diluted share is as follows:
|
Earnings per share |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
Equity holders of the controlling company (ThCh$) |
|
|
|
|
Weighted average number of shares |
|
|
|
|
Basic earnings per share (in Chilean pesos) |
|
|
|
|
Equity holders of the controlling company (ThCh$) |
|
|
|
|
Weighted average number of shares |
|
|
|
|
Diluted earnings per share (in Chilean pesos) |
|
|
|
As of December 31, 2022, 2021 and 2020,
the Company has not issued any convertible or other kind of instruments creating diluting effects.
Distributable net income
In accordance with Circular No. 1945 from the CMF on November 4, 2009, the Board of Directors agreed that the net distributable income for the year 2009 will be that reflected in the financial statements attributable to equity holders of the parents,
without adjusting it. The above agreement remains in effect for the
year ended December 31, 2022.
Dividends
The Company’s dividends policy consists of annually distributing at least
50% of the net distributable profit of the year
.As of
December 31, 2022, 2021 and 2020
the Company has distributed the following dividends:
|
Dividend Nº |
Payment Date |
Type of Dividend |
Dividends per Share ($) |
Related to FY |
|
259 |
|
Final |
|
|
|
260 |
|
Interim |
|
|
|
261 |
|
Final |
|
|
|
262 |
|
Interim |
|
|
|
263 |
|
Eventual |
|
Retained earnings |
|
264 |
|
Final |
|
|
|
265 |
|
Interim |
|
|
|
|
|
|
|
|
In the Ordinary Shareholders’ Meeting of Compañía Cervecerías Unidas S.A. on April 15, 2020, it was agreed to charge the profits of the year 2019 the distribution of a final Dividend No. 259 of Ch$ 179.95079 per share. The total amount to distribute was ThCh$ 66,492,334 . This dividend was paid on April 24, 2020 .
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
In the Ordinary Board of Directors’ Meeting of Compañía Cervecerías Unidas S.A. on December 2, 2020, it was agreed to charge the profits of the year 2020 the distribution of an Dividend No. 260 of Ch$ 56 per share. The total amount to distribute was ThCh$ 20,692,161 . This dividend was paid on December 30, 2020 .
At the Ordinary Shareholders' Meeting of Compañía Cervecerías Unidas S.A. held on April 14, 2021, the shareholders agreed to the distribution of a final Dividend No. 261 in the amount of Ch$ 139.16548 per share, for a total amount to be distributed of ThCh $ 51,422,043 charged to 2020 profits. This dividend was paid on April 23, 2021 .
In the Ordinary Session of the Board of Directors’ Meeting of Compañía Cervecerías Unidas S.A., dated October 6, 2021, it was agreed, charged to the profits of the 2021 fiscal year, the distribution of an Dividend No. 262 of Ch$ 200 per share, ascending the total amount to distribute to ThCh$ 73,900,574 . This dividend was paid on October 29, 2021 .
At the Extraordinary Shareholders' Meeting of Compañía Cervecerías Unidas S.A., dated November 24, 2021, the distribution of an Eventual Dividend No. 263 of Ch$ 447 per share was approved, with a charge to retained earnings, raising the total amount to be distributed to ThCh$ 165,167,784 . This dividend was paid on December 3, 2021 .
At the Ordinary Shareholders' Meeting of Compañía Cervecerías Unidas S.A. held on April 13, 2022, the shareholders approved the distribution of a final Dividend No. 264 of Ch$ 200 per share, for a total amount to be distributed of ThCh$
charged against 2021’s Net income. This dividend was paid on April 28, 2022 .
In the Ordinary Session of the Board of Directors’ Meeting of Compañía Cervecerías Unidas S.A. held on December 7, 2022, the shareholders approved the distribution of a final Dividend No. 265 of Ch$ 135.1 per share, for a total amount to be distributed of ThCh$
charged against 2022’s Net income. This dividend was paid on December 29, 2022 .
Consolidated Statement of Comprehensive Income
Comprehensive income and expenses are detailed as follows:
|
Other Income and expense charged or credited against net equity |
Gross Balance |
Tax |
Net Balance |
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Gains (losses) on cash flow hedges (1) |
( |
|
( |
|
Gains (losses) on exchange differences on translation (1) |
|
|
|
|
Gains (losses) from defined benefit plans |
( |
|
( |
|
Total comprehensive income As of December 31, 2022 |
( |
|
( |
|
|
|
|
|
|
Other Income and expense charged or credited against net equity |
Gross Balance |
Tax |
Net Balance |
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Gains (losses) on cash flow hedges (1) |
|
( |
|
|
Gains (losses) on exchange differences on translation (1) |
|
|
|
|
Gains (losses) from defined benefit plans |
|
( |
|
|
Total comprehensive income As of December 31, 2021 |
|
( |
|
|
|
|
|
|
|
Other Income and expense charged or credited against net equity |
Gross Balance |
Tax |
Net Balance |
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Gains (losses) on cash flow hedges (1) |
|
( |
|
|
Gains (losses) on exchange differences on translation (1) |
( |
|
( |
|
Gains (losses) from defined benefit plans |
( |
|
( |
|
Total comprehensive income al December 31, 2020 |
( |
( |
( |
|
(1) |
These concepts will be reclassified to the Statement of Income when it’s settled . |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Reserves affecting other comprehensive income
The movement of other comprehensive income is detailed as follows:
|
a) |
As of December 31, 2022: |
|
Changes |
Reserve of exchange differences on translation |
Reserve of cash flow hedges |
Reserve of Actuarial gains and losses on defined benefit plans |
Other reserves |
Total other reserves |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Conversion of joint ventures and foreign subsidiaries |
( |
|
|
|
( |
|
|
Cash flow hedges |
|
( |
|
|
( |
|
|
Gains (losses) from defined benefit plans |
|
|
( |
|
( |
|
|
Deferred taxes |
|
|
|
|
|
|
|
Inflation adjustment of subsidiaries in Argentina |
|
|
|
( |
|
|
|
Total changes in equity |
|
( |
( |
( |
( |
|
|
Equity holders of the parent |
|
( |
( |
( |
( |
|
|
Non-controlling interests |
|
|
( |
( |
|
|
|
Total changes in equity |
|
( |
( |
( |
( |
|
b) |
As of December 31, 2021: |
|
Changes |
Reserve of exchange differences on translation |
Reserve of cash flow hedges |
Reserve of Actuarial gains and losses on defined benefit plans |
Other reserves |
Total other reserves |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Conversion of joint ventures and foreign subsidiaries |
|
|
|
|
|
|
|
Cash flow hedges |
|
|
|
|
|
|
|
Gains (losses) from defined benefit plans |
|
|
|
|
|
|
|
Deferred taxes |
|
( |
( |
|
( |
|
|
Inflation adjustment of subsidiaries in Argentina |
|
|
|
|
|
|
|
Total changes in equity |
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
Non-controlling interests |
|
( |
|
|
|
|
|
Total changes in equity |
|
|
|
|
|
|
c) |
As of December 31, 2020: |
|
Changes |
Reserve of exchange differences on translation |
Reserve of cash flow hedges |
Reserve of Actuarial gains and losses on defined benefit plans |
Other reserves |
Total other reserves |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
||
|
Conversion of joint ventures and foreign subsidiaries |
( |
|
|
|
( |
|
|
Cash flow hedges |
|
|
|
|
|
|
|
Gains (losses) from defined benefit plans |
|
|
( |
|
( |
|
|
Deferred taxes |
|
( |
|
|
( |
|
|
Inflation adjustment of subsidiaries in Argentina |
|
|
|
|
|
|
|
Total changes in equity |
( |
|
( |
|
( |
|
|
Equity holders of the parent |
( |
|
( |
|
( |
|
|
Non-controlling interests |
( |
|
( |
|
( |
|
|
Total changes in equity |
( |
|
( |
|
( |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Other Reserves
The reserves that are a part of the Company’s equity are as follows:
Reserve of exchange differences on translation
: This reserve originated from the translation of
foreign subsidiaries’ and joint ventures financial statements which functional currency is different from the presentation currency of the Consolidated Financial Statements and inflation adjustment of subsidiaries in Argentina. As of
December 31, 2022, 2021 and 2020
, it amounts to a reserve of
ThCh$ 40,039,090 , ThCh$ 51,745,399 and ThCh$ 153,975,058 ,
respectively.
Reserve of cash flow hedges
: These reserves originate from the application of hedge accounting for financial instruments used as hedges. Hedging reserves are reversed at the end of the term of the derivative contracts or when the transaction ceases to qualify as hedge accounting, whichever occurs first
.
The effects of the Hedging reserves are reflected in to income statement. As of December 31, 2022, 2021 and 2020
the amounts in the balance related to Hedging reserves are
negative of ThCh$ 4,180,961 , positive of ThCh$ 5,110,606 and ThCh$ 3,297,873 ,
net of deferred taxes.
Reserve of Actuarial gains and losses on defined benefit plans:
This reserve is originated from January 1, 2013, as a result of the application of the Amendment to IAS No. 19 and whose effect as of
December 31, 2022, 2021 and 2020
is a negative reserve of
negative of ThCh$ 10,351,094 , ThCh$ 5,446,022 , and ThCh$ 9,026,175 ,
respectively, net of deferred taxes.
Other reserves
: As of
December 31, 2022, 2021 and 2020
, the amount is a negative reserve of
ThCh$ 36,141,326 , ThCh$ 35,175,097 and ThCh$ 28,220,816 ,
respectively. Such reserves relate mainly to the following concepts:
|
- |
Adjustment due to re-assessment of fixed assets carried out in 1979 respectively (increase of ThCh$ |
|
- |
Price level restatement of paid-up capital registered as of December 31, 2008, according to CMF Circular Letter No. 456 (decrease of ThCh$ ) . |
|
- |
Difference in purchase of shares of the subsidiary Viña San Pedro Tarapacá S.A. made during year 2012 and 2013 (increase of ThCh$ ) . |
|
- |
Difference in purchase of shares of the subsidiary Manantial S.A. made during year 2016 (decrease of ThCh$ ) . |
|
- |
Difference in purchase of shares of the Alimentos Nutrabien S.A. made during year 2016 (decrease of ThCh$ |
|
- |
Difference in purchase of shares of the subsidiary Viña San Pedro Tarapacá S.A. made during year 2018 and 2017 (decrease of ThCh$ |
|
- |
Difference in purchase of shares of Sáenz Briones and Cía. S.A.I.C carried out on April 16, July 13 and August 9, 2021 (decrease of ThCh$ ). |
|
- |
Difference in purchase of shares of Viña San Pedro Tarapacá S.A. carried out on September 10 and October 4, 2021 (increase of ThCh$ ). |
|
- |
Difference in purchase of shares of Viña San Pedro Tarapacá S.A. carried out on September 7, 2022 (increase of ) . |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Non-controlling Interests are detailed as follows:
|
a. |
Equity |
|
Equity |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Viña San Pedro Tarapacá S.A. (1) |
|
|
|
Bebidas del Paraguay S.A. |
|
|
|
Aguas CCU-Nestlé Chile S.A. |
|
|
|
Cervecería Kunstmann S.A. |
|
|
|
Compañía Pisquera de Chile S.A. |
|
|
|
Sáenz Briones & Cía. S.A.I.C (2) |
|
|
|
Distribuidora del Paraguay S.A. |
|
|
|
Bebidas Bolivianas BBO S.A. |
|
|
|
Other |
|
|
|
Total |
|
|
|
(1) |
See Note 1 – General information, letter C, number (4). |
|
(2) |
See Note 1 – General information, letter C, number (3). |
|
b. |
Net income attributable to non-controlling interest |
|
Net income |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Aguas CCU-Nestlé Chile S.A. |
|
|
|
|
Viña San Pedro Tarapacá S.A. |
|
|
|
|
Cervecería Kunstmann S.A. |
|
|
|
|
Compañía Pisquera de Chile S.A. |
|
|
|
|
Sáenz Briones & Cía. S.A.I.C |
|
( |
|
|
Distribuidora del Paraguay S.A. |
( |
( |
|
|
Bebidas del Paraguay S.A. |
|
|
( |
|
Bebidas Bolivianas BBO S.A. |
( |
( |
( |
|
Other |
( |
|
( |
|
Total |
|
|
|
|
c. |
The Summarized financial information of non-controlling interest is detailed as follows: |
|
Balance Sheet |
As of December 31, 2022 |
As of December 31, 2021 |
|
|
ThCh$ |
ThCh$ |
|
Assets and Liabilities |
|
|
|
Current assets |
|
|
|
Non-current assets |
|
|
|
Current liabilities |
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Dividends paid |
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
The main significant non-controlling interest is represented by Viña San Pedro Tarapacá S.A. with the following summarized financial information:
|
Balance Sheet |
As of December 31, 2022 |
As of December 31, 2021 |
|
|
ThCh$ |
ThCh$ |
||
|
Assets and Liabilities |
|
|
|
|
Current assets |
|
|
|
|
Non-current assets |
|
|
|
|
Current liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Statement of income |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Net sales |
|
|
|
|
Net income of year |
|
|
|
|
|
|
|
|
Dividends paid by Viña San Pedro Tarapacá S.A. amounted to ThCh$ 17,906,526 , 11,167,838 and ThCh$ 11,109,578 as of December 31, 2022, 2021 and 2020, respectively.
T
hCh$ Operational cost and expenses grouped by nature are detailed as follows:
|
Costs and expenses by nature |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Direct cost |
|
|
|
|
Personnel expense (1) |
|
|
|
|
Transportation and distribution |
|
|
|
|
Advertising and promotion |
|
|
|
|
Depreciation and amortization |
|
|
|
|
Materials and maintenance |
|
|
|
|
Energy |
|
|
|
|
Leases |
|
|
|
|
Other expenses |
|
|
|
|
Total |
|
|
|
|
(1) |
See Note 26 - Employee benefits. |
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Other income by function is detailed as follows:
|
Other incomes by function |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Sales of fixed assets |
|
|
|
|
Rental income |
|
|
|
|
Sale of glass and waste |
|
|
|
|
Insurance claims recovery |
|
|
|
|
Other (1) |
|
|
|
|
Total |
|
|
|
|
(1) |
In 2021 and 2020, corresponds mainly to the effects of the early termination of the license agreement in Argentina of the "Budweiser" brand, signed between Compañía Cervecerías Unidas Argentina S.A. and Anheuser-Busch InBev S.A./N.V. in 2018. See Note 1 – General information, letter D) |
Other gains (losses) items are detailed as follows:
|
Other gain and (loss) |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Results derivative contracts (1) |
( |
|
( |
|
Marketable securities to fair value |
( |
|
( |
|
Increased value (2) |
|
|
|
|
Impairment losses (3) |
( |
|
( |
|
Other |
( |
|
( |
|
Total |
( |
|
( |
|
(1) |
Under this concept there are ThCh$ |
|
(2) |
See Note 1 – General information, letter C) numerals (5) and (16) |
|
(3) |
Corresponds mainly to the impairment of assets reclassified to non-current assets held for sale of the Finca la Celia S.A. subsidiary. |
The financial results composition is detailed as follows:
|
Financial results |
For the years ended as of December 31, |
||
|
2022 |
2021 |
2020 |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Finance income |
|
|
|
|
Finance costs |
( |
( |
( |
|
Foreign currency exchange differences |
( |
( |
|
|
Result as per adjustment units |
|
|
( |
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Current assets are denominated in the following currencies:
|
CURRENT ASSETS |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Current assets |
|
|
|
Cash and cash equivalents |
|
|
|
CLP |
|
|
|
USD |
|
|
|
Euros |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Otras monedas |
|
|
|
Other financial assets |
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
Euros |
|
|
|
PYG |
|
|
|
Others currencies |
|
|
|
Other non-financial assets |
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
Euros |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Others currencies |
|
|
|
Trade and other current receivables |
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
Euros |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Others currencies |
|
|
|
Accounts receivable from related parties |
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
Euros |
|
|
|
PYG |
|
|
|
Inventories |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Others currencies |
|
|
|
Biological assets |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
Current tax assets |
|
|
|
CLP |
|
|
|
USD |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
Non-current assets of disposal groups classified as held for sale |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
Euros |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Others currencies |
|
|
|
Total current assets by currencies |
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Non-Current assets are denominated in the following currencies:
|
NON-CURRENT ASSETS |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Non-current assets |
|
|
|
Other financial assets |
|
|
|
UF |
|
|
|
Trade and other non-current receivables |
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
ARS |
|
|
|
PYG |
|
|
|
Other non-financial assets |
|
|
|
CLP |
|
|
|
USD |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
Accounts receivable from related parties |
|
|
|
CLP |
|
|
|
UF |
|
|
|
Investments accounted for using the equity method |
|
|
|
CLP |
|
|
|
USD |
|
|
|
ARS |
|
|
|
Others currencies |
|
|
|
Intangible assets other than goodwill |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Goodwill |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Property, plant and equipment (net) |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Investment property |
|
|
|
CLP |
|
|
|
ARS |
|
|
|
Right of use assets |
|
|
|
CLP |
|
|
|
UF |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
Deferred tax assets |
|
|
|
CLP |
|
|
|
USD |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
Others currencies |
|
|
|
Current tax assets non-current |
|
|
|
ARS |
|
|
|
Total non-current assets |
|
|
|
|
|
|
|
|
|
|
|
CLP |
|
|
|
UF |
|
|
|
USD |
|
|
|
ARS |
|
|
|
UYU |
|
|
|
PYG |
|
|
|
BOB |
|
|
|
Others currencies |
|
|
|
Total non-current assets by currencies |
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Current liabilities are denominated in the following currencies:
|
CURRENT LIABILITIES |
As of December 31, 2022 |
As of December 31, 2021 |
||
|
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 |
|
|
|
|
|
CLP |
|
|
|
|
|
UF |
|
|
|
|
|
USD |
|
|
|
|
|
Euros |
|
|
|
|
|
ARS |
|
|
|
|
|
BOB |
|
|
|
|
|
Others currencies |
|
|
|
|
|
Current lease liabilities |
|
|
|
|
|
CLP |
|
|
|
|
|
UF |
|
|
|
|
|
USD |
|
|
|
|
|
Euros |
|
|
|
|
|
ARS |
|
|
|
|
|
UYU |
|
|
|
|
|
Trade and other current payables |
|
|
|
|
|
CLP |
|
|
|
|
|
USD |
|
|
|
|
|
Euros |
|
|
|
|
|
ARS |
|
|
|
|
|
UYU |
|
|
|
|
|
PYG |
|
|
|
|
|
BOB |
|
|
|
|
|
Others currencies |
|
|
|
|
|
Accounts payable to related parties |
|
|
|
|
|
CLP |
|
|
|
|
|
USD |
|
|
|
|
|
Euros |
|
|
|
|
|
PYG |
|
|
|
|
|
BOB |
|
|
|
|
|
Others currencies |
|
|
|
|
|
Other current provisions |
|
|
|
|
|
CLP |
|
|
|
|
|
ARS |
|
|
|
|
|
Current tax liabilities |
|
|
|
|
|
CLP |
|
|
|
|
|
ARS |
|
|
|
|
|
UYU |
|
|
|
|
|
PYG |
|
|
|
|
|
Provisions for employee benefits |
|
|
|
|
|
CLP |
|
|
|
|
|
ARS |
|
|
|
|
|
UYU |
|
|
|
|
|
PYG |
|
|
|
|
|
BOB |
|
|
|
|
|
Other non-financial liabilities |
|
|
|
|
|
CLP |
|
|
|
|
|
ARS |
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
UF |
|
|
|
|
|
USD |
|
|
|
|
|
Euros |
|
|
|
|
|
ARS |
|
|
|
|
|
UYU |
|
|
|
|
|
PYG |
|
|
|
|
|
BOB |
|
|
|
|
|
Others currencies |
|
|
|
|
|
Total current liabilities by currency |
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Non-Current liabilities are denominated in the following currencies:
|
NON-CURRENT LIABILITIES |
As of December 31, 2022 |
As of December 31, 2021 |
||||
|
More than 1 year until 3 years |
More than 3 year until 5 years |
Over 5 years |
More than 1 year until 3 years |
More than 3 year until 5 years |
Over 5 years |
|
|
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
ThCh$ |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Other financial liabilities |
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
UF |
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Euros |
|
|
|
|
|
|
|
BOB |
|
|
|
|
|
|
|
Non-current lease liabilities |
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
UF |
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Euros |
|
|
|
|
|
|
|
ARS |
|
|
|
|
|
|
|
UYU |
|
|
|
|
|
|
|
Trade and other non-current payables |
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
UF |
|
|
|
|
|
|
|
Other non- current provisions |
|
|
|
|
|
|
|
ARS |
|
|
|
|
|
|
|
UYU |
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
ARS |
|
|
|
|
|
|
|
UYU |
|
|
|
|
|
|
|
PYG |
|
|
|
|
|
|
|
BOB |
|
|
|
|
|
|
|
Provisions employee benefits |
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
ARS |
|
|
|
|
|
|
|
BOB |
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLP |
|
|
|
|
|
|
|
UF |
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Euros |
|
|
|
|
|
|
|
ARS |
|
|
|
|
|
|
|
UYU |
|
|
|
|
|
|
|
PYG |
|
|
|
|
|
|
|
BOB |
|
|
|
|
|
|
|
Total non-current liabilities by currency |
|
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
Services agreements
The total amount of the Company’s obligations with third parties relating to services agreements that cannot be terminated is detailed as follows:
|
Services agreements not to be terminated |
As of December 31, 2022 |
As of December 31, 2021 |
|
ThCh$ |
ThCh$ |
|
|
Within 1 year |
|
|
|
Between 1 and 5 years |
|
|
|
Over 5 years |
|
|
|
Total |
|
|
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, 2022
is detailed as follows:
|
Purchase and supply agreements |
Purchase and supply agreements |
Purchase and contract related to wine and grape |
|
ThCh$ |
ThCh$ |
|
|
Within 1 year |
|
|
|
Between 1 and 5 years |
|
|
|
Over 5 years |
|
|
|
Total |
|
|
Capital investment commitments
As of
December 31, 2022
the Company had capital investment commitments related to Property, Plant and Equipment and Intangibles (software) for approximately ThCh$
Litigation
The following are the most significant proceedings faced by the Company and its subsidiaries in Chile and abroad, including
all those
present a possible risk of occurrence and causes whose committed amounts, individually, are more than ThCh$ 25,000 in the case of chilean companies and US$ 15,000 for cases of foreign subsidiaries.
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial S tate ments December 31, 2022 |
|
Trials and
clai
m|
Subsidiary |
Court |
Description |
Status |
Estimated accrued loss contingency |
|
Cervecera CCU Chile Ltda. |
ThCh$ |
|||
|
Comercial CCU S.A. |
ThCh$ |
|||
|
Transportes CCU Ltda. |
ThCh$ |
|||
|
Viña San Pedro Tarapacá S.A. |
ThCh$ |
|||
|
Compañía Industrial Cervecera S.A. (CICSA) |
US$ (ThCh$ |
|||
|
|
|
|
|
|
The Company and its subsidiaries have established provisions to allow for such contingencies for ThCh
$ 496,302 and ThCh$ 576,587 as
of December 31, 2022 and 2021, respectively (See).
Note 24 – Other provisions
Tax processes
At the date of issue of these consolidated financial statements, there is no
tax litigation that involves significant .
passive
or taxes in claim different to mentioned in Note 25 – Income Tax
Guarantees
As of
December 31, 2022,
CCU and its subsidiaries have not granted direct guarantees as par
t o
f their usual financing operations. However
, indirect guarantees have been constituted, in the form of stand-by and general security product of financing. The main terms of the indirect guarantees constituted are detailed below:|
- |
The joint venture Central Cervecera de Colombia S.A.S. (CCC) maintains financial debt with local banks in Colombia, guaranteed by the subsidiary CCU Investments II |
|
Institution |
Amount |
Due date |
|
Banco Colpatria |
US$ |
|
|
Banco Colpatria |
US$ |
|
|
Banco Colpatria |
US$ |
|
|
Banco Colpatria |
US$ |
|
|
|
|
|
|
Compañía Cervecerías Unidas S.A. and subsidiaries Notes to the Consolidated Financial Statements December 31, 2022 |
|
|
- |
The indirect associate Bodega San Isidro S.R.L. maintains financial debt with local bank in Peru, which is endorsed by the subsidiary Compañía Pisquera de Chile S.A. through a stand-by letter issued by the Banco del Estado de Chile, this is within the financing policy approved by the Board, and is detailed as follow: |
|
Institution |
Amount |
Due date |
|
Banco Crédito de Perú |
US$ |
|
|
|
|
|
|
- |
Additionally, the Company presents the following guarantees: |
|
a) |
Through private instrument dated May 20, 2021, the Company undertakes to maintain a direct or indirect shareholding that allows it to control its Uruguayan subsidiary Milotur S.A., until whichever happens first of: (i) a period of 3 years from the date of the aforementioned document or (ii) the fulfillment by Milotur S.A. of all its obligations under the credit agreement or agreements that have been signed by it with Citigroup Inc., or one of its agencies, subsidiaries or related companies, for a total amount of up to UYU |
|
b) |
The Company, through a private notarized document dated July 28, 2017, is required to maintain a direct or indirect participation of at least tot al of ThCh $ |
|
|
a) |
The Consolidated Financial Statements of CCU S.A., have been approved by the Board of Directors on April , 2023. |
|
|
b) |
On January 26, 2023, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury announced sanctions against Mr. Horacio Cartes, shareholder, as of that date, of our subsidiaries Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A. (the "Companies in Paraguay"). |
|
|
|
Later, on March 1, 2023, CCU, through CCU Inversiones II SpA., signed a Private Agreement with the then shareholders of the Companies in Paraguay, Mr. Horacio Cartes Jara and Mrs. Sarah Cartes Jara, whereby it was agreed, among others: |
|
|
|
|
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(i) the acquisition of all the shares held by Ms. Sarah Cartes Jara in the Companies in Paraguay, purchase that was executed on March 1, 2023, for a total amount of USD (ii) the acquisition, by a third party unrelated to Mr. Horacio Cartes, of all the shares held by him in the Companies in Paraguay, no later than March 17, 2023 and subject to CCU agreeing with this third party on certain amendments to the shareholders’ agreements currently in place of the Companies in Paraguay. Therefore, and having fulfilled the conditions set forth in the aforementioned Private Agreement, on March 16, 2023, Sudameris Bank S.A.E.C.A. acquired all of Mr. Horacio Cartes Jara's shares in the Companies in Paraguay, signing with CCU the respective Shareholders' Agreements, which include corporate governance clauses and other usual clauses for this type of contract, and a Put and Call Option Agreement with respect to the Companies in Paraguay, options that may be exercised by the parties at the beginning of the year 2024. Consequently, currently the only shareholders of the Companies in Paraguay are CCU, through its subsidiary CCU Inversiones II SpA. and Sudameris Bank S.A.E.A.C. The Companies in Paraguay are controlled by CCU. In relation to the Trade Mark License Agreement and Distribution Agreement of "Heineken" and the Distribution Agreement of "SOL", all dated April 20, 2018, as well as the Distribution Agreement of "Amstel" dated November 1, 2019 and the Distribution Agreement of "Schin" with Bebidas del Paraguay S.A. (collectively the "Heineken Agreements"), on February 7, 2023 Heineken Brouwerijen B.V., in its capacity as licensor, sent Bebidas del Paraguay S.A. a notice granting a term until March 9, 2023 (extended until March 27, 2023) to remedy the breaches of the Heineken Agreements indicated in such notice, after which time the Heineken Agreements shall be deemed to be immediately terminated, and the effects of such termination shall proceed in accordance with the provisions of the Heineken Agreements. On March 16, 2023, Heineken Brouwerijen B.V. sent a notice to Bebidas del Paraguay S.A. informing that the breaches referred to in the February 7, 2023 notice were formally cured. |
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There are no others subsequent events between the closing date and the filing date of these Financial Statements that could significantly affect their interpretation. |