UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 6-K
____________________
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
March 2007
Date of Report (Date of Earliest Event Reported)
____________________
Embotelladora Andina S.A.
(Exact name of registrant as specified in its charter)
Andina Bottling Company, Inc.
(Translation of Registrant´s name into English)
Avenida Andres Bello 2687
Piso 20, Las Condes
Santiago, Chile
(Address of principal executive office)
____________________
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes _______ No ___X____
____________________
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
Consolidated financial statements
December 31, 2006
(Translation of original in Spanish)
CONTENTS
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Ch$
-
Chilean pesos
ThCh$
-
Thousands of Chilean pesos
US$
-
United States dollars
ThUS$
-
Thousands of United States dollars
R$
-
Brazilian Reais
ThR$
-
Thousands of Brazilian reais
A$
-
Argentine pesos
ThA$
-
Thousands of Argentine pesos
UF
-
Unidades de Fomento (Chilean government inflation-indexed monetary units)
€
-
Euro
Th€
-
Thousands of Euro
REPORT OF INDEPENDENT AUDITORS
(Translation of original in Spanish)
Santiago, February 5, 2007
To the Shareholders and Directors
Embotelladora Andina S.A.
We have audited the accompanying consolidated balance sheets of Embotelladora Andina S.A. and its subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of income and of cash flows for the years then ended. These financial statements (including the corresponding notes) are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The analysis of the financial results and relevant facts attached are not part of these financial statements, and therefore this report is not related to them.
We conducted our audits in accordance with auditing standards generally accepted in Chile. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Embotelladora Andina S.A. and its subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in Chile.
/s/ PricewaterhouseCoopers
Juan Carlos Pitta De C.
Id N°: 14.709.125-7
2
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| For the periods ended | |
|
| December 31, | |
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
Cash |
| 16,342,273 | 14,715,194 |
Time deposits |
| 7,173,319 | 26,240,283 |
Marketable securities (net) |
| 26,043,350 | 14,297,351 |
Trade accounts receivable (net) |
| 36,137,487 | 34,925,430 |
Notes receivable (net) |
| 12,464,812 | 11,376,844 |
Other receivables (net) |
| 11,649,352 | 20,192,814 |
Notes and accounts receivable from related companies |
| 2,893,571 | 5,704,490 |
Inventories (net) |
| 22,691,083 | 17,791,297 |
Recoverable Taxes |
| 7,911,516 | 9,985,558 |
Prepaid expenses |
| 1,610,638 | 1,641,415 |
Deferred Income taxes |
| 890,432 | - |
Other current assets |
| 18,316,976 | 8,547,164 |
TOTAL CURRENT ASSETS |
| 164,124,809 | 165,417,840 |
|
|
|
|
Land |
| 14,408,848 | 12,953,451 |
Buildings & improvements |
| 85,054,927 | 81,212,921 |
Machinery and equipment |
| 215,596,412 | 208,593,786 |
Other property, plant & equipment |
| 207,321,528 | 200,677,474 |
Technical reappraisal of property, plant & equipment |
| 2,056,207 | 2,056,333 |
Depreciation |
| (382,395,766) | (363,262,481) |
TOTAL PROPERTY, PLANT & EQUIPMENT |
| 142,042,156 | 142,231,484 |
|
|
|
|
Investments in related companies |
| 22,466,621 | 21,835,178 |
Investments in other companies |
| 55,945 | 55,716 |
Goodwill |
| 67,885,008 | 72,892,395 |
Long-term receivables |
| 51,353 | 112,794 |
Long-term notes and accounts receivable from related companies | 36,176 | 22,964 | |
Long-term Deferred Income Taxes |
| - | 690,704 |
Intangibles |
| 424,935 | 417,648 |
Amortization |
| (257,483) | (238,106) |
Others |
| 116,769,627 | 133,658,022 |
TOTAL OTHER ASSETS |
| 207,432,182 | 229,447,315 |
TOTAL ASSETS |
| 513,599,147 | 537,096,639 |
The accompanying Notes 1 to 41 are an integral part of these consolidated financial statements.
3
|
| For the periods ended | |
|
| December 31, | |
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
Short-term bank liabilities |
| 2,490,011 | 28,521,971 |
Current portion of long-term bank liabilities |
| 438,843 | 494,267 |
Current portion of bonds payable |
| 29,972,480 | 13,971,623 |
Dividends payable |
| 4,712,773 | 4,062,425 |
Accounts payable |
| 42,868,132 | 38,672,141 |
Other creditors |
| 3,176,320 | 2,885,037 |
Notes and accounts payable to related companies |
| 10,813,058 | 8,505,764 |
Provisions |
| 2,885,232 | 644,805 |
Withholdings |
| 19,709,886 | 16,688,275 |
Income taxes payable |
| 4,032,330 | 8,873,924 |
Unearned income |
| 499,547 | 254,439 |
Deferred income taxes |
| - | 726,567 |
Other current liabilities |
| 4,669,336 | 3,080,741 |
TOTAL CURRENT LIABILITIES |
| 126,267,948 | 127,381,979 |
|
|
|
|
Long-term bank liabilities |
| 418,036 | 464,046 |
Bonds payable |
| 76,025,175 | 103,940,040 |
Other creditors |
| 133,287 | 149,660 |
Long-term notes and accounts payable to related companies |
| 3,549,631 | - |
Provisions |
| 17,098,479 | 21,559,300 |
Deferred Income Taxes |
| 4,127,656 | - |
Other long-term liabilities |
| 10,074,713 | 8,386,858 |
TOTAL LONG-TERM LIABILITIES |
| 111,426,977 | 134,499,904 |
|
|
|
|
MINORITY INTEREST |
| 1,170,883 | 1,140,997 |
|
|
|
|
Paid-in capital |
| 202,060,999 | 202,060,999 |
Other reserves |
| 1,750,275 | (205,369) |
Retained earnings |
| 70,922,065 | 72,218,129 |
Accumulated earnings |
| 10,005,036 | 26,887,376 |
Net income for the period |
| 74,355,094 | 57,216,172 |
Interim dividends |
| (13,438,065) | (11,885,419) |
TOTAL SHAREHOLDERS’ EQUITY |
| 274,733,339 | 274,073,759 |
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY |
| 513,599,147 | 537,096,639 |
The accompanying Notes 1 to 41 are an integral part of these consolidated financial statements.
4
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
| For the periods ended | |
|
| December 31, | |
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
Net Sales |
| 546,731,824 | 476,071,741 |
Cost of sales |
| (312,076,970) | (280,982,233) |
Gross Margin |
| 234,654,854 | 195,089,508 |
Administrative and selling expenses |
| (139,458,557) | (115,545,393) |
OPERATING INCOME |
| 95,196,297 | 79,544,115 |
|
|
|
|
|
|
|
|
Financial Income |
| 12,532,277 | 29,120,975 |
Equity in earnings of equity investments |
| 538,036 | 1,160,204 |
Other non-operating income |
| 5,694,480 | 7,466,559 |
Equity in losses of equity investments |
| (187,444) | (374,508) |
Amortization of goodwill |
| (6,502,411) | (6,359,723) |
Financial Expenses |
| (15,372,876) | (21,555,527) |
Other non-operating expenses |
| (7,383,912) | (7,900,633) |
Price level restatement |
| (273,582) | (582,022) |
Foreign exchange gains |
| 3,709,452 | (14,587,122) |
NON OPERATING INCOME AND EXPENSE |
| (7,245,980) | (13,611,797) |
Income before income taxes and extraordinary items |
| 87,950,317 | 65,932,318 |
Income tax expense |
| (13,565,626) | (8,728,572) |
Income before minority interest |
| 74,384,691 | 57,203,746 |
Minority interest |
| (29,597) | 12,426 |
NET INCOME FOR THE PERIOD |
| 74,355,094 | 57,216,172 |
The accompanying Notes 1 to 41 are an integral part of these consolidated financial statements.
5
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
|
| For the periods ended | |
|
| December 31, | |
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
|
Collection of trade receivables |
| 723,574,496 | 691,903,200 |
Financial income received |
| 11,175,459 | 21,674,307 |
Dividend & other distributions received |
| 1,483,972 | 1,431,880 |
Other income received |
| 17,881 | 25,277 |
Payments to suppliers and personnel |
| (491,879,524) | (507,648,179) |
Interest paid |
| (12,734,626) | (20,430,581) |
Income taxes paid |
| (10,837,760) | (5,088,844) |
VAT and other tax payments |
| (93,878,168) | (83,010,536) |
Net cash provided by operating activities |
| 126,921,730 | 98,856,524 |
|
|
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|
|
|
Borrowings |
| 44,470,243 | 55,829,651 |
Dividend distribution |
| (73,683,735) | (74,075,229) |
Loan payments |
| (71,179,126) | (86,348,022) |
Bond payments |
| (11,922,691) | (11,924,675) |
Net Cash used in financing activities |
| (112,315,309) | (116,518,275) |
|
|
|
|
NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES |
|
|
|
Proceeds from sales of property, plant and equipment |
| 2,047,511 | 3,461,644 |
Proceeds from sales of permanent investments |
| 5,117,195 | - |
Proceeds from sales of other investments |
| 37,116,408 | 61,462,432 |
Additions to property, plant & equipment |
| (37,004,369) | (27,970,435) |
Permanent investments |
| - | (326,211) |
Investments in financial instruments |
| (1,294,199) | (25,490,499) |
Net cash provided by investment activities |
| 5,982,546 | 11,136,931 |
|
|
|
|
TOTAL NET CASH FOR THE PERIOD |
| 20,588,967 | (6,524,820) |
EFFECT OF INFLATION ON CASH AND CASH EQUIVALENTS |
| (609,253) | (588,605) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
| 19,979,714 | (7,113,425) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 21,593,034 | 28,706,459 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
| 41,572,748 | 21,593,034 |
The accompanying Notes 1 to 41 are an integral part of these consolidated financial statements.
6
EMBOTELLADORA ANDINA S.A. AND SUBSIDIARIES
RECONCILIATION BETWEEN NET INCOME AND NET CASH FLOWS
PROVIDED BY OPERATING ACTIVITIES
|
| For the periods ended | |
|
| December 31, | |
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
NET INCOME |
| 74,355,094 | 57,216,172 |
|
|
|
|
Gain on sale of property, plant and equipment |
| 2,128,203 | (273,459) |
Gain on sale of investments |
| - | (3,972,048) |
Gain on sale of other assets |
| - | (2,206) |
Income on sale of assets |
| 2,128,203 | (4,247,713) |
|
|
|
|
Depreciation |
| 29,553,886 | 29,646,794 |
Amortization of intangibles |
| 195,779 | 331,208 |
Write-offs and provisions |
| 2,721,336 | 1,663,473 |
Equity in earnings of equity investments |
| (538,036) | (1,160,204) |
Equity in losses of equity investments |
| 187,444 | 374,508 |
Amortization of goodwill |
| 6,502,411 | 6,359,723 |
Foreign exchange gains, net |
| 273,582 | 582,022 |
Other credits to income that do not represent cash flows |
| (3,709,452) | 14,587,122 |
Other charges to income that do not represent cash flows |
| (403,979) | (2,969,786) |
Adjustments to net income that do not represent movements of cash |
| 34,782,971 | 49,414,860 |
|
|
|
|
(Increase) decrease in trade accounts receivable |
| 1,603,558 | (2,478,288) |
(Increase) decrease in inventories |
| (4,700,217) | 2,471,708 |
(Increase) decrease in other assets |
| (15,163,135) | (29,140,854) |
Changes in operating assets |
| (18,259,794) | (29,147,434) |
|
|
|
|
Increase (decrease) in accounts payable related to operating income |
| 9,650,726 | (5,818,346) |
Increase (decrease) in interest payable |
| 9,784,937 | 12,957,404 |
Increase (decrease) in income taxes payable |
| 7,999,829 | 5,764,430 |
Increase (decrease) in other accounts payable related to non-operating income |
| 4,371,477 | 5,510,779 |
Increase (decrease) in Valued Added Tax and other similar items |
| 2,078,690 | 7,218,798 |
Changes in operating liabilities |
| 33,885,659 | 25,633,065 |
|
|
|
|
Minority interest |
| 29,597 | (12,426) |
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
| 126,921,730 | 98,856,524 |
The accompanying Notes 1 to 41 are an integral part of these consolidated financial statements.
7
NOTE 1 - INCORPORATION IN THE SECURITIES REGISTER
Embotelladora Andina S.A. was incorporated in the Securities Register under No. 00124 and, in conformity with Law 18,046. is subject to the supervision of the Chilean Superintendency of Securities and Insurance Companies (the “SVS”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a)
Accounting period
The consolidated financial statements cover the period January 1 to December 31, 2006 and are compared to the same period in 2005.
b)
Basis of preparation
The consolidated financial statements have been prepared in conformity with generally accepted accounting principles issued by the Chilean Institute of Accountants, as well as rules and regulations of the SVS. In the event of discrepancy, the SVS regulations will prevail.
c)
Basis of presentation
For comparison purposes, the figures in the prior-year financial statements have been restated by 2.1% according to CPI and minor reclassifications have been made.
d)
Basis of consolidation
The accompanying financial statements include assets, liabilities, income and cash flows of the Parent Company and its subsidiaries. The equity and income accounts of the Parent Company and its subsidiaries have been combined, eliminating investments and current accounts between consolidated companies, transactions between them and the unrealized income from inter-company transactions.
In addition, for proper presentation of consolidated net income, the participation in income by minority shareholders is shown in the consolidated statements of income under Minority interest.
Holding percentages
The subsidiaries included in the consolidated financial statements and Andina’s direct and indirect holding percentages are as follows:
Company Name | Ownership Interest | |||
| December 31, 2006 | Dec 31, 2005 | ||
| Direct | Indirect | Total | Total |
ABISA CORP S.A. | - | 99.99 | 99.99 | 99.99 |
ANDINA BOTTLING INVESTMENTS S.A. | 99.90 | 0.09 | 99.99 | 99.99 |
ANDINA INVERSIONES SOCIETARIAS S.A. | 99.99 | - | 99.99 | 99.99 |
ANDINA BOTTLING INVESTMENTS DOS S.A. | 99.90 | 0.09 | 99.99 | 99.99 |
EMBOTELLADORA DEL ATLANTICO S.A. | - | 99.96 | 99.96 | 99.96 |
ENVASES MULTIPACK LTDA. | - | - | - | 99.99 |
RIO DE JANEIRO REFRESCOS LTDA. | - | 99.99 | 99.99 | 99.99 |
SERVICIOS MULTIVENDING LTDA. | 99.90 | 0.09 | 99.99 | 99.99 |
TRANSPORTE ANDINA REFRESCOS LTDA. | 99.90 | 0.09 | 99.99 | 99.99 |
VITAL S.A. | - | 99.99 | 99.99 | 99.99 |
RJR INVESTMENTS CORP S.A. | - | 99.99 | 99.99 | 99.99 |
VITAL AGUAS S.A. | 56.50 | - | 56.50 | 56.50 |
e)
Price-level restatement
The financial statements have been restated to reflect the effect of price-level changes on the purchasing power of the Chilean peso during the respective periods. Restatements have been determined on the basis of the percentage variation of the official Chilean Consumer Price Index, “CPI”, issued by the Chilean National Institute of Statistics, which amounted to 2.1% for the period December 1, 2005 to November 30, 2006 (3.6% for the same period of the previous year).
8
f)
Currency translation
Balances in foreign currency are considered as non-monetary items and are translated at the exchange rate prevailing at year-end. UF denominated balances have been restated according to CPI changes or the agreed rate.
Assets and liabilities in foreign currency and Unidades de Fomento have been translated into local currency at the following year-end exchange rates:
|
| 2006 | 2005 |
|
| Ch$ | Ch$ |
Unidades de Fomento | (UF) | 18,336.38 | 17,974.81 |
United States dollars | (US$) | 532.39 | 512.50 |
Argentine pesos | (A$) | 173.87 | 169.03 |
Brazilian Real | (R$) | 249.01 | 222.37 |
Euro | (€$) | 702.08 | 606.08 |
g)
Marketable securities
Marketable securities include investments in mutual funds and investment fund shares, valued at the redemption value for each year end.
Investments in bonds with a pre-established value are valued at the adjusted cost, plus accrued interest.
h)
Inventories
The cost of raw materials includes all disbursements made in the acquisition process and deemed necessary for them to be readily available at the Company’s or it’s subsidiaries’ warehouse. The costs of finished products include all manufacturing costs. Raw materials and finished products are valued at the average weighted cost.
Provisions are made for obsolescence on the basis of turnover of raw materials and finished products.
The stated values of inventories do not exceed their estimated net realizable value.
i)
Allowance for doubtful accounts
The allowance for doubtful accounts consists of a general provision determined on the basis of the aging of debts and on a case-by-case analysis where collection is doubtful. In the opinion of the Company’s management, the allowances are reasonable and the net balances are recoverable.
j)
Operations with sale-back agreements
The purchases of financial instruments with sale back agreements are recorded at cost of acquisition and are presented under Other Current Assets. The implied interest is registered as financial income over the accrued basis by the straight-line method.
k)
Property, plant and equipment
For companies incorporated in Chile, Property, plant and equipment is carried at restated cost plus price-level restatements. For companies incorporated abroad it has been restated in terms of the variation of the U.S. dollar according to the details described in Note 2 n). Technical reappraisal of property, plant and equipment, authorized by the SVS on December 31, 1979, is shown at restated value under the heading “Technical reappraisal of property, plant and equipment”.
Fixed assets to be disposed of for sale are valued at the lower of the net realizable value and book value. Unrealized losses are reflected in the consolidated statement of income under Other non-operating expenses.
l)
Depreciation
Depreciation of property, plant and equipment is determined by the straight-line method based on the estimated useful lives of the revalued assets.
9
m)
Containers
Inventories of containers, bottles and plastic containers at plants, warehouses, and with third parties are stated at cost plus price-level restatements and are included in Other property, plant and equipment. Broken or damaged containers at plants and warehouses are expensed in each accounting period.
n)
Investments in related companies
Investments in shares or rights in companies in which the Company has a significant holding in the investee are accounted for using the equity method. The Company’s proportionate share of net income and losses of related companies is recognized in the consolidated statements of income, after eliminating any unrealized profits or losses from transactions between related companies.
Investments in foreign companies are valued in conformity with Technical Bulletin No. 64 issued by the Chilean Institute of Accountants. The United States (“US”) dollar is the currency used to control investments and to translate financial statements of foreign companies. Assets and liabilities from these investments are translated into Chilean pesos at year end exchange rate, except that non-monetary assets and liabilities and shareholders’ equity are first expressed at their equivalent value in historical US dollars. Income and expense items are first translated into US dollars at the average exchange rate during the month.
o)
Intangibles
Intangibles include franchise rights and licenses that are amortized over the terms of the contracts, not in excess of 20 years.
p)
Goodwill
Goodwill represents the difference between purchase cost of the shares acquired and the proportional equity value of investment on the purchase date. These differences are amortized based on the expected period of return of the investment, estimated at 20 years.
q)
Bonds payable
Bonds payable includes the placement of Yankee Bonds on the US markets and placement of bonds in UF in Chile, which are carried at the issue rate. The difference in valuation as compared to the effective placement rate is recorded as a deferred asset. This asset is amortized using the straight-line method over the term of the respective obligations.
r)
Income taxes and deferred income taxes
The companies have recognized its current tax obligations in conformity with current legislation. The effects of deferred income taxes arising from temporary differences between the basis of assets and liabilities for tax and financial statement purposes are recorded on the basis of the enacted tax rate that will be in effect at the estimated date of reversal, in conformity with Technical Bulletin No. 60 issued by the Chilean Institute of Accountants. The effects of deferred income taxes existing at the time of the enforcement of the aforesaid Bulletin, i.e. January 1, 2000, and not previously recognized, are recorded as gain or loss according to their estimated reversal period.
s)
Staff severance indemnities
The Company has recorded a liability for long-term service indemnities in accordance with the collective agreements entered into with its employees. The provision is stated at present value of the projected cost of the benefit, which is discounted at a 7.0% annual rate and a capitalization period using the staff’s expected length of service to their retirement date.
Since the year 2005, the Company maintains a withholding plan for some officers. A liability is recorded according to the guidelines of this plan. The plan entitles certain officers of the Company to receive a fixed payment in cash at a predetermined date once he has fulfilled years of service.
t)
Deposits for containers
Corresponds to the liabilities constituted by cash guarantees received from clients for lending bottles to them.
For those loans for placement subsequent to January 31, 2001, an expiration date of five years as from the invoice date was established. In the event the client has not returned all or a portion of the containers and/or cases, the Company may, without delay, enforce the guarantee, in whole or in part, in cash and record that effect in operating income of the Company.
10
This liability is presented in Other long-term liabilities, considering that the number of new containers in circulation in the market during the year is historically greater than the number of containers returned by clients during the same period.
u)
Revenue recognition
Given the nature of its operations, the Company records revenue based on the physical delivery of finished products to its clients, based on the realization principle and in accordance with Technical Bulletin No. 70 issued by the Chilean Institute of Accountants.
v)
Derivative contracts
Derivative contracts include forward and swap currency contracts used to cover the risk of exposure to exchange rate differences as follows:
These hedge instruments are recorded at their market values for existing items. Unrealized losses are recognized as a charge to income and gains are deferred and included in Other liabilities (current or long-term), depending on whether the difference is a loss or gain. In the case that the hedge instruments are not totally efficient, the impact is recognized as an income charge or credit.
Hedge contracts for forecasted transactions are recorded at market value and their changes in value are accounted for as unrealized gains or losses. Upon contract expiration, the deferred gains and losses are recorded in income.
w)
Computer software
Software currently in use corresponds to computer packages purchased from third parties, and programs developed internally. Software purchased from third parties is capitalized and amortized over a maximum period of four years. Disbursements incurred for internally developed programs are expensed.
x)
Research and development costs
Costs incurred by the Company in research and development are immaterial given the nature of the business and the strong support from The Coca-Cola Company to its bottlers.
y)
Consolidated statement of cash flows
For purposes of preparation of the statement of cash flows, in accordance with Technical Bulletin N°50 of the Chilean Institute of Accountants and circular N°1,501 of the Superintendencia de Valores y Seguros (Chilean Superintency of Securities and Insurance) the Company has considered cash equivalent to be investments in fixed-income, mutual funds, time deposits and operations with sale-back agreements maturing within 90 days and repurchase agreements maturing within 90 days.
Cash flows from operating activities include all business-related cash flows as well as interest paid, financial income and, in general, all cash flows not defined as from financial or investment activities. The operating concept used for this statement is broader than that in the statement of income.
NOTE 3 - ACCOUNTING CHANGES
There are no changes in the application of generally accepted accounting principles in Chile in relation to the previous year that could significantly affect the comparability of these financial statements.
11
NOTE 4 - MARKETABLE SECURITIES
The composition of the balance at December 31, 2006, was as follows:
Type of Instrument | Accounting value for the periods ended December 31, | |
| 2006 | 2005 |
| ThCh$ | ThCh$ |
Bonds | 5,630,369 | 11,971,678 |
Mutual funds | 5,663,359 | - |
Investment funds | 14,749,622 | 2,325,673 |
Total Marketable Securities | 26,043,350 | 14,297,351 |
Fixed Income | Date | Par Value | Accounting value | Market Value | Provision | ||
| Purchase | Maturity | Amount | Rate | |||
|
|
|
| ThCh$ | % | ThCh$ |
|
SUDAMERICANO | 6-Sep-05 | 15-Mar-07 | 1,777,665 | 1,777,665 | 7.60 | 1,783,548 | - |
SUDAMERICANO | 30-Nov-04 | 15-Mar-07 | 2,725,505 | 2,725,505 | 7.60 | 2,734,556 | - |
PETROLEOS MEXICANOS S.A. | 13-Sep-04 | 15-Sep-07 | 1,127,199 | 1,127,199 | 8.85 | 1,163,472 | - |
Investment Funds | Balance as of December 31, 2006 |
| ThCh$ |
Fondo Mutuo BBVA | 4,207,825 |
Fondo Mutuo Larrain Vial | 1,452,660 |
Fondo Mutuo Wachovia Securities | 2,874 |
Balance Mutual Funds | 5,663,359 |
|
|
Citi Institud Liquid Reserves Limited | 14,749,622 |
Balance Investment Funds | 14,749,622 |
12
NOTE 5 - SHORT-AND LONG-TERM RECEIVABLES
Almost all of said accounts correspond to the soft drinks category. As of December 31, 2005, the balance of other accounts receivable mainly correspond to prepayment to our sugar suppliers.
| Current | Long Term | |||||||
| Up to 90 days | More than 90 days up to 1 year | Subtotal | Total Current (net) | |||||
| Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
Trade receivables | 36,324,858 | 33,642,709 | 843,268 | 1,282,721 | 37,168,126 | 36,137,487 | 34,925,430 |
|
|
Allowance for doubtful accounts |
|
|
|
| ( 1,030,639) |
|
|
|
|
Notes receivable | 12,500,231 | 11,119,879 | 424,649 | 256,965 | 12,924,880 | 12,464,812 | 11,376,844 |
|
|
Allowance for doubtful accounts |
|
|
|
| ( 460,068) |
|
|
|
|
Other receivables | 11,240,398 | 20,013,152 | 462,521 | 179,662 | 11,702,919 | 11,649,352 | 20,192,814 | 51,353 | 112,794 |
Allowance for doubtful accounts |
|
|
|
| ( 53,567) |
|
|
|
|
|
|
|
|
|
| Total long term receivables | 51,353 | 112,794 |
NOTE 6 - BALANCES AND TRANSACTIONS WITH RELATED COMPANIES
Receivable and payable balances with related companies correspond to the following concepts:
1) Notes and accounts receivable.
Embonor S.A.: Sale of products
Embotelladora Coca-Cola Polar S.A.: Sale of products
Coca-Cola de Chile S.A.: Advertising agreements
Centralli Refrigerantes S.A.: Sale of products
Company | Short Term | Long Term | ||
| December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
COCA-COLA DE CHILE S.A. | 1,516,466 | 571,581 | 36,176 | 22,964 |
EMBONOR S.A. | 836,682 | 3,103,242 | - | - |
EMBOTELLADORA COCA-COLA POLAR S.A. | 540,423 | 2,005,727 | - | - |
CENTRALLI REFRIGERANTES S.A. | - | 23,940 | - | - |
| 2,893,571 | 5,704,490 | 36,176 | 22,964 |
13
2) Notes and accounts payable:
Recofarma Industrias Do Amazonas Ltda.: Concentrate purchases
Envases CMF S.A.: Raw material purchases
Servicios y Productos para Bebidas Refrescantes: Concentrate purchases
Envases Central S.A.: Net balance corresponds to raw materials and finished products transactions.
Envases del Pacífico S.A.: Raw material purchases
Cican S.A.: Net balance corresponds to raw materials and finished products transactions.
Embonor S.A. and Embotelladora Coca-Cola Polar S.A.: Corresponds to unearned income due to commitments of sale of products of Vital Aguas S.A. to those companies, which will be realized in accordance with future deliveries.
Company | Short Term | Long Term | ||
| Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
RECOFARMA INDUSTRIAS DO AMAZONAS LTDA. | 4,512,543 | 2,473,347 | - | - |
ENVASES CMF S. A. | 3,245,450 | 3,915,421 | - | - |
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES | 1,989,271 | 914,100 | - | - |
ENVASES CENTRAL S. A. | 697,582 | 861,705 | - | - |
CICAN S.A. | 299,102 | 45,132 | - | - |
ENVASES DEL PACIFICO S. A. | 69,110 | 296,059 | - | - |
EMBONOR S.A. | - | - | 2,826,181 | - |
EMBOTELLADORA COCA-COLA POLAR S.A. | - | - | 723,450 | - |
TOTAL | 10,813,058 | 8,505,764 | 3,549,631 | - |
3) Transactions with related companies that exceed ThCh$200,000 were as follows
Company | Relation | Transaction | December 31, 2006 | December 31, 2005 | ||
|
|
| Effect on Income | Effect on Income | ||
|
|
| Amount | (charge) credit | Amount | (charge) credit |
|
|
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
ENVASES CENTRAL S.A. | Equity investee | Sales of raw materials and supplies | 1,472,017 | - | 1,023,801 | - |
- | - | Finished product purchases | 15,339,206 | - | 14,080,772 | - |
COCA-COLA DE CHILE S.A. | Shareholder Related | Concentrate purchases | 40,624,461 | - | 41,695,481 | - |
- | - | Payment of advertising participation | 1,817,637 | (1,817,637) | 2,905,918 | (2,905,918) |
- | - | Water source rental | 1,345,582 | (1,345,582) | 1,537,281 | (1,537,281) |
- | - | Sales of advertisement | 2,706,709 | - | 3,257,907 | - |
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES | Shareholder Related | Concentrate purchases | 22,695,763 | - | 20,516,311 | - |
ENVASES DEL PACIFICO S.A. | Director in Common | Purchase of raw materials | 426,042 | - | 796,743 | - |
RECOFARMA INDUSTRIAS DO | Shareholder Related | Concentrate purchases | 40,784,146 | - | 30,157,643 | - |
AMAZONAS LTDA. | - | Reimbursements and other purchases | 539,988 | 539,998 | 435,160 | 435,160 |
- | - | Advertising participation payment | 3,210,233 | 3,210,233 | 3,194,094 | 3,194,094 |
ENVASES CMF S.A. | Equity investee | Purchase of containers | 16,467,180 | - | 16,237,818 | - |
- | - | Dividends payment | 1,480,136 | - | 1,274,208 | - |
EMBONOR S.A. | Shareholder Related | Subsidiary sale of shares | - | - | 3,103,242 | 2,413,249 |
| - | Sale of finisished products | 6,941,530 | 2,510,855 | - | - |
EMBOTELLADORA COCA COLA POLAR S.A. | Shareholder Related | Subsidiary sale of shares | - | - | 2,005,727 | 1,558,799 |
| - | Sale of finished products | 4,315,718 | 1,534,016 | - | - |
INVERSIONES CABURGA S.A. | Shareholder | Sale of real estate property | - | - | 1,045,276 | - |
IANSAGRO S.A. | Director in Common | Purchase of sugar | 9,796,298 | - | 12,437,373 | - |
CICAN S.A. | Shareholder Related | Purchase of finished products | 1,276,044 | - | 214,156 | - |
VENDOMATICA S.A. | Director related company | Sale of finished products | 1,442,931 | 245,298 | 1,142,310 | 194,193 |
BBVA ADMINISTRADORA GENERAL DE FONDOS S.A. | Director related company | Investment in mutual funds | 79,154,000 | - | - | - |
- | - | Withdrawal of mutual fund | 70,998,000 | - | - | - |
14
4) Other transactions
Within the due course of operations, the Company executed with IANSAGRO S.A. sugar future supply agreements to cover sugar needs for the next two and one-half years approximately.
NOTE 7 - INVENTORIES
Inventories at each year end consisted of the following:
| December 31, 2006 |
| December 31, 2005 | ||||
| Gross | Obsolescence | Net |
| Gross | Obsolescence | Net |
| value | provision | Value |
| value | provision | Value |
| ThCh$ | ThCh$ | ThCh$ |
| ThCh$ | ThCh$ | ThCh$ |
Finished products | 10,841,490 | (368,640) | 10,472,850 |
| 8,442,282 | (55,874) | 8,386,408 |
Raw Materials | 10,274,661 | (167,834) | 10,106,827 |
| 8,435,888 | (97,904) | 8,337,984 |
Raw Materials in Transit | 1,420,304 | - | 1,420,304 |
| 924,879 | - | 924,879 |
Products in process | 691,102 | - | 691,102 |
| 142,026 | - | 142,026 |
Total | 23,227,557 | (536,474) | 22,691,083 |
| 17,945,075 | (153,778) | 17,791,297 |
NOTE 8 - INCOME TAXES AND DEFERRED INCOME TAXES
a)
At period end 2006 and 2005, the Company does not present taxable profit or non-taxable profit funds.
(Short-term and long-term assets and liabilities must be netted out to conform the general balance sheet on deferred taxes).
b)
Deferred income taxes at each year-end were as follows:
| December 31, 2006 | December 31, 2005 | ||||||
| Assets | Liabilities | Assets | Liabilities | ||||
| Short Term | Long Term | Short Term | Long Term | Short Term | Long Term | Short Term | Long Term |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
Temporary Differences |
|
|
|
|
|
|
|
|
Allowance for doubtful accounts | 211,753 | 38,868 | - | - | 240,090 | 95,419 | - | - |
Vacation provision | 188,582 | - | - | - | 159,313 | - | - | - |
Production expenses | 8,876 | - | - | - | 5,611 | - | - | - |
Depreciation of property, plant & equipment | - | 466 | 117,444 | 4,086,591 | - | - | 122,967 | 4,208,541 |
Severance indemnities | 91,148 | 6,629 | 33,560 | 219,527 | 40,383 | - | 39,233 | 271,456 |
Other events | 1,287,863 | 613,970 | - | - | 915,391 | 1,754,892 | - | 84,733 |
Provision for assets write off | 327,430 | 1,152,521 | - | - | 136,897 | 846,366 | - | - |
Provision for labor & commercial lawsuits | - | 1,256,687 | - | - | - | 4,298,294 | - | - |
Tax loss carry-forwards | 2,123,839 | 3,817,479 | - | - | 1,008,525 | 9,036,649 | - | - |
Guarantee deposit | - | - | - | 2,246,257 | - | - | - | 2,673,313 |
Local bond issue expenses | - | - | - | 156,020 | - | - | - | 211,733 |
Contingency allowance | - | 213,277 | - | - | - | 1,752,262 | - | - |
Social contributions | 764,582 | 1,255,356 | - | - | 363,069 | 2,167,977 | - | - |
Accrued interests abroad | - | - | 3,962,637 | - | - | - | 3,433,646 | - |
Exchange rate difference | - | - | - | 8,578,522 | - | - | - | - |
Others |
|
|
|
|
|
|
|
|
Complementary accounts, net of amortization | - | - | - | (2,804,008) | - | (3,997,073) | - | (3,158,229) |
Valuation allowance | - | - | - | - | - | (10,972,535) | - | - |
Total | 5,004,073 | 8,355,253 | 4,113,641 | 12,482,909 | 2,869,279 | 4,982,251 | 3,595,846 | 4,291,547 |
15
c)
Income tax expense for each year was as follows:
| December 31, 2006 | December 31, 2005 |
| ThCh$ | ThCh$ |
Current tax expense (tax allowance) | (9,571,745) | (9,148,881) |
Tax expense adjustment (previous period) | (115,569) | (160,055) |
Deferred income tax expense/effect over assets or liabilities | (18,599,927) | (3,017,587) |
Amortization of deferred income tax asset and liability complementary accounts | 3,744,535 | (960,680) |
Deferred income tax expense/effect over assets or liabilities due to changes in the valuation allowance | 11,163,934 | 4,718,154 |
Other charges or credits | (186,854) | (159,523) |
Total | (13,565,626) | (8,728,572) |
NOTE 9 - SHORT AND LONG-TERM LEASING AGREEMENTS AND LEASING ASSETS
Not applicable.
NOTE 10 - OTHER CURRENT ASSETS
Other current assets for each year was as follows:
| December 31, 2006 | December 31, 2005 |
| ThCh$ | ThCh$ |
Cross currency swap effects | 12,056,881 | 1,661,607 |
Supplies | 3,056,325 | 4,986,862 |
Accrued interest on long-term bonds | 1,584,241 | 1,697,657 |
Sale-back agreement investments | 970,304 | - |
Wachovia Investment Fund (restricted) | 254,689 | - |
Others | 394,536 | 201,038 |
Total | 18,316,976 | 8,547,164 |
NOTE 11 - REPURCHASE / RESALE AGREEMENTS
The composition of the balance at December 31, 2006, was as follows:
Dates | Counterparty | Currency | Subscription | Rate | Final | Instrument Id. | Market Value | |
Start | Expiration |
|
| Value | % | Value |
|
|
|
|
|
| ThCh$ |
| ThCh$ |
|
|
29-Dec-06 | 3-Jan-07 | SANTANDER SANTIAGO | Ch$ | 400,000 | 0,47% | 400,313 | D$SAN 051207 | 400,000 |
29-Dec-06 | 4-Jan-07 | SANTANDER SANTIAGO | Ch$ | 300,000 | 0,47% | 300,282 | D$SAN 191207 | 300,000 |
29-Dec-06 | 4-Jan-07 | SANTANDER SANTIAGO | Ch$ | 270,000 | 0,47% | 270,254 | D$SAN 191207 | 270,000 |
NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist principally of land, buildings, improvements and machinery. Machinery and equipment included production lines and supporting equipment; sugar processing and liquefaction equipment; transportation machinery; and computer equipment. The Company has purchased insurance to cover its fixed assets and inventories. These assets are distributed as follows:
Chile
:
Santiago, Renca, Rancagua, San Antonio and Rengo
Argentina
:
Buenos Aires, Mendoza, Cordoba, and Rosario
Brazil
:
Rio de Janeiro, Niteroi, Campos, Cabo Frío, Nova Iguazú, Espirito Santo and Vitoria.
16
As of December 31, 2006, the Company and its subsidiaries have adjusted property, plant and equipment that management deems will remain inactive for an indefinite amount of time, to its estimated value of realization. Said adjustments are recorded under Other Non-Operating Expenses. The restated values are as follows:
| ThCh$ |
Computer software (Other property plant and equipment) | 2,291,110 |
Riles plant (Machinery and equipment) | 1,089,213 |
Pallet (Other property, plant and equipment) | 334,656 |
TOTAL | 3,714,979 |
a) Principal components of property, plant and equipment at each year end are as follows:
| Balances at December 31, 2006 | Balances at December 31, 2005 | ||||
| Assets | Accumulated Depreciation | Net property, plant & equipment | Assets | Accumulated Depreciation | Net property, plant & equipment |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
Land | 14,408,848 | - | 14,408,848 | 12,953,451 | - | 12,953,451 |
Buildings and improvements | 85,054,927 | (33,251,580) | 51,803,347 | 81,212,921 | (32,120,328) | 49,092,593 |
Machinery and equipment | 215,596,412 | (172,928,009) | 42,668,403 | 208,593,786 | (159,733,334) | 48,860,452 |
Other property, plant and equipment | 207,321,528 | (175,592,947) | 31,728,581 | 200,677,474 | (170,790,787) | 29,886,687 |
Technical reappraisal of property, plant & equipment | 2,056,207 | (623,230) | 1,432,977 | 2,056,333 | (618,032) | 1,438,301 |
Total | 524,437,922 | (382,395,766) | 142,042,156 | 505,493,965 | (363,262,481) | 142,231,484 |
b) Other property, plant and equipment at each year end were as follows:
| Balances at December 31, | |
| 2006 | 2005 |
| ThCh$ | ThCh$ |
Containers | 117,981,015 | 111,309,459 |
Refrigerating equipment, promotional items and other minor assets | 54,043,340 | 55,149,901 |
Furniture and tools | 7,413,454 | 4,021,458 |
Other | 27,883,719 | 30,196,656 |
Total other property, plant and equipment | 207,321,528 | 200,677,474 |
c) Gain on Technical reappraisal of property, plant and equipment at each year end was as follows:
| Balances at December 31, | Balances at December 31, | ||||
| Assets | Accumulated Depreciation | Net property, plant & equipment | Assets | Accumulated Depreciation | Net property, plant & equipment |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
Land | 1,373,165 | - | 1,373,165 | 1,373,165 | - | 1,373,165 |
Buildings and improvements | 192,242 | (134,404) | 57,838 | 192,304 | (129,856) | 62,448 |
Machinery and equipment | 490,800 | (488,826) | 1,974 | 490,864 | (488,176) | 2,688 |
Total | 2,056,207 | (623,230) | 1,432,977 | 2,056,333 | (618,032) | 1,438,301 |
d) Depreciation for the period
Depreciation charges for the period amounted to ThCh$ 29,553,886 (ThCh$29,646,794 in 2005) of which ThCh$ 21,467,993 (ThCh$23,359,540 in 2005) are included under Operating Costs and ThCh$ 8,085,893 (ThCh$6,287,254 in 2005) under Sales and Administrative Expenses in the income statement.
17
NOTE 13 - SALES TRANSACTIONS UNDER LEASEBACK AGREEMENTS
The Company had no agreements of this type.
NOTE 14 - INVESTMENT IN RELATED COMPANIES
1.
Investment in related companies and the corresponding direct shareholding in equity, as well as the recognition of unrealized income at year end of the respective years, are shown in the table attached.
The main changes occurred in the reported periods are described below:
By a public deed dated June 5, 2006, the company Andina Inversiones Societarias S.A. was divided, creating a new company, “Andina Inversiones Societarias Dos S.A.”. with the same shareholders and the same ownership interest as in the first one, with a capital of ThCh$24,405,291 and that corresponds to the investment in Envases Multipack Ltda. The financial impact of this division is recorded beginning January 1, 2006.
By a public deed dated August 31, 2006 Andina Inversiones Societarias Dos S.A. changed its corporate name to Andina Inversiones Societarias Dos Ltda. (thus becoming a limited responsibility corporation).
On November 15, 2006 Embotelladora Andina S.A. acquired 0.0001% of the social rights of Andina Inversiones Societarias Dos Ltda., consequently the company has been completely merged into Embotelladora Andina since 100% ownership interest is now held by Embotelladora Andina. Likewise, Envases Multipack Ltda. is now fully merged into Embotelladora Andina since it originally held 5% and Andina Inversiones Societarias Dos Ltda. held the remaining 95%.
Centralli Refrigerantes S.A. records a negative equity, which has been provisioned accordingly.
The investments in Kaik Partipacoes Ltda. (Brazil) and in Cican S.A. (Argentina), where Embotelladora Andina S.A. holds an indirect ownership of 11.32% and 15.2% respectively, have been valued according to the equity method, because we have presence in both companies through a Director, who participates in the procedures for setting policies, operating and financial decisions in accordance with the ownership structure of both companies, which are exclusively owned by Coca-Cola bottlers in Brazil and Argentina, respectively.
The investment in Envases Central S.A. is presented with a 48% reduction (the percentage share on the date of transaction) of the earnings generated during the sale to Envases Central during December 1996 for property located in Renca, because this transaction represents unrealized income for Embotelladora Andina S.A. The amount of the reduction is reflected in the following chart. This transaction will be realized once the property is transferred to a third party different from the group.
The investment in Envases CMF S.A. is presented with a 50% reduction of the earnings generated during the sale of machinery and equipment of our subsidiary Envases Multipack S.A. which took place in June, 2001, and will be recorded under Results during the remaining useful life period of the goods sold to Envases CMF S.A.
On December 22, 2005 the production and packaging business of waters, juices and non-carbonated beverages licensed by The Coca-Cola Company (“TCCC”) in Chile was restructured. Vital Aguas S.A. is created with the purpose of developing the de process, production and packaging business of Vital de Chanqueahue Mineral Water and other water and products according to the terms of the contracts and authorizations agreed upon by Vital Aguas S.A. and TCCC. Accordingly, Embotelladora Andina S.A., Embonor S.A. and Embotelladora Coca-Cola Polar S.A. have taken an interest of 56.5%, 26.4% and 17.1%, respectively, in Vital Aguas S.A. Consequently, Vital S.A. will focus on juices and non-carbonated beverages.
The equity interests of Embonor S.A. and Embotelladora Coca-Cola Polar in Vital Aguas S.A. were acquired by purchase from Embotelladora Andina S.A. and its subsidiary, Andina Inversiones Societarias S.A., at the prices equivalent to 169,306 Unidades de Fomento and 109,428 Unidades de Fomento, respectively, generating earnings of ThCh$3,890,351 (historical Chilean pesos) (215,919 Unidades de Fomento), as of December 31, 2005.
Unrealized income corresponds to transactions between subsidiaries and/or the parent company that have been deducted or added to the category of the originating asset with the following effect on income of the subsidiaries:
|
| 2006 | 2005 |
|
| ThCh$ | ThCh$ |
Envases CMF S.A. | Purchase of containers | (1,054,985) | (1,370,631) |
Envases Central S.A. | Purchase of finished products | (4,947) | (15,714) |
18
2.
No liabilities have been designated as hedging instruments for investments abroad.
3.
Income likely to be remitted by subsidiaries abroad amounts to US$218 million.
Investments in related companies and the related direct participation in equity and unrealized results at each year end were as follows.
|
|
|
| Ownership Interest | Equity of companies | Income (loss) for the period | Accrued income | Participation in net income (loss) | Unrealized income (loss) | Book value of investment | |||||||
Company | Country | Functional Currency | Number of Shares | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 | Dec 31, 2006 | Dec 31, 2005 |
|
|
|
| % | % | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
ENVASES CMF S.A. | Chile | Ch$ | 28,000 | 50.0000 | 50.0000 | 37,568,868 | 37,085,196 | 3,443,944 | 2,951,599 | 379,530 | 278,713 | 18,784,434 | 18,542,598 | 1,054,985 | 1,127,742 | 17,729,449 | 17,414,856 |
ENVASES CENTRAL S.A. | Chile | Ch$ | 1,499,398 | 49.9100 | 49.9100 | 4,452,959 | 4,488,093 | (35,135) | (718,882) | (22,483) | (374,508) | 2,222,472 | 2,240,008 | 224,997 | 224,997 | 1,997,475 | 2,015,011 |
KAIK PARTIPACOES | Brazil | US$ | 16,098,919 | 11.3197 | 11.3197 | 13,730,352 | 11,739,305 | 603,181 | 4,365,026 | 68,278 | 494,108 | 1,554,235 | 1,328,854 | - | - | 1,554,235 | 1,328,854 |
CICAN S.A. | Argentina | US$ | 3,040 | 15.2000 | 15.2000 | 7,799,090 | 7,081,952 | 593,604 | 2,548,579 | 90,228 | 387,384 | 1,185,462 | 1,076,457 | - | - | 1,185,462 | 1,076,457 |
TOTAL |
|
|
|
|
|
|
|
|
|
|
| 23,746,603 | 23,187,917 | 1,279,982 | 1,352,739 | 22,466,621 | 21,835,178 |
NOTE 15 - INVESTMENTS IN OTHER COMPANIES
In accordance with Circular 1501, no information was reported since this balance represents less than 10% of Other assets.
NOTE 16 – GOODWILL AND NEGATIVE GOODWILL
Goodwill at each year end and the amortization during each year were as follows:
| December 31, 2006 | December 31, 2005 | ||
| Amortization during the period | Goodwill balance | Amortization during the period | Goodwill balance |
Company | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
|
|
|
|
|
RIO DE JANEIRO REFRESCOS LTDA. | 3,581,300 | 41,513,689 | 3,486,432 | 44,090,860 |
EMBOTELLADORA DEL ATLANTICO S.A. | 2,789,230 | 25,843,794 |
2,741,411 | 28,142,128 |
VITAL S. A. | 131,881 | 527,525 |
131,880 | 659,407 |
TOTAL | 6,502,411 | 67,885,008 |
6,359,723 | 72,892,395 |
NOTE 17 - INTANGIBLES
In accordance with Circular 1501, no information was reported since the balance represents less than 10% of Other assets.
19
NOTE 18 - OTHER LONG TERM ASSETS
Other long term assets at each year end were as follows:
| December 31, | |
| 2006 | 2005 |
| ThCh$ | ThCh$ |
Bonds |
|
|
Celulosa Arauco S.A. | 12,136,561 | 11,912,159 |
Enap S.A. | 9,417,191 | 9,361,515 |
Endesa S.A. | 8,050,627 | 7,969,998 |
Chile Soberano | 7,631,387 | 7,529,474 |
Petróleos Mexicanos S.A. | 6,279,411 | 7,434,144 |
Compañía Manufacturera de Papeles y Cartones S.A. | 7,373,046 | 7,234,421 |
Teléfonos de México S.A. | 7,119,462 | 6,996,256 |
Codelco S.A. | 5,420,293 | 5,376,097 |
México Soberano | 4,943,205 | 4,895,099 |
Banco Scotiabank Sud Americano | - | 4,396,168 |
Federal Home Loan Bank (FHLB) | 2,667,820 | 2,623,096 |
Brasil Telecom S.A. | 2,119,838 | 2,141,906 |
Raytheon Company | 2,161,972 | 2,129,523 |
International Paper Company | 2,129,560 | 2,093,050 |
Altria Group | 1,216,801 | 1,210,115 |
United States Treasury Notes | 1,106,877 | - |
Alcoa Inc. | 1,085,401 | 1,069,801 |
|
|
|
CLN Endesa -Deutsche Bank A.G. | 5,494,271 | 5,232,625 |
CLN GMAC - Deutsche Bank A.G. | - | 1,695,371 |
CLN Ford-Deutsche Bank A.G. | - | 1,569,788 |
|
|
|
Cross Currency Swap | 14,776,849 | 27,889,635 |
Judicial Deposits (Brazil) | 4,985,594 | 4,237,993 |
Issuance Bond Placement | 2,989,778 | 3,345,764 |
Prepaid expenses | 1,980,457 | 1,733,109 |
Spare parts | 1,819,563 | 992,751 |
Recoverable taxes | 1,443,746 | 1,235,704 |
Non operating assets | 492,979 | 929,909 |
Others | 1,926,938 | 422,551 |
|
|
|
Total | 116,769,627 | 133,658,022 |
20
NOTE 19 - SHORT-TERM BANK LIABILITIES
Short- term bank liabilities were as follows:
| Currency or Indexation Adjustment |
|
| |||||
| US Dollars | Other foreign currencies | Non-indexed Ch$ | TOTAL | ||||
Bank or Financial Institution | December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
|
| ThCh$ | ThCh$ |
DEXIA BANK BELGIUM | - | 21,452,597 | - | - | - | - | - | 21,452,597 |
BANCO RIO | - | - | - | 2,809,593 | - | - | - | 2,809,593 |
BANCO BBVA FRANCES | - | - | - | 1,872,639 | - | - | - | 1,872,639 |
BANCO CHILE | - | - | - | - | - | 1,456,308 | - | 1,456,308 |
BANCO HSBC ROBERTS | - | - | - | 930,834 | - | - | - | 930,834 |
BANCO DO BRASIL | - | - | 2,490,000 | - | - | - | 2,490,000 | - |
CITIBANK N.A. | - | - | - | - | 11 | - | 11 | - |
TOTALES | - | 21,452,597 | 2,490,000 | 5,613,066 | 11 | 1,456,308 | 2,490,011 | 28,521,971 |
Outstanding Balance | - | 20,930,500 | 2,490,000 | 5,177,399 | 11 | 1,456,308 | 2,490,011 | 26,107,899 |
|
|
|
|
|
|
|
|
|
Annual average interest rate (%) | - | 6.51 | 8.75 | 8.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency liabilities (%) | 100.00 |
|
|
|
|
|
|
|
Local currency liabilities (%) | - |
|
|
|
|
|
|
|
Long term bank liabilities current portion:
| Currency or indexation adjustment | |||
| Other foreign currencies | TOTAL | ||
Bank | December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
BANCO SANTANDER | 423,588 | 330,211 | 423,588 | 330,211 |
BANK BOSTON | 10,562 | 164,056 | 10,562 | 164,056 |
BANCO ALFA | 4,693 | - | 4,693 | - |
Total | 438,843 | 494,267 | 438,843 | 494,267 |
Principal Due | 361,407 | 488,319 | 361,407 | 488,319 |
|
|
|
|
|
Average annual interest rate | 15,66% | 13,26% |
|
|
|
|
|
|
|
Foreign currency liabilities (%) | 100.00 |
|
|
|
Local currency liabilities (%) | - |
|
|
|
NOTE 20 - OTHER CURRENT LIABILITIES
In accordance with Circular 1501, no information was reported since this balance represents less than 10% of current liabilities.
21
NOTE 21 - LONG-TERM BANK LIABILITIES
Long - term bank liabilities were as follows:
|
| Years to Maturity |
|
|
| ||
Bank or Financial Institution |
Currency |
More than 1 up to 2 |
More than 2 up to 3 | More than 3 up to 5 | Total long term at December 31, 2006 | Average annual interest rate % | Total long term at December 31, 2005 |
|
| ThCh$ | ThCh$ |
| ThCh$ |
| ThCh$ |
BANCO BOSTON | Other Currencies | 2,865 | - | - | 2,865 | 16.02 | 13,387 |
BANCO SANTANDER | Other Currencies | - | - | - | - | - | 450,659 |
BANCO ALFA | Other Currencies | 385,094 | 29,547 | 530 | 415,171 | 15.59 | - |
| Total | 387,959 | 29,547 | 530 | 418,036 | - | 464,046 |
|
|
|
|
|
|
|
|
Foreign currency liabilities (%) | 100.00 |
|
|
|
|
|
|
NOTE 22 - LONG-AND SHORT-TERM BONDS PAYABLE (PROMISSORY NOTES AND BONDS)
1.
Current risk rating of bonds is as follows:
BONDS ISSUED IN THE US MARKET
A-
:
Rating according to Fitch Ratings Ltd.
BBB+
:
Rating according to Standard & Poor's
BONDS ISSUED IN THE LOCAL MARKET
AA
:
Rating according to Fitch Chile Clasificadora de Riesgo Ltda.
AA
:
Rating according to Feller Rate Clasificadora de Riesgo Ltda.
2.
Bond repurchases.
During 2000, 2001 and 2002, Embotelladora Andina S.A. repurchased bonds issued in the U.S. market through its subsidiary, Abisa Corp S.A. for a total amount of US$314 million of the US$350 million, which are presented deducting the long term liability from the bonds payable account.
3.
Bonds issued by the subsidiary Rio de Janeiro Refrescos Ltda. (RJR).
The subsidiary RJR has liabilities corresponding to an issuance of bonds for US$75 million maturing in December 2012 and semiannual interest payments. At the closing of 2006 and 2005, all such bonds are wholly-owned by the subsidiary Abisa Corp. Consequently, the effects of such transactions have been eliminated from these consolidated financial statements, both in the balance sheet and in the consolidated statement of income.
22
Details of bonds payable are as follows:
Instrument subscription or ID N° | Series | Nominal Value | Currency | Interest rate | Maturity date | Term |
| Par Value | Placement in Chile or abroad | |
|
|
|
| % |
| Interest paid | Amortization period | December 31, 2006 | December 31, 2005 | |
Current portion of bonds payable |
|
|
|
|
|
|
| ThCh$ | ThCh$ |
|
YANKEE BONDS | A | 32,076,000 | US$ | 7.000 | October 1, 2007 | HALF YEARLY | OCT.2007 | 17,375,788 | 293,723 | ABROAD |
YANKEE BONDS | B | 4,000,000 | US$ | 7.625 | October 1, 2027 | HALF YEARLY | OCT.2027 | 40,595 | 39,899 | ABROAD |
Register 254 SVS June 13, 2001 | A | 990,000 | UF | 6.200 | June 1, 2008 | HALF YEARLY | JUN.2008 | 12,194,391 | 13,275,981 | CHILE |
Register 254 SVS June 13, 2001 | B | 3,700,000 | UF | 6.500 | June 1, 2026 | HALF YEARLY | JUN.2026 | 361,706 | 362,020 | CHILE |
Total current maturities |
|
|
|
|
|
|
| 29,972,480 | 13,971,623 |
|
|
|
|
|
|
|
|
|
|
|
|
Long term portion of bonds payable |
|
|
|
|
|
|
|
|
|
|
YANKEE BONDS | A | 32,076,000 | US$ | 7.000 | October 1, 2007 | HALF YEARLY | OCT.2007 | - | 16,784,168 | ABROAD |
YANKEE BONDS | B | 4,000,000 | US$ | 7.625 | October 1, 2027 | HALF YEARLY | OCT.2027 | 2,129,564 | 2,093,050 | ABROAD |
Register 254 SVS June 13, 2001 | A | 990,000 | UF | 6.200 | June 1, 2008 | HALF YEARLY | JUN.2008 | 6,051,005 | 17,159,382 | CHILE |
Register 254 SVS June 13, 2001 | B | 3,700,000 | UF | 6.500 | June 1, 2026 | HALF YEARLY | JUN.2026 | 67,844,606 | 67,903,440 | CHILE |
Total long term |
|
|
|
|
|
|
| 76,025,175 | 103,940,040 |
|
NOTE 23 - PROVISIONS AND WRITE-OFFS
Provisions at each year end were as follows:
| Short Term | Long Term | ||
| 2006 | 2005 | 2006 | 2005 |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
|
|
|
|
|
Staff severance indemnities | 634,122 | 568,759 | 5,593,845 | 5,015,736 |
Contingencies | 80,345 | 75,908 | 2,780,207 | 8,391,496 |
Taxation on banking transactions & social contribution(Brazil) | 2,170,765 | - | 8,724,427 | 8,152,068 |
Other provisions | - | 138 | - | - |
TOTAL | 2,885,232 | 644,805 | 17,098,479 | 21,559,300 |
Write-offs during the period have amounted to ThCh$266,406.
NOTE 24 - STAFF SEVERANCE INDEMNITIES
Movements in the provision for staff severance indemnities were as follows:
| 2006 | 2005 |
| ThCh$ | ThCh$ |
Beginning balance | 5,469,632 | 2,774,489 |
Provision for the period | 932,150 | 3,051,022 |
Payments | (173,815) | (241,016) |
Ending balance | 6,227,967 | 5,584,495 |
23
NOTE 25 - OTHER LONG-TERM LIABILITIES
In accordance with Circular 1501, no information was reported since this balance represents less than 10% of Long-term liabilities.
NOTE 26 - MINORITY INTEREST
| 2006 | 2005 |
LIABILITIES | ThCh$ | ThCh$ |
|
|
|
Vital Aguas S. A. | 1,150,866 | 1,123,015 |
Embotelladora del Atlántico S. A. | 19,980 | 17,924 |
Andina Inversiones Societarias S.A. | 37 | 58 |
| 1,170,883 | 1,140,997 |
|
|
|
|
|
|
| 2006 | 2005 |
INCOME STATEMENT | ThCh$ | ThCh$ |
|
|
|
Vital Aguas S. A. | (27,850) | 13,917 |
Embotelladora del Atlántico S. A. | (1,744) | (1,489) |
Andina Inversiones Societarias S.A. | (3) | (2) |
| (29,597) | 12,426 |
NOTE 27 - CHANGES IN SHAREHOLDERS’ EQUITY
Movements in shareholders' equity were as follows:
| December 31, 2006 | December 31, 2005 | ||||||||
| Paid in Capital | Other Reserves | Accumulated Income | Interim Dividends | Net Income | Paid in Capital | Other Reserves | Accumulated Income | Interim Dividends | Net Income |
| ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ | ThCh$ |
Beginning balance | 197,904,994 | (201,145) | 26,334,355 | (11,640,959) | 56,039,346 | 191,027,986 | 14,574,144 | 56,671,256 | (11,583,482) | 40,158,726 |
Distribution of prior-year income | - | - | 44,398,387 | 11,640,959 | (56,039,346) | - | - | 28,575,244 | 11,583,482 | (40,158,726) |
Final dividend prior-year income | - | - | (5,172,908) | - | - | - | - | (3,831,785) | - | - |
Translation adjustment reserve | - | 1,955,644 | - | - | - | - | (15,299,958) | - | - | - |
Additional dividend on accumulate earnings | - | - | (55,880,179) | - | - | - | - | (55,880,179) | - | - |
Capital revalued | 4,156,005 | (4,224) | 325,381 | (26,822) | - | 6,877,008 | 524,669 | 799,819 | (145,608) | - |
Income for the period | - | - | - | - | 74,355,094 | - | - | - | - | 56,039,346 |
Interim dividends | - | - | - | (13,411,243) | - | - | - | - | (11,495,351) | - |
Ending balance | 202,060,999 | 1,750,275 | 10,005,036 | (13,438,065) | 74,355,094 | 197,904,994 | (201,145) | 26,334,355 | (11,640,959) | 56,039,346 |
Price level restated balances |
|
|
|
|
| 202,060,999 | (205,369) | 26,887,376 | (11,885,419) | 57,216,172 |
b) Number of shares:
Series | Subscribed Shares | Paid in shares | Number of shares with voting rights |
A | 380,137,271 | 380,137,271 | 380,137,271 |
B | 380,137,271 | 380,137,271 | 380,137,271 |
24
c) Capital:
Series | Subscribed Capital | Paid in Capital |
| ThCh$ | ThCh$ |
A | 101,030,500 | 101,030,500 |
B | 101,030,499 | 101,030,499 |
d) Other reserves:
Other reserves at each period end were as follows:
| December 31, | |
| 2006 | 2005 |
| ThCh$ | ThCh$ |
|
|
|
Reserve for cumulative translation adjustments | 741,240 | ( 1,214,405) |
Reserve for technical reappraisal of property, plant and equipment | 169,987 | 169,987 |
Other | 839,048 | 839,049 |
Total | 1,750,275 | ( 205,369) |
The Reserve for cumulative translation adjustments was established in accordance with Technical Bulletin No. 64 issued by the Chilean Institute of Accountants and regulations specified under Circular letter No. 5,294 from the SVS.
The activity in the Reserve for cumulative translation adjustments was as follows:
Company | Balance January 1, 2006 | Foreign exchange generated during the period investment | Reserve Release / Realized (*) | Balance December 31, 2006 |
| ThCh$ | ThCh$ |
| ThCh$ |
Rio de Janeiro Refrescos Ltda. | (2,276,984) | 1,361,051 | 133,366 | (782,567) |
Embotelladora del Atlántico S. A. | 1,062,579 | 461,228 | - | 1,523,807 |
Total | (1,214,405) | 1,822,279 | 133,366 | 741,240 |
(*) Reserve realized in the amount of ThCh$133,366, resulted from dividends paid by our subsidiary Río de Janeiro Refrescos Ltda. for a total amount of ThUS$34,907.
25
NOTE 28 - OTHER NON-OPERATING INCOME AND EXPENSES
Other non-operating income during the period was as follows:
| For the period ended December 31, | |
| 2006 | 2005 |
| ThCh$ | ThCh$ |
Other non-operating income during the period was as follows: |
|
|
Reverse PIS / COFINS | 4,179,585 | - |
Realization of deposits in guaranty over containers | 490,075 | - |
Gain on sale of plant, property and equipment | - | 273,459 |
Gain on sales of Vital Aguas S.A.shares | - | 3,972,048 |
Other Income | 620,841 | 251,266 |
Sub-total | 5,290,501 | 4,496,773 |
Translation of Financial Statements (1) | 403,979 | 2,969,786 |
Total | 5,694,480 | 7,466,559 |
Other non-operating expenses during the period was as follows:
Other non-operating expenses during the period was as follows: |
|
|
Obsolescence and write-offs of property, plant and equipment | (3,714,979) | (1,136,813) |
Loss on sale of property, plant and equipment | (2,128,203) | - |
Provision for labor and commercial lawsuits | (747,737) | (555,882) |
Lawsuit fees | (437,859) | (513,467) |
Conversion adjustment reserve realized(2) | (133,499) | - |
Provision loss of investment in Centralli | (64,458) | (62,094) |
Staff Severance Indemnities | - | (2,454,488) |
PIS Cofias | - | (2,328,102) |
Others | (157,177) | (849,787) |
Sub-total | (7,383,912) | (7,900,633) |
Total | (7,383,912) | (7,900,633) |
(1) This refers to the effects of the translation of the financial statements corresponding to investment in foreign companies (translation of local currency to US dollars), in accordance with Technical Bulletin N°64 issued by the Chilean Institute of Accountants, presented as Other Non-Operating Income and Expenses.
(2) This refers to the release of conversion adjustment reserves due to dividend payments carried out at our subsidiary Rio de Janeiro Refrescos Ltda. during the months of March and June 2006.
26
NOTE 29 - PRICE-LEVEL RESTATEMENT
Price-level restatement for each year end was as follows:
|
| December 31, 2006 | December 31, 2005 |
|
| ThCh$ | ThCh$ |
|
|
|
|
Assets - (charges)/credits | Index |
|
|
Inventories | CPI | (141,455) | 315,199 |
Property, plant and equipment | CPI | 1,489,804 | 2,755,193 |
Investments in related companies | CPI | 3,502,094 | 5,481,359 |
Cash, Time Deposits, Marketable Securities | CPI | 48,679 | 39,497 |
Trade Accounts Receivable, Notes Receivable, Other Receivables | UF | 5 | 937 |
Trade Accounts Receivable, Notes Receivable, Other Receivables | CPI | (52) | 2,108 |
Accounts payable from related companies - short term | CPI | 678,931 | 1,451,930 |
Recoverable taxes | CPI | 66,740 | 110,958 |
Other current assets | UF | 39,683 | 156,572 |
Other current assets | CPI | 87,964 | 531,656 |
Other long term assets | CPI | 2,066,606 | 4,440,377 |
Other long term assets | CPI | 2,203 | - |
Cost and expense accounts | CPI | 1,461,985 | 5,269,961 |
Goodwill | CPI | - | (18,332) |
Total (charges) credits |
| 9,303,187 | 20,537,415 |
|
|
|
|
Liabilities - (charges)/credits |
|
|
|
Shareholders’ equity | CPI | (4,450,340) | (8,225,062) |
Short and long term bank liabilities | CPI | (273,346) | (885,994) |
Short and long term bonds payable | UF | (1,856,594) | (3,520,472) |
Short and long term bonds payable | CPI | (381,434) | (774,519) |
Accounts payable to related companies | UF | (121,643) | (80,366) |
Other current liabilities | UF | (35,563) | (335,506) |
Other current liabilities | CPI | (250,972) | (117,254) |
Other current liabilities | CPI | (232,954) | (263,737) |
Income accounts | CPI | (1,973,923) | (6,916,527) |
Total (charges) credits |
| (9,576,769) | (21,119,437) |
Price-level restatement (loss ) gain |
| (273,582) | (582,022) |
27
NOTE 30 - FOREIGN EXCHANGE GAINS/LOSSES
| Currency | December 31, 2006 | December 31, 2005 |
|
| ThCh$ | ThCh$ |
Assets - (charges)/credits |
|
|
|
Cash | US$ | (486,308) | (189,188) |
Time deposits | US$ | 345 | (1,711) |
Marketable securities | US$ | 22,399 | (3,210,312) |
Other receivables | US$ | 182,215 | (3,881) |
Short term notes and accounts receivable related companies | US$ | 1,654,481 | (5,315,050) |
Inventories | US$ | 22,227 | (20,549) |
Other current assets | US$ | 1,877,531 | 273,139 |
Property, plant & equipment | US$ | 1,842 | 3,583 |
Other assets | US$ | 1,761,549 | (12,895,904) |
Expense account exchange rate difference | US$ | - | (219,257) |
Total (charges) credits |
| 5,036,281 | (21,579,130) |
|
|
|
|
Liabilities - (Charges) / credits |
|
|
|
Short term liabilities banks and financial institutions | US$ | (105,284) | 4,347,958 |
Bonds payable | US$ | (148,859) | 265,888 |
Accounts payable | US$ | (43,449) | 67,192 |
Provisions | US$ | (3,952) | 49,259 |
Withholdings |
| 2 | - |
Other current liabilities | US$ | (696,003) | (359,022) |
Bonds payable-long term | US$ | (329,284) | 2,392,945 |
Income account exchange rate difference | US$ | - | 227,788 |
Total (charges) credits |
| (1,326,829) | 6,992,008 |
Foreign exchange gain (loss) on income |
| 3,709,452 | (14,587,122) |
NOTE 31 - EXTRAORDINARY ITEMS
There were no extraordinary items in 2006 and 2005.
NOTE 32 - SHARE AND DEBT SECURITY ISSUE AND PLACEMENT EXPENSES
Bond issue and placement expenses are presented in Other current assets and Other long-term assets and are amortized on a straight-line basis over the term of the debt issued. Amortization is presented as financial expenses.
Bonds issued in the US market:
Debt issue costs and discounts have all been amortized, as a result of the repurchase of Bonds reported in note 22.
Bonds issued in the local market:
Debt issue costs and discounts amounted to ThCh$3,357,533. Disbursements for risk rating reports, legal and financial advisory services, printing and placement fees are included as Debt issue costs.
Amortization for the period 2006 amounted to ThCh$393,145 and ThCh$409,655 in 2005.
28
NOTE 33 - CONSOLIDATED STATEMENT OF CASH FLOWS
For the projection of future cash flows, there are no transactions and events to consider which have not been revealed in these financial statements and accompanying notes.
Below is an itemization of the movement of assets and liabilities not affecting the cash flow in the period, but compromising future cash flows:
|
|
|
|
|
| 2006 | Maturity Date | 2005 | Maturity Date |
| ThCh$ |
| ThCh$ |
|
Expected Cash Flows |
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Dividend payments | (4,470,414) | 31-Jan-07 | (3,912,251) | 26-Jan-06 |
Additions to property, plant and equipment | (558,887) | 31-Jan-07 | (498,522) | 30-Jan-06 |
Additions to property, plant and equipment | (4,295,531) | 28-Feb-07 | (2,489,890) | 15-Feb-06 |
Additions to property, plant and equipment | (147,173) | 30-Mar-07 | (51,711) | 31-Mar-06 |
Total expenses | (9,472,005) |
| (6,952,374) |
|
|
|
|
|
|
|
|
|
|
|
Income |
|
|
|
|
Sale of property, plant and equipment | 13,378 | 31-Jan-07 | 67,294 | 15-Feb-06 |
Total Income | 13,378 |
| 67,294 |
|
|
|
|
|
|
Total Net | (9,458,627) |
| (6,885,080) |
|
29
NOTE 34 - DERIVATIVE CONTRACTS
Derivative contracts at December 31, 2006 were as follows:
Derivative | Contract | Value |
|
|
| Hedged item or transaction |
| Assets/liabilities | Effect on income | |||
|
|
| Maturity Period | Specific Item | Position purchase/sale | Concept | Amount | Hedged item value | Item | Amount | Realized | Unrealized |
|
| ThCh$ |
|
|
|
| ThCh$ | ThCh$ |
| ThCh$ | ThCh$ | ThCh$ |
SWAP | CCPE | 2,721,519 | 1Q07 | US$ Exchange Rate | S | Long term bonds US$ | 3,718,120 | 2,725,505 | Other Current and Long Term Assets | 1,186,229 | (24,620) | 14,543 |
SWAP | CCPE | 2,731,316 | 3Q07 | US$ Exchange Rate | S | Long term bonds US$ | 2,747,765 | 2,710,500 | Other Current and Long Term Assets | 1,189,882 | (24,720) | 75,986 |
SWAP | CCPE | 39,954,760 | 4Q07 | US$ Exchange Rate | S | Long term bonds US$ | 47,599,704 | 39,929,250 | Other Current and Long Term Assets | 9,347,546 | (520,525) | 1,212,573 |
SWAP | CCPE | 8,155,150 | 1Q08 | US$ Exchange Rate | S | Long term bonds US$ | 10,456,161 | 8,112,996 | Other Current and Long Term Assets | 3,546,502 | (73,933) | 129,076 |
SWAP | CCPE | 8,109,132 | 2Q08 | US$ Exchange Rate | S | Long term bonds US$ | 11,100,360 | 8,411,944 | Other Current and Long Term Assets | 3,523,581 | (74,221) | 879,846 |
SWAP | CCPE | 13,303,270 | 3Q08 | US$ Exchange Rate | S | Long term bonds US$ | 16,620,691 | 13,347,582 | Other Current and Long Term Assets | 5,667,548 | (123,103) | 1,054,725 |
SWAP | CCPE | 5,482,286 | 1Q13 | US$ Exchange Rate | S | Long term bonds US$ | 7,260,554 | 5,486,988 | Other Current and Long Term Assets | 2,372,443 | (49,914) | 965,336 |
FR | CCTE | 7,609,550 | 1Q07 | US$ Exchange Rate | P | Suppliers foreign currency | 7,551,420 | - | Other current assets and liabilities | 57,302 | - | (57,302) |
FR | CCTE | 1,120,891 | 1Q07 | US$ Exchange Rate | S | Suppliers foreign currency | 1,135,980 | - | Other current assets and liabilities | 15,313 | - | (15,313) |
FR | CCTE | 3,997,565 | 2Q07 | US$ Exchange Rate | P | Suppliers foreign currency | 4,049,358 | - | Other current assets and liabilities | 54,096 | - | 54,096 |
FR | CCTE | 15,969,800 | 2Q07 | US$ Exchange Rate | S | Dividends Payable | 15,865,250 | - | Other current assets and liabilities | 104,550 | - | (104,550) |
FR | CCTE | 893,749 | 2Q07 | US$ Exchange Rate | S | Suppliers foreign currency | 905,309 | - | Other current assets and liabilities | 12,085 | - | (12,085) |
FR | CCTE | 3,349,877 | 3Q07 | US$ Exchange Rate | P | Suppliers foreign currency | 3,391,324 | - | Other current assets and liabilities | 44,691 | - | 44,691 |
FR | CCTE | 964,126 | 3Q07 | US$ Exchange Rate | S | Suppliers foreign currency | 976,055 | - | Other current assets and liabilities | 12,863 | - | (12,863) |
FR | CCTE | 5,330,480 | 4Q07 | US$ Exchange Rate | P | Suppliers foreign currency | 5,392,578 | - | Other current assets and liabilities | 66,421 | - | 66,421 |
FR | CCTE | 1,262,989 | 4Q07 | US$ Exchange Rate | S | Suppliers foreign currency | 1,277,696 | - | Other current assets and liabilities | 15,734 | - | (15,734) |
FU | CCTE | 446,249 | 1Q07 | Raw Material Prices | S | Future purchases of raw materials | 484,575 | - | Other current assets | 36,309 | - | 36,309 |
FU | CCTE | 408,583 | 2Q07 | Raw Material Prices | S | Future purchases of raw materials | 442,412 | - | Other current assets | 34,234 | - | 34,234 |
FU | CI | 128,332 | 2Q07 | Raw Material Prices | S | Future purchases of raw materials | - | - | Other current assets | 24,984 | 24,984 | - |
FU | CCTE | 416,752 | 3Q07 | Raw Material Prices | S | Future purchases of raw materials | 453,642 | - | Other current assets | 32,901 | - | 32,901 |
FU | CI | 351,007 | 3Q07 | Raw Material Prices | S | Future purchases of raw materials | - | - | Other current assets | 73,980 | 73,980 | - |
FU | CCTE | 812,700 | 4Q07 | Raw Material Prices | S | Future purchases of raw materials | 893,932 | - | Other current assets | 56,296 | - | 56,296 |
FU | CI | 322,747 | 4Q07 | Raw Material Prices | S | Future purchases of raw materials | - | - | Other current assets | 70,415 | 70,415 | - |
FU | CCTE | 492,577 | 1Q08 | Raw Material Prices | S | Future purchases of raw materials | 544,784 | - | Other current assets | 67,526 | - | 67,526 |
FU | CI | 416,372 | 1Q08 | Raw Material Prices | S | Future purchases of raw materials | - | - | Other current assets | 83,394 | 83,394 | - |
NOTE 35 - CONTINGENCIES AND RESTRICTIONS
a.
Litigation and other legal actions:
Andina and its subsidiaries are not involved or likely to be involved in any material judicial or out-of-court litigation that could result in gains or losses. Current lawsuits are described below.
1)
Vital S.A. The Chilean Internal Revenue Service has commenced a penal lawsuit against our subsidiary Vital S.A. and against those ultimately responsible for the application of tax losses. At the same time, a lawsuit has been filed for the recovery of income tax and the application of accumulated losses. The company’s legal advisors believe there is a remote or slight likelihood of a negative outcome in both procedures.
2)
Embotelladora del Atlántico S.A. faces labor and other lawsuits. Accounting provisions to back any probable loss contingency stemming from these lawsuits, amounts to ThCh$1,689,281(ThCh$1,789,072 in 2005). In accordance with its legal counsel’s opinion, the Company deems improbable that unstipulated contingencies may affect the results or equity of the Company.
3)
Rio de Janeiro Refrescos Ltda. faces labor, tax and other lawsuits. Accounting provisions to back any probable loss contingency arising from these lawsuits, amounts to ThCh$1,120,467 (ThCh$6,753,156 in 2005). In accordance with its legal counsel’s opinion, the Company deems improbable that unstipulated contingencies may affect the results or equity of the Company.
30
4)
Embotelladora Andina S.A. faces, labor, tax, commercial and other lawsuits. Accounting provisions to back any probable loss contingency stemming from these lawsuits, amounts to ThCh$50,804 (ThCh$75,875 in 2005). In accordance with its legal counsel’s opinion, the Company deems improbable that contingencies without provisions may affect the results or equity of the Company.
b.
Restrictions
The bond issue and placement on the US market for US$ 350 million is subject to certain restrictions against preventive attachments, sale and leaseback transactions, sale of assets, subsidiary debt and certain conditions in the event of a merger or consolidation.
The bond issue and placement in the Chilean market for UF 7,000,000 is subject to the following restrictions:
Leverage ratio, defined as the total financial debt/shareholder’s equity plus minority interest should be less than 1.20 times.
Financial debt shall be deemed Consolidated Finance Liabilities which include: (i) short-term bank liabilities, (ii) short-term portion of long-term bank liabilities, (iii) short-term liabilities-promissory notes, (iv) short-term portion of bonds payable, (v) long-term bank liabilities, and (vi) long-term bonds payable. Consolidated equity means Total equity plus Minority Interest.
Consolidated assets are to be free of any pledge, mortgage or other encumbrance for an amount equal to at least 1.30 times the consolidated liabilities that are not guaranteed by the investee.
Andina must retain and, in no way, lose, sell, assign or dispose of to a third party the geographical zone denominated “Región Metropolitana" (Metropolitan Region), as a franchised territory in Chile by The Coca-Cola Company for the preparation, production, sale and distribution of the products and brands in accordance with the respective Bottling agreement, renewable from time to time.
Andina shall not lose, sell, assign or dispose of to a third party any other territory in Brazil or Argentina that is currently franchised to Andina by The Coca-Cola Company for the preparation, production, sale and distribution of the products and brands of the franchisor, as long as the referred territory represents more than forty percent of the Company’s Consolidated Operating Cash Flows.
c.
Direct guarantees
Guarantees at December 31, 2006 were as follows:
| Debtor |
| Assets involved | Balances pending at end of period Dec. 31 | Guaranty Release | |||
Guarantee creditor | Name | Relation | Type of guarantee | Type | Book value | 2006 | 2005 | 2009 |
|
|
|
|
| ThCh$ | ThCh$ | ThCh$ | ThCh$ |
UNIAO FEDERAL | RIO DE JANEIRO REFRESCOS LTDA. | Subsidiary | Mortgage | Real Estate | - | - | 61,588 | - |
ESTADIO RIO DE JANEIRO | RIO DE JANEIRO REFRESCOS LTDA. | Subsidiary | Mortgage | Real Estate | 11,990,295 | - | - | - |
PODER JUDICIARIO | RIO DE JANEIRO REFRESCOS LTDA. | Subsidiary | Judicial Deposit | Judicial Deposit | 7,031,344 | - | - | - |
ADUANA DE BUENOS AIRES | EMBOTELLADORA DEL ATLANTICO S.A. | Subsidiary | Guaranty | Inventories | 2,988,327 | - | - | - |
AGA S.A. | EMBOTELLADORA ANDINA S.A. | Parent Company | Agreement | Agreement | 159,717 | - | - | 159,717 |
MUNICIPALIDAD DE SANTIAGO | EMBOTELLADORA ANDINA S.A. | Parent Company | Guaranty Receipt | Agreement | 10,260 | - | - | 10,260 |
SERV.NAC. DE ADUANAS | EMBOTELLADORA ANDINA S.A. | Parent Company | Guaranty Receipt | Guaranty Receipt | - | - | 94,187 | - |
|
|
|
|
|
|
|
|
|
31
NOTE 36 - GUARANTEES FROM THIRD PARTIES
Guarantees from third parties at December 31, 2006 were as follows:
Guarantor | Type of Guarantee | Amount | Currency | Transaction |
|
|
|
|
|
Soc de Restaurantes Tuesday Ltda. | Policy | 45,000 | U.F. | Advertising Agreement |
Soc de Restaurantes Tuesday Ltda. | Policy | 30,000 | U.F. | Advertising Agreement |
Soc de Restaurantes Tuesday Ltda. | Policy | 30,000 | U.F. | Advertising Agreement |
AGA S.A. | Receipt | 600,000 | US$ | Supply Agreement |
Soc. Las Ñipas | Policy | 6,971 | U.F. | Advertising Agreement |
CONFAB | Mortgage | 30,000,000 | USD | Purchase of Rio de Janeiro Refrescos Ltda. |
Russel W. Coffin | Letter of Credit | 43,175,313 | USD | Purchase of Nitvitgov Refrigerantes S.A. |
Mac Coke Dist. Beb. | Mortgage | 561,272 | USD | Distributor Credit |
Tigresa Com. Beb. | Mortgage | 397,568 | USD | Distributor Credit |
Dist. Real Cola (Apucarana) | Mortgage | 486,436 | USD | Distributor Credit |
Soc. Com. Champfer | Mortgage | 996,258 | USD | Distributor Credit |
MBM Distribuidora de Beb | Mortgage | 304,022 | USD | Distributor Credit |
Franciscana Dist. | Mortgage | 495,790 | USD | Distributor Credit |
Dibejon Dist Beb. João Neiva | Mortgage | 140,318 | USD | Distributor Credit |
Clauver Nova Dist Beb Ltda | Mortgage | 163,704 | USD | Distributor Credit |
Aguiar Distrib. de Bebidas Ltda | Mortgage | 280,636 | USD | Distributor Credit |
Dist União De Itaperuna | Mortgage | 266,604 | USD | Distributor Credit |
Rosas de Casimiro | Mortgage | 336,763 | USD | Distributor Credit |
ASXT Fluminense Distrib. Bebidas | Mortgage | 4,429,373 | USD | Distributor Credit |
Catering Argentina S.A. | Guaranty | 125,112 | USD | Supplier |
32
NOTE 37 - LOCAL AND FOREIGN CURRENCY
Assets at each year end were composed of local and foreign currencies as follows:
|
| December 31, 2006 | December 31, 2005 |
| Currency | Amount | Amount |
Current Assets |
| ThCh$ | ThCh$ |
Cash | Non-indexed Ch$ | 5,158,398 | 4,011,932 |
- | US$ | 553,939 | 2,906,424 |
- | AR$ | 1,343,672 | 3,111,428 |
- | R$ | 9,286,264 | 4,685,410 |
Time Deposits | US$ | 3,341,811 | 21,704,158 |
- | AR$ | 1,043,208 | - |
- | R$ | 2,788,300 | 4,536,125 |
Marketable Securities (Net) | EUROS | - | 9,352,659 |
- | US$ | 20,379,992 | 4,076,806 |
- | R$ | - | 867,886 |
| Non-indexed Ch$ | 5,663,358 | - |
Trade Accounts Receivable (net) | Non-indexed Ch$ | 16,668,562 | 18,353,990 |
- | US$ | 1,070,049 | 1,590,343 |
- | AR$ | 2,307,185 | 2,504,234 |
- | R$ | 16,091,691 | 12,476,863 |
Notes Receivable | Non-indexed Ch$ | 8,491,085 | 7,998,502 |
- | AR$ | 295,493 | 388,023 |
- | R$ | 3,678,234 | 2,990,319 |
Other Debtors (Net) | Non-indexed Ch$ | 2,875,103 | 2,724,553 |
- | US$ | 1,323,545 | 12,191,120 |
- | AR$ | 855,757 | 910,097 |
- | R$ | 6,594,947 | 4,367,044 |
Inventories (Net) | Indexed Ch$ | 3,205,145 | 4,001,079 |
- | Non-indexed Ch$ | 2,023,067 | 1,812,465 |
- | US$ | 1,410,255 | 3,189,211 |
- | AR$ | 5,936,647 | 3,205,991 |
- | R$ | 10,115,969 | 5,582,551 |
Notes and accounts receivable related companies | R$ | - | 23,940 |
- | Non-indexed Ch$ | 2,893,571 | 5,680,550 |
Recoverable taxes | US$ | 1,284,937 | 219,328 |
- | Non-indexed Ch$ | 383,113 | 1,220,067 |
- | AR$ | 861,418 | 714,681 |
- | R$ | 5,382,048 | 7,831,482 |
Prepaid expenses | Non-indexed Ch$ | 1,119,460 | 1,204,408 |
- | US$ | 3,540 | 53,427 |
- | AR$ | 214,678 | 137,641 |
- | R$ | 272,960 | 245,939 |
Deferred taxes | Non-indexed Ch$ | 88,296 | - |
- | AR$ | 298,605 | - |
- | R$ | 503,531 | - |
Other currents assets | Indexed Ch$ | - | 1,083,968 |
- | Non-indexed Ch$ | 2,300,528 | 416,795 |
- | US$ | 13,623,786 | 3,701,127 |
- | AR$ | 652,318 | 1,746,794 |
| R$ | 1,740,344 | 1,598,480 |
Property, plant and equipment |
|
|
|
Property, plant and equipment | Non-indexed Ch$ | 61,590,770 | 65,295,824 |
- | US$ | 80,451,386 | 76,935,660 |
Other assets |
|
|
|
Investment in companies | Indexed Ch$ | 19,726,925 | 19,429,868 |
- | US$ | 1,185,462 | 1,076,456 |
- | R$ | 1,554,234 | 1,328,854 |
Investment in other companies | Indexed Ch$ | 42,564 | 42,564 |
- | US$ | 13,381 | 13,152 |
Goodwill | Non-indexed Ch$ | 527,525 | 659,407 |
- | US$ | 67,357,483 | 72,232,988 |
Long term debtors | Non-indexed Ch$ | 30,687 | 81,904 |
- | AR$ | 20,666 | 30,890 |
Notes and accounts receivable related companies | Non-indexed Ch$ | 36,176 | 22,964 |
Intangibles | US$ | 424,935 | 417,648 |
Amortization | US$ | (257,483) | (238,106) |
Deferred taxes | AR$ | - | 690,704 |
Others | Indexed Ch$ | 2,071,682 | 149,442 |
- | Non-indexed Ch$ | 3,190,246 | 5,021,549 |
- | US$ | 86,269,214 | 126,111,672 |
- | AR$ | 3,979,552 | 2,375,359 |
- | R$ | 21,258,933 | - |
Total Assets | Non-indexed Ch$ | 113,039,945 | 114,504,910 |
| US$ | 278,436,232 | 326,181,414 |
| AR$ | 17,809,199 | 15,815,842 |
| R$ | 79,267,455 | 46,534,893 |
| Euros | - | 9,352,659 |
| Indexed Ch$ | 25,046,316 | 24,706,921 |
33
b. Current liabilities at year end denominated in local and foreign currencies were as follows:
| Currency | Up to 90 days |
|
| 90 days to 1 year | ||||||
|
| December 31, 2006 | December 31, 2005 | December 31, 2006 | December 31, 2005 | ||||||
|
| Amount | Int. Rate | Amount | Int. Rate | Amount | Int. Rate | Amount | Int. Rate | ||
|
| ThCh$ | % | ThCh$ | % | ThCh$ | % | ThCh$ | % | ||
|
|
|
|
|
|
|
|
|
| ||
Short term bank liabilities | Non-Indexed Ch$ | 11 | - | 1,456,308 | - | - | - | - | - | ||
- | $AR | - | - | 5,613,066 | 8.92 | - | - | - | - | ||
- | $R | 2,490,000 | 8.75 | - | - | - | - | - | - | ||
- | US$ | - |
| - | - | - | - | 21,452,597 | 6.51 | ||
- | $R | - |
| - | - | 438,843 | 15.66 | 494,267 | 13.26 | ||
Current portion of bonds payable | Indexed Ch$ | 12,556,097 | 7.00 | 13,638,001 | 7.00 | - | - | - | - | ||
- | US$ | 17,416,383 | 6.20 | 333,622 | 6.20 | - | - | - | - | ||
Dividends payable | Non-Indexed Ch$ | 4,712,773 | - | 4,062,425 | - | - | - | - | - | ||
Accounts payable | Non-Indexed Ch$ | 18,503,755 | - | 18,376,992 | - | - | - | 2,762,923 | - | ||
- | US$ | 1,641,756 | - | 2,402,837 | - | - | - | - | - | ||
- | $AR | 8,074,883 | - | 6,082,583 | - | - | - | - | - | ||
- | Indexed Ch$ | 14,647,738 | - | 9,046,806 | - | - | - | - | - | ||
Other creditors | US$ | 72,216 | - | 180,278 | - | - | - | - | - | ||
- | $AR | 40,260 | - | 20,350 | - | 61,476 | - | - | - | ||
- | $R | 3,002,368 | - | 2,684,409 | - | - | - | - | - | ||
Notes and accounts payable related companies | Non-Indexed Ch$ | 4,012,142 | - | 5,118,317 | - | - | - | - | - | ||
- | $AR | 2,288,373 | - | 914,100 | - | - | - | - | - | ||
- | Indexed Ch$ | 4,512,543 | - | 2,473,347 | - | - | - | - | - | ||
Provisions | Non-Indexed Ch$ | 684,926 | - | 644,805 | - | - | - | - | - | ||
- | $R | - | - | - | - | 2,200,306 | - | - | - | ||
Withholdings | Non-Indexed Ch$ | 8,708,516 | - | 4,924,173 | - | - | - | 595,835 | - | ||
- | US$ | 464,107 | - | - | - | - | - | - | - | ||
- | $AR | 4,852,028 | - | 3,682,725 | - | - | - | - | - | ||
- | $R | - | - | - | - | 5,685,235 | - | 7,485,542 | - | ||
Income taxes | Non-Indexed Ch$ | 3,841,860 | - | 3,886,640 | - | - | - | - | - | ||
- | $AR | 190,470 | - | - | - | - | - | 1,622,449 | - | ||
- | $R | - | - | - | - | - | - | 3,364,835 | - | ||
Unearned Income | Non-Indexed Ch$ | 499,547 | - | 254,439 | - | - | - | - | - | ||
Deferred Taxes | Non-Indexed Ch$ | - | - | 629,887 | - | - | - | - | - | ||
| $AR | - | - | 96,680 | - | - | - | - | - | ||
Other current liabilities | Non-Indexed Ch$ | 4,669,336 | - | 3,070,531 | - | - | - | 10,210 | - | ||
|
|
|
|
|
|
|
|
|
| ||
Total Current Liabilities | Non-Indexed Ch$ | 45,632,866 |
| 42,424,517 |
| - |
| 3,368,968 |
| ||
| $AR | 15,446,014 |
| 16,409,504 |
| 61,476 |
| 1,622,449 |
| ||
| $R | 24,652,649 |
| 14,204,562 |
| 8,324,384 |
| 11,344,644 |
| ||
| US$ | 19,594,462 |
| 2,916,737 |
| - |
| 21,452,597 |
| ||
| Indexed Ch$ | 12,556,097 |
| 13,638,001 |
| - |
| - |
|
34
c.1) Long - term liabilities at December 31, 2006 were composed of local and foreign currencies as follows:
| Currency | 1 to 3 years |
| 3 to 5 years |
| 5 to 10 years |
| Over 10 years | ||||
|
| Amount | Average int rate % |
| Amount | Average int rate % |
| Amount | Average int rate % |
| Amount | Average int rate % |
|
| ThCh$ |
| ThCh$ |
| ThCh$ |
| ThCh$ | ||||
Long term bank liabilities | $R | 418,036 | 15.59 |
| - | - |
| - | - |
| - | - |
Bonds payable | Indexed Ch$ | 8,046,439 | 6.20 |
| 7,981,718 | 6.50 |
| 19,954,296 | 6.50 |
| 37,913,163 | 6.50 |
- | US$ | - | - |
| - | - |
| - | - |
| 2,129,559 | 7.63 |
Other Creditors | $AR | 103,555 | - |
| - | - |
| - | - |
| - | - |
- | $R | - | - |
| 29,732 | - |
| - | - |
| - | - |
Notes and Accounts Payable to Related Companies | Non-Indexed Ch$ | 3,549,631 | - |
| - | - |
| - | - |
| - | - |
Provisions | Indexed Ch$ | - | - |
| - | - |
| - | - |
| 4,945,942 | - |
- | Non-Indexed Ch$ | 647,903 | - |
| - | - |
| - | - |
| - | - |
- | $AR | 1,689,281 | - |
| - | - |
| - | - |
| - | - |
- | $R | 9,815,353 | - |
| - | - |
| - | - |
| - | - |
Deferred Taxes | Non-Indexed Ch$ | - | - |
| - | - |
| - | - |
| 2,426,575 | - |
- | $AR | - | - |
| 450,990 | - |
| - | - |
| - | - |
- | $R | 1,250,091 | - |
| - | - |
| - | - |
| - | - |
Other Liabilities | Non-Indexed Ch$ | - | - |
| - | - |
| 5,724,683 | - |
| - | - |
- | $AR | - | - |
| 206,834 | - |
| 1,861,497 | - |
| - | - |
- | $R | 2,281,699 | - |
| - | - |
| - | - |
| - | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long Term Liabilities | $R | 13,765,179 |
|
| 29,732 |
|
| - |
|
| - |
|
| Indexed Ch$ | 8,046,439 |
|
| 7,981,718 |
|
| 19,954,296 |
|
| 42,859,105 |
|
| US$ | - |
|
| - |
|
| - |
|
| 2,129,559 |
|
| $AR | 1,792,836 |
|
| 657,824 |
|
| 1,861,497 |
|
| - |
|
| Non-Indexed Ch$ | 4,197,534 |
|
| - |
|
| 5,724,683 |
|
| 2,426,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c.1) Long - term liabilities at December 31, 2005 were composed of local and foreign currencies as follows:
| Currency | 1 to 3 years |
| 3 to 5 years |
| 5 to 10 years |
| Over 10 years | ||||
|
| Amount | Average int rate % |
| Amount | Average int rate % |
| Amount | Average int rate % |
| Amount | Average int rate % |
|
| ThCh$ |
| ThCh$ |
| ThCh$ |
| ThCh$ | ||||
Long term bank liabilities | R$ | 464,046 | 13.28 |
| - | - |
| - | - |
| - | - |
Bonds payable | US$ | 16,784,168 | 7.00 |
| - | - |
| - | - |
| 2,093,050 | 7.630 |
- | Indexed Ch$ | 17,159,382 | 6.20 |
| 5,991,479 | 6.50 |
| 19,971,600 | 6.50 |
| 41,940,360 | 6.50 |
Other creditors | AR$ | 83,259 | - |
| - | - |
| - | - |
| - | - |
- | R$ | - | - |
| 59,023 | - |
| 7,378 | - |
| - | - |
Provisions | Indexed Ch$ | - | - |
| - | - |
| - | - |
| 4,421,174 | - |
- | Non-Indexed Ch$ | 594,561 | - |
| - | - |
| - | - |
| - | - |
- | AR$ | 1,789,072 | - |
| - | - |
| - | - |
| - | - |
- | R$ | 14,754,493 | - |
| - | - |
| - | - |
| - | - |
Other liabilities | Non-Indexed Ch$ | - | - |
| - | - |
| 5,002,353 | - |
| - | - |
- | AR$ | - | - |
| 197,057 | - |
| 1,773,527 | - |
| - | - |
- | R$ | 1,413,921 | - |
| - | - |
| - | - |
| - | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long Term Liabilities | R$ | 16.632.460 |
|
| 59.023 |
|
| 7.378 |
|
| - |
|
| US$ | 16.784.168 |
|
| - |
|
| - |
|
| 2.093.050 |
|
| Indexed Ch$ | 17.159.383 |
|
| 5.991.479 |
|
| 19.971.600 |
|
| 46,361,534 |
|
| AR$ | 1.872.331 |
|
| 197.057 |
|
| 1.773.527 |
|
| - |
|
| Non-Indexed Ch$ | 594.561 |
|
| - |
|
| 5.002.353 |
|
| - |
|
35
NOTE 38 - PENALTIES
The Company has not been subject to penalties by the SVS or any other administrative authority.
NOTE 39 - SUBSEQUENT EVENTS
There are no matters to be reported which have occurred between the closing period of December 31, 2006 and the date of preparation of these financial statements that may have an impact over Company assets, liabilities and/or results.
NOTE 40 - COMPANIES SUBJECT TO SPECIAL REGULATIONS
Andina and its subsidiaries are not subject to special regulations.
NOTE 41 – ENVIRONMENT
The Company has invested ThCh$1,246,428 to improve its industrial process, industrial waste metering equipment, laboratory analyses, environmental impact consultancy and other studies. Future commitments, which are all short-term and for the same concepts, amount to ThCh$183,206.
I.
ANALYSIS OF THE FINANCIAL RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2006.
Highlights
•
Operating Income reached US$68.0 million during the Fourth Quarter of 2006, increasing 15.1% compared to the same period of the previous year. Operating Margin was 21.7%.
•
Sales Volume amounted to 122.7 million unit cases, an increase of 5.5% during the quarter.
•
Fourth Quarter EBITDA totaled US$81.6 million, representing an increase of 11.6% compared to the Fourth Quarter of 2005. EBITDA Margin was 26.0%.
•
Consolidated Operating Income reached US$178.8 million during 2006, 19.7% higher than in 2005. Operating Margin was 17.4%.
•
Consolidated Sales Volume in 2006 totaled 415.1 million unit cases, an increase of 6.6% compared to the 2005.
•
Consolidated EBITDA for 2006 amounted to US$234.3 million, an increase of 14.2%. EBITDA Margin was 22.8%.
•
Net Income for 2006 reached US$139.7 million, 30.0% higher than 2005.
Comments from Chief Executive Officer, Mr. Jaime Garcia R.
“We are very satisfied with and proud of the results obtained in 2006. Our goals for 2007 will be focused on increasing volumes in the existing markets where Andina operates, as well as developing the non-carbonated product segment.”
CONSOLIDATED SUMMARY
Full-Year 2006 vs. Full-Year 2005
Consolidated Sales Volume amounted to 415.1 million unit cases, an increase of 6.6%. Soft Drinks increased 6.0%, while Waters grew 10.3% and Juices 16.1%. These increases are a result of the higher consumption in Andina’s main products (Soft Drinks) in the three countries where we operate, in addition to the consolidation of growth opportunities in (Waters, Juices and Beer), which grew 13.7%.
Net Sales amounted to US$1,026.9 million, 14.8% higher than 2005. This was a result of both higher volumes and greater average income.
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Despite cost pressures, particularly with regards to sugar in Brazil, effective negotiations, more favorable resin prices and the 7.2% revaluation of the Brazilian Real, Andina’s Cost of Sales per unit case increased 4.2% compared to 2005.
SG&A increased 13.1% per unit case mainly as a result of increased freight fees due to increasing oil prices and salary pressures.
Consolidated Operating Income amounted to US$178.8 million, a 19.7% increase compared to 2005. Operating Margin was 17.4%, an increase of 70 basis points.
Finally, Consolidated EBITDA amounted to US$234.3 million, an increase of 14.2%. EBITDA Margin was 22.8%, a decrease of 10 basis points.
Fourth Quarter 2006 vs. Fourth Quarter 2005
Consolidated Sales Volume for the Fourth Quarter 2006 reached 122.7 million unit cases, a 5.5% increase compared to the same period of the previous year, Soft Drinks grew 5.4%, Waters, Juices and Beer grew 7.5%.
Net Sales amounted to US$313.4 million, representing a 12.9% improvement compared to the Fourth Quarter of 2005, mainly due to increased volumes and a 7.0% increase in average income.
Cost of Sales per unit case increased 4.6%, mainly due to the increased cost of sugar in Brazil, partially offset by the lower price of resin and the reevaluation of the Brazilian Real.
SG&A increased 10.1% per unit case, mainly as a result of increased freight fees due to higher oil prices, salary pressures and the revaluation of the Brazilian Real.
Consolidated Operating Income amounted to US$68.0 million, a 15.1% increase compared to the Fourth Quarter of 2005. Operating Margin was 21.7%, an increase of 40 basis points.
Finally, Consolidated EBITDA amounted to US$81.6 million, an 11.6% improvement compared to the same period of the previous year. EBITDA Margin was 26.0%, representing a decrease of 30 points compared to the Fourth Quarter of 2005.
SUMMARY BY COUNTRY
Chile
Full-Year 2006 vs. Full-Year 2005
During 2006, Sales Volume amounted to 143.7 million unit cases, growth of 6.1% compared to the figure reported in 2005. This increase was a result of increased Soft Drink volumes (+4.7%), in addition to the significant contribution of the Waters and Juices segment (+14.8% and +11.3%, respectively). In Chile, besides the significant increase of non-carbonated products, theLight product segment increased 16%, representing nearly 14% of the total product portfolio.
Net Sales amounted to US$412.8 million, a 3.7% improvement compared to the previous year, a result of the previously mentioned increase in volumes, partially offset by lower average income.
Cost of Sales per unit case decreased 2.9% as a result of effective negotiations regarding sugar supply agreements and lower resin prices. Additionally, SG&A decreased 0.6% per unit case.
Operating Income was 3.7% higher than the figure reported for 2005, amounting to US$101.8 million. Operating Margin was 24.7%, remaining constant with respect to the previous year.
EBITDA amounted to US$126.2 million, 1.9% higher than the EBITDA figure recorded in 2005. EBITDA Margin was 30.6%.
Fourth Quarter 2006 vs. Fourth Quarter 2005
During the quarter, Andina launched tropical fruit-flavoredFanta Exótica (Pet 500 cc and 350 cc Can formats), and a line of waters containing vitamins and minerals,Dasani Balance Durazno (Peach) andActive Limón (Lemon) (500 cc Pet format).
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During the Fourth Quarter of 2006, Sales Volume amounted to 43.2 million unit cases, 3.7% growth compared to the same period of the previous year. Soft Drinks increased 3.3%, Waters increased 0.3% and Juices increased 13.0%
Net Sales amounted to US$125.9 million, reflecting growth of 4.4%. This increase resulted from higher volumes and average prices.
Despite higher freight fees, Cost of Sales per unit case and SG&A remained stable when compared to the Fourth Quarter of 2005.
Operating Income amounted to US$36.7 million, a 5.0% improvement compared to the Fourth Quarter of 2005.
Operating Margin was 29.1%, an increase of 20 basis points.
EBITDA amounted to US$42.6 million, a 3.9% increase regarding the EBITDA figure recorded during the same period of the previous year. EBITDA Margin was 33.9%, a decrease of 10 basis points
Brazil
Full-Year 2006 vs. Full-Year 2005
Sales Volume amounted to 162.6 million unit cases. Of this, 95.6% was concentrated in Soft Drinks, representing 5.7% growth for 2006.
Net Sales reached US$411.2 million, increasing 31.9% compared to the previous year. This significant increase was a result of volume growth, price adjustments and the favorable exchange rate upon the translation of figures.
Cost of Sales per unit case increased 17.3% as a result of increased sugar prices, partially offset by resin prices and the translation of figures. SG&A increased 25.7% per unit case due to increased freight fees and greater inter-deposit freights, a result of higher volumes. Both factors were offset by a 24.8% increase in average income, leading to a 67.0% increase in Operating Income compared to the same period of the previous year. Operating Margin was 16.0%, an improvement of 340 basis points.
EBITDA amounted to US$83.9 million, an increase of 48.3%, with an EBITDA Margin of 20.4%, increasing 230 basis points compared to the previous period.
Fourth Quarter 2006 vs. Fourth Quarter 2005
Sales Volume for the Fourth Quarter of 2006 amounted to 46.4 million unit cases, representing a 2.6% increase compared to the Fourth Quarter of 2005, which was strongly impacted by weather conditions during the last three months of the year, because the city of Rio de Janeiro presented lower than normal temperatures.
Net Sales reached US$122.7 million, representing a 24.0% increase. This is explained by price adjustments and exchange rates, which benefited the translation of figures.
Cost of Sales per unit case grew 14.5% explained by the effect of figure conversion, (which has a negative impact on costs), as well as the previously explained reasons.
Operating Income reached US$26.5 million, an improvement of 44.3%, while Operating Margin was 21.6%, an improvement of 310 basis points.
Finally, EBITDA amounted to US$31.1 million, a 37.0% improvement compared to Fourth Quarter of 2005. EBITDA Margin was 25.4%, an increase of 240 basis points compared to the previous period.
Argentina
Full-Year 2006 vs. Full-Year 2005
Sales Volume reached 108.9 million unit cases, an 8.8% improvement compared to the Sales Volume reported in 2005. TheLight (diet) segment has continued expanding, posting close to 21.5% growth, and representing over 6% of the total product portfolio.
Net Sales reached US$210.3 million, representing an increase of 8.6%. This increase is explained by higher volumes and constant prices, partially offset by the devaluation of the Argentine peso (4.9% on average).
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Cost of Sales per unit case decreased 4.5%, also due to the effect of figure conversion. SG&A increased 13.1 % per unit case mainly due to higher labor and freight costs.
Operating Income amounted to US$22.5 million, a 7.4% increase. Operating Margin was 10.7%, 10 basis points lower than 2005.
EBITDA reached US$35.3 million, an increase of 4.6% compared to last year. EBITDA Margin decreased 60 basis points amounting to 16.8%.
Fourth Quarter 2006 vs. Fourth Quarter 2005
Sales Volume for the Fourth Quarter of 2006 increased 12.7% reaching 33.0 million unit cases.
Net Sales reached US$66.0 million, representing an increase of 9.4% compared to the Fourth Quarter of 2005. This is explained by higher volumes along with a decrease in average income, partially offset by the effect of the devaluation of the Argentine Peso (averaging 4.8% for the period).
Cost of Sales per unit case decreased 5.5%, mainly explained by the fluctuations of the exchange rate upon the translation of figures, as well as lower resin prices. SG&A per unit case increased 8.0% with regards to the Fourth Quarter of the previous year, due to the previously-mentioned increase in labor costs.
Operating Income amounted to US$ 8.6 million, a 1.5% increase. Operating Margin was 13.0%, 100 basis points lower than the Fourth Quarter of 2005.
Finally, EBITDA reached US$11.6 million, an increase of 3.3%. EBITDA Margin was 17.5% a decrease of 230 basis points compared to the Fourth Quarter of 2005.
NON-OPERATING RESULTS
Full-Year 2006 vs. Full-Year 2005
Non-Operating Results totaled a loss of (US$13.6) million, which compares favorably to a higher accumulated loss of (US$25.6) million recorded during 2005. The negative Non-Operating Result for the period is mainly the reflection of goodwill amortization (US$12.2 million). However, it is necessary to point out the lower financial income resulting from decreased earnings from Cross Currency Swaps, and one-time earnings resulting from the sale of bonds during 2005. This decrease in financial income was exceptionally offset by earnings obtained due to the exchange rate difference.
Finally, Net Income amounted to US$139.7 million, an increase of 30.0% compared to the Net Income reported during the 2005. Net Margin increased 160 basis points amounting to 13.6%
ANALYSIS OF THE BALANCE SHEET
As of December 31, 2006, the Company’s financial assets amounted to US$310.9 million. These represent cash, investments in mutual funds, deposits, structured notes, corporate bonds and sovereign bonds. 83.7% of the total financial investments are U.S. Dollar-denominated, 7.2% are in Chilean Pesos, 7.3% in Brazilian Reais, and 1.7% in Argentine Pesos. Nevertheless, through“Cross-Currency Swap”agreements executed in July and August 2003 and April 2004,part of the portfolio has been converted to Chilean Pesos (UF – Chilean Inflation Indexed Currency), thereby decreasing the amount denominated in U.S. Dollars to 8%.
On the other hand, the Company’s total debt was US$205.4 million, with an average annual rate of 7.07% on U.S. Dollar debt, and an average real annual rate of 6.40% on Chilean Peso-denominated debt. The U.S. Dollar-denominated debt represents 17.9% of total debt.
As a result, the Company holds a positive net cash position of US$105.5 million.
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II.
MAIN INDICATORS
INDICATORS | Unit | dec-06 | dec-05 | Dec 06 vs. Dec 05 | |
LIQUIDITY |
|
|
|
| |
| Current Ratio | Times | 1.30 | 1.30 | 0.00 |
| Acid Tests | Times | 1.12 | 1.16 | -0.04 |
| Working Capital | MCh$ | 22,185 | 36,889 | -14,704 |
ACTIVITY |
|
|
|
| |
| Investments | MCh$ | 37,004 | 27,970 | 9,034 |
| Inventory turnover | Times | 15.42 | 14.15 | 1.26 |
| Days of inventory on hand | Days | 23.35 | 25.44 | -2.09 |
INDEBTEDNESS |
|
|
|
| |
| Debt to equity ratio | % | 86.94% | 95.97% | -9.02% |
| Short-term liabilities to total liabilities | % | 52.86% | 48.43% | 4.43% |
| Long-term liabilities to total liabilities | % | 47.14% | 51.57% | -4.43% |
| Interest charges coverage ratio | Times | 23.50 | 18.68 | 4.82 |
PROFITABILITY |
|
|
|
| |
| Return over equity | % | 27.10% | 19.67% | 7.43% |
| Return over total assets | % | 14.15% | 9.95% | 4.20% |
| Return over operating assets | % | 30.72% | 21.25% | 9.47% |
| Operating income | MCh$ | 95,196 | 79,544 | 15,652 |
| Operating margin | % | 17.41% | 16.71% | 0.70% |
| EBITDA (1) | MCh$ | 127,916 | 105,669 | 22,247 |
| EBITDA margin | % | 23.40% | 22.20% | 1.20% |
| Dividends payout ratio - Series A shares | % | 6.61% | 7.76% | -1.15% |
| Dividends payout ratio - Series B shares | % | 6.72% | 8.04% | -1.32% |
|
|
|
|
|
|
| EBITDA (1) | Earnings before income taxes, interests, depreciation, amortization | |||
|
| and extraordinary items. |
|
|
The main indicators contained in the table reflect for both periods the solid financial position and profitability of Embotelladora Andina S.A.
Liquidity indicators remain stable.
Indicators of indebtedness improve mainly due to amortizations of the local bond for an approximate amount of MUS$23 carried out during June 2006 and December 2006. During the period net financial expenses amounted to Ch$3,910 million and earnings before interests and taxes amounted to Ch$91,860 million, achieving an interest coverage of 23.5 times, a significant improvement with regards to the previous period.
Operating profitability indicators and Profitability over Equity benefited from the reasons mentioned in paragraph I.
III.
ANALYSIS OF BOOK VALUES AND PRESENT VALUE OF ASSETS
With respect to the Company’s main assets the following should be noted:
Given the high rotation of the items that compose working capital, book values of current assets are considered to represent market values.
Fixed asset values in the Chilean companies are presented at restated acquisition cost. In the foreign companies, fixed assets are valued in accordance with Technical Bulletin N° 64 issued by the Chilean Institute of Accountants (controlled in historical dollars).
Depreciation is estimated over the restated value of assets along with the remaining useful economic life of each asset.
All fixed assets that are considered available for sale are held at their respective market values.
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Investments in shares, in situations where the Company has a significant influence on the issuing company, are presented following the equity method. The Company’s participation in the results of the issuing company for each year has been recognized on an accrual basis, and unrealized results on transactions between related companies have been eliminated.
In summary, assets are valued in accordance with generally accepted accounting standards in Chile and the instructions provided by the Chilean Securities Commission, as shown in Note 2 of the Financial Statements.
IV.
ANALYSIS OF THE MAIN COMPONENTS OF CASH FLOW
Cash Flow (MCH$) | December 2006 MCh$ | December 2005 MCh$ | Variation MCh$ | Variation % |
Operating | 126,922 | 98,857 | 28,065 | 28% |
Financing | (112,315) | (116,518) | 4,203 | 4% |
Investment | 5,983 | 11,137 | (5,154) | 46% |
Net cash flow for the Period | 20,589 | (6,525) | (27,114) | 416% |
The Company generated positive net cash flow of MCh$20,589 during the quarter, analyzed as follows:
Operating activities generated a positive net cash flow of MCh$126,922 representing a positive variation regarding the previous year which amounted to Ch$28,065 million. Principally explained by increased collections from clients which were partially offset by increased payment of value added taxes.
Financing activities generated a negative cash flow of MCh$112,315 representing a positive variation of MCh$4,203 mainly explained by lower loan payments than those recorded during the previous period.
Investment activities generated a positive cash flow of MCh$5,983; with a positive variation of MCh$5,154 regarding the previous year, mainly explained by greater additions to fixed assets, partially offset by collections received during 2006 due to sale of permanent investments.
V.
ANALYSIS OF MARKET RISK
Interest Rate Risk
As of December 31, 2005 and 2006, the Company held 100% of its debt obligations at fixed-rates. Consequently, the risk fluctuation of market interest rates regarding the Company’s cash flow remains low.
Foreign Currency Risk
Income generated by the Company is linked to the currencies of the markets in which it operates. For the period the breakdown for each is the following:
Chilean peso:
40%
Brazilian real:
40%
Argentine peso:
20%
Since the Company’s sales are not linked to the United States dollar, the policy adopted for managing foreign exchange risk, this is the mismatch between assets and liabilities denominated in a given currency, has been to maintain financial investments in dollar-denominated instruments, for an amount at least equivalent to the dollar-denominated liabilities.
Additionally, it is Company policy to maintain foreign currency hedge agreements to lessen the effects of exchange risk in cash expenditures expressed in US dollars which mainly correspond to payment to suppliers for raw materials.
Accounting exposure of foreign subsidiaries (Brazil and Argentina) for the difference between monetary assets and liabilities, those denominated in local currency, and therefore, exposed to risks upon translation to the US dollar, are only covered when it is foreseen that it will result in significant negative differences and when the associated cost of said coverage is deemed reasonable by management.
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Commodity Risks
The Company faces the risk of price changes in the international markets for sugar, aluminum and PET resin, all of which are necessary raw materials for preparing beverages, and that altogether represent between 25% and 30% of our operating costs. In order to minimize and/or stabilize such risk, supply contracts and advanced purchases are negotiated when market conditions are favorable. Likewise commodity coverage instruments have also been utilized.
This document may contain forward-looking statements reflecting Embotelladora Andina SA’s good faith expectations and are based upon currently available data; however, actual results are subject to numerous uncertainties, many of which are beyond the control of the Company and any one or more of which could materially impact actual performance. Among the factors that can cause performance to differ materially are: political and economic conditions on consumer spending, pricing pressure resulting from competitive discounting by other bottlers, climatic conditions in the Southern Cone, and other risk factors applicable from time to time and listed in Andina’s periodic reports filed with relevant regulatory institutions.
MATERIAL EVENTS
During the period January – December 2006, the following material events were filed with the SVS:
The following was discussed at a special meeting of the Company’s Board of Directors held today:
I.
It was resolved to propose to the Shareholders Meeting the payment of anAdditional Dividendon account of the Retained Earnings Fund, additional to the Final Dividend for the 2005 fiscal year (approved and disclosed last February), for the following amounts:
a)
Ch$70 (seventy pesos) per Series A share; and
b)
Ch$77 (seventy-seven pesos) per Series B share.
If approved by the Shareholders Meeting, this Additional Dividend would be paid starting May 30, 2006 and the Shareholders Registry would be closed May 24, 2006 for the determination of the recipients of payment.
II.
The recent resignations of Glenn Jordan Schoenbohm and his alternate, Jorge Hurtado Garreton, from their seats in the board of the Company were reported. Accordingly, pursuant to article 32 of Law 18,046, it was decided that the Regular Shareholders Meeting of the Company this year (reported opportunely to the Superintendency) must elect a new Board of Directors. The election of the entire Board of Directors will therefore be added to the agenda for that Meeting.
III.
In view of the foregoing resolutions, for the purpose of having sufficient time to disclose the foregoing to the market and give notice of the Regular Shareholders Meeting, it was finally resolved to postpone the Regular Shareholders Meeting (the “Meeting”) from Tuesday, April 11, 2006 (already reported opportunely to the Superintendency) to Wednesday, April 19, 2006 at 10:30 a.m., at the Company’s offices located at Av. Carlos Valdovinos 560, Borough of San Joaquin.
The agenda for the Meeting will therefore be the following:
1)
The Annual Report, General Balance Sheet and Financial Statements for the 2005 fiscal year and the report by the external auditors on such Financial Statements;
2)
The distribution of profits and payment of dividends;
3)
An explanation of the Company’s dividend policy and information on the procedures used in distributing and paying dividends;
4)
The election of the entire Board of Directors in application of article 32 of the Companies Law;
5)
The determination of the compensation for the members of Directors Committee, establish by Law 19705 and members of the Audit Committee required by the Sarbanes-Oxley Act of the U.S.A.
6)
The appointment of external auditors for the 2006 fiscal year;
7)
The appointment of risk rating agencies;
8)
A report on Board resolutions regarding transactions indicated in Article 44 of Law 18,046 since the last Shareholders Meeting; and
9)
Generally, all other matters within the purview of this meeting and any other matter of corporate interest.
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Regular General Shareholders Meeting
At the Regular General Shareholders Meeting of Embotelladora Andina S.A., held yesterday, April 19, 2006 (hereinafter the “Meeting”), among other matters, the following was resolved:
1.
The distribution of the following amounts as Final Dividend N° 150, on account of the fiscal year ending December 31, 2005: (a) Ch$6.48 (six pesos and forty-eight cents) per Series A share; and b) Ch$7.128 (seven pesos and one hundred and twenty eight cents) per Series B share. This dividend will be available to shareholders beginning April 27, 2006. Regarding payment of this dividend, the Shareholders Registry will close on April 21, 2006.
2.
The distribution of an additional Dividend N° 151 on account of retained earnings: (a)Ch$70.00 (seventy pesos) per Series A share; and (b)Ch$77.00 (seventy seven pesos) per Series B share. This dividend will be available to shareholders beginning June 1, 2006. Regarding payment of this dividend, the Shareholders Registry will close on May 26, 2006.
3.
The Meeting elected a new company board of directors in separate voting by each series of shares, as follows :
Regular | Alternate |
Juan Claro González | Ernesto Bertelsen Repetto |
José Antonio Garcés Silva (junior) | Patricio Parodi Gil |
James Robert Quincey Blakstad | Jorge Hurtado Garretón |
Arturo Majlis Albala | José Miguel Barros Van Hövell tot Westerflier |
Gonzalo Said Handal | José Maria Eyzaguirre Baeza |
Salvador Said Somavía | José Domingo Eluchans Urenda |
Heriberto Urzúa Sánchez | Pedro Arturo Vicente Molina |
For purposes of Article 50-bis, subparagraph 6 of the Chilean Corporation Law, is it stipulated that Mr. Heriberto Urzua Sancheza and his alternate, Mr. Pedro Arturo Vicente Molina, were elected by the Chilean Pension Funds and thus, fulfill the definition of “independent” from the Controlling Shareholder of the Company for Chilean legal purposes.
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Board and Committee Appointments
The following resolutions were adopted at a regular Board Meeting held April 25, 2006:
1.
Juan Claro Gonzalez was appointed Chairman of the Board of the Company and Jose Antonio Garces Silva Vice-Chairman.
2.
The Executive Committee was elected, comprised of regular directors Jose Antonio Garces Silva, Arturo Majlis Albala, Gonzalo Said Handal and Salvador Said Somavia.
In addition, the Chairman of the Board, Juan Claro Gonzalez, and the Chief Executive Officer of the Company, Jaime Garcia Rioseco, are members of this Committee by virtue of their office.
3.
Also elected was the Director’s Committee in accordance with Article 50-bis of Chilean Corporate Law, comprised of the regular directors Juan Claro Gonzalez, Jose Antonio Garces Silva and Heriberto Urzua Sanchez. If any of them should be unable to attend, they can be replaced by their respective alternate director. Mr. Heriberto Urzua Sanchez is considered an independent director under Chilean law. It was resolved that Mr. Juan Claro Gonzalez will be the Chairman of this Committee.
4.
Juan Claro Gonzalez, Jose Antonio Garces Silva and Heriberto Urzua Sanchez were appointed members of the U.S. Sarbanes-Oxley Audit Committee.
At a Committee meeting held April 25, 2006, it was decided that Mr. Juan Claro Gonzalez also be Chairman of this Audit Committee. Juan Claro Gonzalez and Heriberto Urzua Sanchez are considered independent directors under U.S. law and have voting rights in this Committee.
5.
Mr. Pedro Pellegrini Ripamonti, Corporate Legal Manager, was appointed representative or authorized person to receive notifications in absence of Mr. Renato Ramirez Fernandez, General Manager.
Sugar Supply Agreement 2007 – 2009 Period
The Board of Directors at its Regular Session held August 29, 2006 approved the commercial terms and conditions between Iansagro S.A., as the selling party, and Embotelladora Andina S.A, as the purchasing party, of sugar for the 2007-2009 period. On November 2, 2006 the mentioned parties have signed and entered into the Sugar Purchase and Supply Agreement formalizing those terms and conditions.
Dividend Distributions for 2006
Dividend N° | Date Paid | Series A Ch$ per share | Series B Ch$ per share |
149 | 26-Jan-06 | 4.8 | 5.28 |
150 | 27-Apr-06 | 6.48 | 7.128 |
151 | 01-Jun-06 | 70.0 | 77.0 |
152 | 26-Jul-06 | 5.6 | 6.16 |
153 | 26-Oct-06 | 5.6 | 6.16 |
No other significant events of a financial or any other nature have occurred between December 31, 2006 and the issuance date of these financial statements that affect or may affect the assets, liabilities and/or income of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santiago, Chile.
EMBOTELLADORA ANDINA S.A.
By:/s/ Osvaldo Garay
Name: Osvaldo Garay
Title: Chief Financial Officer
Santiago, March 8, 2007