annual report - Farmacias Ahumada

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ANNUAL REPORT
2014
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THE COMPANY
History
Walgreens Boots Alliance
Regional Presence
Business Units
Creation and Development of
Owned and Licensed Brands
Corporate Social Responsibility
OWNERSHIP AND MANAGEMENT
Shareholders
Board of Directors
Corporate Management
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Consolidated Indicators
Investment and Financing
GENERAL INFORMATION
Regarding Shareholders and
the Board of Directors
Subsidiaries and Associates
FINANCIAL STATEMENTS
Consolidated Financial Statements
Material Events
Statement of Responsibility
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INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
ANNUAL REPORT
2014
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
CONTENTS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
7
INTRODUCTION
8
Company Details
10
13
THE COMPANY
14
History
16
18
Regional Presence
24
Business Units
28
Creation and Development of Owned and Licensed Brands
34
37
38
Shareholders
40
Board of Directors
42
44
Regional Management
45
Corporate Structure
46
Training Our People
GENERAL INFORMATION
49
PERFORMANCE
50
52
Material Events
57
GENERAL INFORMATION
PERFORMANCE
58
Regarding Shareholders and the Board of Directors
60
71
74
154
Material Events
160
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
8
| FASA 2014 Annual Report
COMPANY DETAILS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
9
9
LEGAL NAME
Farmacias Ahumada S.A.
DOING BUSINESS AS
FASA S.A.
CHILEAN TAX ID
INTRODUCTION
Company Details
93,767,000-1
THE COMPANY
History
Regional Presence
Business Units
Publicly Held Corporation
TYPE OF ENTITY
INCORPORATION
Resolution Nº 309-S issued by the Superintendency of Insurance
Companies, Corporations and Stock Exchanges on November 29,
1977, and published in the Official Gazette on January 16, 1978,
approved the Company and its bylaws as evidenced in the public
instrument dated November 28, 1977, legalized by the Santiago Public
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Notary Mr. Álvaro Bianchi Rosas.
COMPANY REGISTRATION
The Company was registered on page 310 number 167 of the
Santiago Commercial Registry in 1978.
LEGAL ADDRESS
PERFORMANCE
GENERAL INFORMATION
Material Events
Miraflores 383, floor 6, Santiago.
TELEPHONE
FAX
56-2-2222 1122
56-2-2661 9410
WEBSITE
www.fasa.cl
DATE OF SECURITIES REGISTRATION
October 15, 1997
SVS REGISTRATION NUMBER
629
TICKER SYMBOL
FASA
INDEPENDENT AUDITORS
KPMG Auditores Consultores Limitada
INVESTOR RELATIONS CONTACT
[email protected]
10
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
LETTER FROM THE
CHAIRMAN
Farmacias Ahumada became
part of Walgreens Boots Alliance,
a world leader in health and
wellbeing.
11
11
Dear FASA shareholders:
With great pleasure I present the annual report for Farmacias
As of December 31, 2014, we had 1,480 stores after adding 180 new
Ahumada (“FASA” or “the Company”). This report details our
locations during 2014, an increase of 13,8%, mainly through the
performance in 2014, a year marking a major milestone in the history
acquisition of Farmacias ABC in Mexico. Thus, we ended 2014 with
of our organization. Farmacias Ahumada was acquired by Alliance
1,023 stores in Mexico, 442 in Chile and 15 in Brazil.
Boots, currently Walgreens Boots Alliance, following the strategic
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
partnership between Alliance Boots and Walgreen Co., the largest
Consolidated revenues for the year ended December 31, 2014, totaled
drugstore chain in the USA.
Ch$ 942,014,333,000, in comparison with Ch$ 845,134,550.000 for
the previous year, an increase of 11.5% or Ch$ 96,879,783,000.
We are very supportive of the integration between Walgreens Boots
Alliance and our Company and are sure that the process will be
With 70.1% of our pharmacies and 71.3% of our customers outside
smooth, since both organizations share a commitment to improve
Chile, 58.2% of consolidated revenues for the year came from foreign
the health of the local communities that we serve and to help our
operations.
customers and patients look and feel better.
The year 2015 will provide us with many challenges and opportunities.
Some of the most important developments for FASA in 2014 include:
However, we still believe in our ability to remain market leaders. With
a new owner, we will continue working with the same care and
Our Mexican subsidiary, Farmacias Benavides S.A.B. de C.V., acquired
dedication for which we are known in order to generate value for our
99.99% of Farmacias ABC México S.A. de C.V. in June. This acquisition
customers, shareholders and employees.
completed our regional expansion plans for the Mexican market that
started a few years ago.
Finally, I want to thank our shareholders, employees, suppliers and,
above all, our valuable customers for their trust and support.
Alliance Boots acquired 99.39% of the Company in August through
a takeover bid. After a second bid in December, which finished
in January 2015, 99.41% of shareholders accepted the offer.
Furthermore, Alliance Boots acquired 96.55% of Farmacias Benavides
PERFORMANCE
S.A.B. de C.V. in Mexico following a takeover bid in December.
GENERAL INFORMATION
December 31, thereby creating the new company Walgreens Boots
Material Events
Finally, Walgreen Co. finalized its merger with Alliance Boots on
Alliance, which is indirectly the new majority shareholder of the
Company. As a result of these transactions, Farmacias Ahumada
became part of Walgreens Boots Alliance, a world leader in health
and wellbeing.
Juan Guerra
Chairman
Throughout 2014 we have maintained our spirit of growth and
continuous improvement with an important focus on strengthening
our business after an ambitious expansion process. The market
challenges us to be more productive and competitive, to reduce
costs, and—most importantly for our customers—to offer a wider
range of quality products.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
THE COMPANY
14
HISTORY
1999
Falabella S.A.C.I. became
a shareholder of FASA—
AIG became a shareholder acquiring a 20% stake in
the Company—and
of FASA acquiring a 10%
Latin Health Care Fund,
stake, although FASA
a US Investment Fund,
was still a privately held
acquired a 7.7% stake.
company. On December
Both transactions were
4, 1997, shares in
Farmacias Ahumada were performed through a
capital increase carried out
offered on the Santiago
Stock Exchange through a on the Santiago Stock
Exchange, which
capital increase
increased FASA's capital by
of approximately US$21
US$49 million.
million, which raised the
number of shareholders
from 11 to 256.
1997
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
1992
1969
The first store in the
Farmacias Ahumada
chain was opened.
National expansion in
Chile began by opening
the first pharmacy in the
Fifth Region.
2001
A 15% stake in Boticas
FASA in Peru was acquired
bringing the total holding
to 100% of this company,
and a further 17% was
acquired in CNG Chile.
PERFORMANCE
GENERAL INFORMATION
Material Events
1977
"Farmacias Ahumada
S.A." is formed as
a privately held
corporation.
1996
Boticas FASA S.A. was
launched, which started
to develop a chain of
pharmacies in Peru.
1998
2000
FASA acquired 50% of
The subsidiary
Compañía Nutrición
Administradora
General (CNG),
de Beneficios
which markets GNC
Farmacéuticos, ABF S.A. products. FASA and
was formed, to provide AIG Capital acquired
medicine to institutions, 77% of Drogamed,
businesses and
Brazil.
insurance companies.
2002
FASA took control of the
Mexican company Far-Ben
S.A. de C.V. (Farmacias
Benavides) on December
23, through subscribing to
a capital increase in Far-Ben
for US$45 million. FASA
acquired the remainder of
the shares in Compañía
Nutrición General, to bring
its total holding to 100% of
this subsidiary.
15
2007
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
2004
Placement of two series
of electronic bearer
bonds (Series C and D)
for UF2.2 million.
FASA increased its stake
in Farmacias Benavides
S.A.B. de C.V. on April 10
by 2.901%, to bring its
total holding to 71.076% of
this company. FASA sealed
a strategic partnership
with the Euroamérica
Group on June 28, to
create the company
Inmobiliaria Avantuen in
which Inmobiliaria FASA
S.A. owns 49% while
Euroamérica owns 51%.
The partnership aims
to develop shopping
centers, strip centers and
commercial shops, where
our chain will have an
important presence.
2009
FASA sold its entire stake
in the associate Pharma
Genexx to Inversiones
Opko Limitada on
October 2.
On December 13,
the entire stake in the
associate Inmobiliaria
Avantuen S.A. was
sold to Compañía de
Seguros Corpvida S.A.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
2005
Farmacias Benavides
incorporated 26
pharmacies from
Farmacias El Fénix
S.A. de C.V., in which
Farmacias Benavides
held a 50% stake.
2008
2013
2011
FASA acquired a
further 24.55% stake in
Farmacias Benavides
S.A.B. de C.V. in January,
to bring its total holding
to 95.62% of this
subsidiary. Series E and
F Bonds were placed
on May 15 and 19 for
UF4 million, in order to
refinance its Series C and
D Bonds and purchase
24.55% of Farmacias
Benavides S.A.B. de C.V.
2010
Grupo Casa Saba
acquired 98.7% of the
Company through a
takeover bid.
2012
FASA continued to expand
its chain of pharmacies and
strengthen the development
of product lines such as
Nativa, FarmaRebajas, GNC
and Guapa. The latter is
marketed in Chile and
Mexico.
FASA sold its Peruvian
subsidiaries, Farmacias
Peruanas S.A. and
Droguería La Victoria
S.A., in January. FASA
acquired 99.9% of the
Brazilian subsidiary Casa
Saba Brasil Holdings
Ltda. in August.
2014
Alliance Boots
acquired 99.39% of
the Company on
August 11. Farmacias
Benavides acquired
Farmacias ABC in
June. On December
31, Walgreens Boots
Alliance became the
new indirect controller
of the Company.
16
WALGREENS BOOTS ALLIANCE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
The Walgreens Boots Alliance
was created through the merger
of Walgreens and Alliance
Boots in December 2014.
17
It is with great pride that we welcome our new controller, Walgreens
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Boots Alliance. The company, which is a publicly held corporation
incorporated under the laws of the State of Delaware, owns various
businesses that manufacture, sell and distribute pharmaceutical products.
Walgreens operates 8,206 drugstores in 50 states in the United
States, providing consumer goods and services, pharmaceuticals,
photography, health and wellbeing products.
Boots has been in business for over 160 years, with stores in various
locations across Great Britain offering health, personal care and
cosmetics products. The Boots loyalty program has 17.8 million regular
users. Its scope reaches beyond the shores of Great Britain and includes
countries such as Norway, Lithuania, the Netherlands and Thailand.
The Walgreens Boots Alliance was created through the combination
of Walgreens and Alliance Boots in December 2014. This transaction
brings together iconic global brands and a heritage of trusted healthcare
services through pharmaceutical wholesaling and community
pharmacy care, dating back more than 100 years. Its purpose is to help
customers across the world lead healthier and happier lives.
The Company, with a presence in more than 25 countries, employs
GENERAL INFORMATION
over 370,000 people and is the largest retail pharmacy, health and
Material Events
Its wholesale network has 340 distribution centers that deliver to over
daily living destination in the USA and Europe. It boasts over 12,800
stores in 11 countries.
180,000 pharmacies, doctors, health centers and hospitals each year
in 19 countries.
It is the largest purchaser of prescription drugs and many other health
and wellbeing products. The company’s size and expertise will help us
to expand the supply, and address the rising cost of, prescription drugs.
The creation of Walgreens Boots Alliance provides an opportunity
to further accelerate the development of a fully integrated, global
platform for the future to provide innovative ways to address health
and wellness challenges. Our company is well positioned to expand
customer offerings in existing markets and become the health and
wellbeing partner of choice in emerging markets.
18
REGIONAL PRESENCE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
1,537
TOTAL SALES (USD MILLIONS)
19
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
MEXICO
CHILE
BRAZIL
GENERAL INFORMATION
ANNUAL SALES (USD THOUSANDS)
Material Events
892,490
643,049
1,392
20
MEXICO: FARMACIAS BENAVIDES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
12,097
1,023
162
21
230,825
185
111,314
8,076
Annual sales (MX$ millions)
Number of pharmacies
Openings in the period
Closures in the period
Sales area (M2)
Number of cities covered
Customers served (thousands)
Employees
Farmacias Benavides was acquired by FASA in late 2002, when it had
523 stores.
The plan to open new stores continued in 2014, going from 882
pharmacies in 2013 to 1,023 in 2014, an increase of 14.0%. This
resulted in an increase in our sales floor area of 24,065 m2, or 10%
more than 2013, ending the year with a total of 230,825 m2. These
openings required a total investment of MX$ 65.7 million.
An important development in 2014 was the acquisition of the
Farmacias ABC chain, with 138 branches. This brought total coverage
to 22 states and 185 cities, bringing us closer to customers in Jalisco,
Baja California, Sonora, Mexico State and the Federal District.
21
ACTIVITIES AND PROJECTS
We have continued to strengthen projects launched in previous years,
such as Home Services and Clinics, we are also developing two new
projects: Smart Benefits Card and Great People - Platinum Card.
Smart Benefits Card.
INTRODUCTION
Company Details
A loyalty program to benefit our customers by accumulating points
THE COMPANY
History
Regional Presence
Business Units
personalized discounts for our customers.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
By the end of 2014, both loyalty programs had over 3 million members.
for each purchase at our stores, which can be redeemed for any item
in our stores at a later date. The cards can also be used to provide
Great People - Platinum Card.
A sales card for the general public that provides exclusive promotions
on medicines from laboratories registered with the "Great People"
program. It also provides other benefits, such as life insurance and
ambulance services.
PERFORMANCE
GENERAL INFORMATION
Material Events
NUMBER
OF STORES
1023
2014
882
2013
2012
2011
2010
772
746
723
SALES FLOOR
AREA
AVERAGE
TICKET
(Thousands of m2)
(Mexican pesos)
230.8
2014
2013
2012
206.8
184.9
109
2014
100
2013
94
2012
2011
179.4
2011
2010
177.1
2010
87
78
22
CHILE: FARMACIAS AHUMADA
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
394,137
442
46
8
63,389
102
46,680
3,640
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Annual sales (Ch$ millions)
Number of pharmacies
Openings in the period
Closures in the period
Sales area (M2)
Number of cities covered
Customers served (thousands)
Employees
The main business of Farmacias Ahumada is marketing pharmaceutical
products through its pharmacy network. In addition, it sells natural
products, nutritional supplements, beauty products, hygiene and
personal care products and convenience items.
In December 2014 we operated 442 stores in 102 cities across Chile
with coverage from Arica to Punta Arenas. We had a total sales area of
63,389 m2, allowing us to serve over 46 million customers, with our
business concentrated in central Chile. During 2014, we opened 46
new stores and closed 8.
Sales revenue totaled Ch$ 394,137 million, an increase of 8.1% over
2013.
By year end, the Company employed 3,640 people, of which 3,416
worked in pharmacies (including the Special Prescription Laboratory),
264 at head office and subsidiaries and 69 at the Distribution Center.
23
ACTIVITIES AND PROJECTS
As part of the Company's expansion plans, around Ch$ 4,727 million in
investments were made during the year, primarily for store openings
and remodeling as well as several technology projects.
We inaugurated a record number of new stores in 2014 with 46
INTRODUCTION
Company Details
openings under our different retail formats: Farmacias Ahumada,
THE COMPANY
History
Regional Presence
Business Units
care and other general goods. The third format is a new discount
NATIVA, FarmaRebajas and GNC. NATIVA is a perfume shop without
gondola shelving that offers beauty products, baby products, personal
drugstore targeting a broader population segment. Finally, our
Chilean operations include a franchise of the GNC brand, which has
allowed us to develop full size stores that sell only nutrition products
and nutritional supplements. This year new projects were completed
that bring us even closer to our customers and their varied needs,
always striving to improve quality and service.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
NUMBER
OF STORES
442
2014
404
2013
2012
2011
2010
368
356
343
2014
2013
SALES FLOOR
AREA
AVERAGE
TICKET
(Thousands of m2)
(Chilean pesos)
63.4
61.7
8,065
2014
7,195
2013
2012
59.8
2012
2011
58.5
2011
2010
57.7
2010
6,390
6,066
5,815
24
BUSINESS UNITS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
25
FASA has developed a successful business model, which has been
universally applied and adjusted to each country as needed. This
model includes attractive retail formats that bring customers closer,
and offers a wide range of medicines and health, hygiene and
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
personal care products. We have become an attractive choice, and
provide comprehensive solutions that meet consumer needs.
We have supplemented this model by continuously introducing new
services that add value to our existing product offering.
We have also introduced and developed our own brands and various
exclusive brands, in order to ensure profitability and differentiation.
26
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Pharmacy
Beauty and
Personal Care
GNC and
Natural Products
27
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
General
Goods
Baby
Photography
28
CREATION AND DEVELOPMENT OF
OWNED AND LICENSED BRANDS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
The goal is to provide
our customers in
Latin America with
quality brands that
improve their health
and wellbeing at the
best price.
29
Over
150
A key strategy to improving profitability and the contribution of our
business model is the development of our owned and licensed
brands. We are constantly creating and seeking new brands in
categories that include OTC, RX, beauty, personal care and baby, by
specialized
suppliers
evaluating market trends and identifying real value propositions for
our customers. These products gain reputation and thereby generate
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
differentiation.
A team of professionals searches for new products, analyzes the
opportunities in various markets and selects manufacturing companies
that compete in quality and cost with the large multinationals, thus
meeting our customers’ requirements.
The goal is to provide our customers in Latin America with quality
brands that improve their health and wellbeing at the best price.
We have developed a network of over 150 global specialized
suppliers using a process that certifies good manufacturing practices
Important exclusive brands include "GNC" (market leader in vitamin
and quality control.
and mineral supplements), "Neoalledryl" (antihistamines), "Vigorex"
(genito-urinary products), "Dolostat" (anti-inflammatories) "CareSens
We benefit from economies of scale due to our strong presence
N" (Korean glucose meter), "Prudence" and "Trojan" (market leaders
in Latin America. We are currently supplied by manufacturers from
in condoms in Brazil and the USA), "Lierac" (French luxury dermo-
different parts of the world, such as Mexico, Chile, Argentina, USA,
cosmetics, recognized for anti-aging and body treatments) "ROC"
Korea, China, England, Canada, etc. And our customers benefit at
(dermo-cosmetics, expert in anti-aging and anti-cellulite products);
PERFORMANCE
our pharmacies by finding the best value proposition at competitive
"Phyto" (market leader in haircare and dermo-cosmetics in France);
prices compared to global and local brands.
"Nuk" (market leader in baby accessories); "Lee Stafford" (leading
GENERAL INFORMATION
Options, our own global brand, reported increased sales during 2014.
Material Events
British cosmetic haircare brand).
This brand includes baby products such as diapers, accessories, wet
During 2014 Farmacias Ahumada exclusively imported two prestigious
wipes, etc., and beauty products like makeup, creams and cosmetic
makeup brands: "Rimmel", which is the top brand in England, and
accessories.
"Wet n Wild", which is an excellent value brand with a strong presence
in the USA.
The other foundation for this strategy is to provide licensed or
exclusive brands, which are reputable and high quality brands within
Another important project during this year was the launch of
their categories and have already established a substantial market
Creightons. This brand focuses on hair and body care with excellent
presence.
quality products, aromas and attractive packaging.
30
OWNED AND
LICENSED BRANDS
CONSUMER
Personal care products with exquisite fragrances.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
German baby product brand,
dedicated to finding solutions
for parents to contribute to the
development of their children.
Material Events
Accessories, textiles
and fragrance products
based on the Flintstones
for boys and girls.
31
French luxury dermo-cosmetic brand to combat skin
aging.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
The London make-up
brand always at the
forefront of trends.
Wide variety of personal care
products.
FRESCURA NATURAL PARA TU PIEL
English brand of personal
care products such as soaps,
creams and hair products.
Innovative English brand of
professional quality haircare
products.
A make-up brand imported directly from Los Angeles, USA, putting the
latest fashion trends within everyone's reach.
32
OWNED AND
LICENSED BRANDS
PHARMACEUTICAL
A complete range of nutritional supplements.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Recognized brand of Brazilian
condoms, which ranks second
in the Chilean and Brazilian
markets.
Material Events
A range of antiinflammatory-analgesics
(Ibuprofen), in various
formats for family care.
33
A brand that unites the best properties of honey and propolis and
strengthens the body's defense system.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
A range of bio-equivalent
antihistamines that are
manufactured locally
to high standards and
proven effectiveness.
Korean blood glucose
monitoring devices, globally
certified as accurate and
reliable.
PERFORMANCE
GENERAL INFORMATION
Family of analgesics and
antipyretics (Paracetamol
bio-equivalents) developed for
fever and cold relief.
A high-tech pregnancy test
that is easy to use and very
sensitive, to ensure a reliable
result.
Material Events
Antiseptic and
germicide, effective
against mild mouth and
pharynx infections and
manufactured according
to international standards.
Vitamin C brand
manufactured to GMP
standards, aimed at
reducing influenza in adults
and children.
34
CORPORATE SOCIAL RESPONSIBILITY
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Thanks to the change
voluntarily contributed by our
customers, we raised Ch$ 148
million, which enabled the
foundation to provide zero-cost
care throughout the country.
35
CHILE
We have formed an alliance with Fundación Arturo Lopez Perez—a
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
charitable comprehensive cancer clinic—to support the prevention,
early detection, diagnosis and treatment of cancer in low-income
segments of the population. The campaign "Your Change is Valuable"
was born from this alliance.
Through customer donations of their change at checkout, we raised
Ch$ 148 million in 2014, helping provide zero-cost care throughout
the country. During 2014, 1,900 mammograms were performed,
benefiting the following locations: Valparaíso, Rancagua, Talca, La
Serena, Coquimbo, Paipote, Copiapó, Osorno, Valdivia, Cerrillos,
Temuco and Los Ángeles. We also partially or totally financed
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
treatments for qualifying low-income patients.
MEXICO
Farmacias Benavides has a strong commitment to associations that
support important causes, and we have developed several social
responsibility programs involving our employees, suppliers and
customers.
GENERAL INFORMATION
These programs include the "Rounding Program", which supports
causes aimed at health and related areas. Thanks to contributions
from our customers, we raised MX$ 369,000, which were donated to
Material Events
Fundación Ale, Casa Azul, Un Solo San Pedro and INCan.
Medicine donations were sent to Casa Mi Ángel, Cáritas de Monterrey
and DIF Municipal Durango with the aim of getting our medicines to
the communities that need them most. We also donated more than a
thousand articles to "DonaMedicamentos.org", who supplied this aid
to the victims of Hurricane Odile, in southern Baja California.
Another of our support programs is Carrera Benavides. The race was
a huge success, raising enough funds to finance 20 reconstructive
surgeries, provided through Fundación Alma, for breast cancer
survivors.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
OWNERSHIP AND
MANAGEMENT
38
SHAREHOLDERS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
The Company's structure
enabled us to successfully
face the challenges in 2014.
39
CONTROLLER
OWNERSHIP AND CONTROL
SHARES
The Company is controlled by Alliance Boots Chile SpA, which is a
As of December 31, 2014, the total number of nominative, single-
simplified corporation incorporated in Chile. Through Alliance Boots
series common shares, with no par value, subscribed and paid is
Latin America Limited, this company is 100% owned by and indirectly
1,500,000,000.
controlled by Alliance Boots GmbH, a private limited liability company
INTRODUCTION
Company Details
incorporated in Switzerland, which in turn is controlled by Walgreens
At the extraordinary shareholders' meeting held on May 17, 2013,
Boots Alliance Inc., a Delaware (USA) corporation.
shareholders approved a proposal to increase capital by Ch$
180,000,000,000 through a rights issue of 670,000,000 new shares.
Shareholders also agreed to authorize the board to calculate the final
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
placement price for these shares in accordance with Article 23 of the
Corporate Regulations, and to select the markets and methods for this
placement. Subsequently, at the extraordinary shareholders' meeting
held on November 8, 2013, shareholders approved a proposal to
extend only once the deadline of 180 days for the board to calculate
the final placement price. As of December 31, 2014, there have been
no new agreements on this matter.
As of December 31, 2014, 82 shareholders are registered in the
Company's shareholder registry. (*)
FASA SHAREHOLDER REGISTRY
AS OF 12/31/2014
CHILEAN TAX ID
SHARES AS OF
12/31/2014
%
PERCENTAGE
76378831-8
1,490,833,059
99.39%
BANCO DE CHILE ON BEHALF OF NON-RESIDENT THIRD PARTIES
97004000-5
4,474,685
0.30%
LARRAIN VIAL S A CORREDORA DE BOLSA
80537000-9
546,739
0.04%
4461742-0
452,130
0.03%
INDIVIDUAL/COMPANY NAME
ALLIANCE BOOTS CHILE SPA
WALKER ARANGUA JUAN RICARDO
BANCHILE C DE B S A
96571220-8
428,775
0.03%
SANTANDER S A C DE B
96683200-2
394,759
0.03%
CONSORCIO C DE B S A
96772490-4
300,829
0.02%
84177300-4
239,894
0.02%
48069498-8
216,190
0.01%
BTG PACTUAL CHILE S A C DE B
BELLINI CARL
UNDURRAGA ABBOTT CLAUDIO
BOLSA DE COMERCIO DE SANTIAGO BOLSA DE VALORES
CAVAGNARO SANTA MARIA ELSA XIMENA
12 majority shareholders
Other shareholders
TOTAL
4429528-8
174,790
0.01%
90249000-0
147,060
0.01%
5279991-0
142,050
0.01%
1,498,350,960
99.89%
1,649,040
0.11%
1,500,000,000
100.00%
(*) As reported by the Superintendency of Securities and Insurance (SVS) in Official Ruling Number 3852 dated February 20, 2015, and considering
additional information available and reported in the extraordinary shareholders' meeting held on February 24, 2015, that approved the voluntary delisting
of FASA shares in the Securities Registry maintained by the SVS and the Chilean stock exchanges, the total number of FASA shareholders on February 13,
2015, ranged between 184 and 194, including those shareholders whose shares were held in custody by the corresponding authorized entities.
40
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
BOARD OF DIRECTORS
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
According to its bylaws,
is managed by a board of
directors composed of seven
members, who are elected for
three-year periods and may be
re-elected.
41
THE BOARD OF DIRECTORS IS
AS FOLLOWS (*):
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Juan José Ricardo Guerra
Chairman
Italian passport YA2715221
Certified Public Accountant
Appointment date:
August 11, 2014
Marcello Ferrari
Director
Management Engineer
Appointment date:
August 11, 2014
Dean Thompson (**)
Director
British passport 508088944
Bachelor of Science
Appointment date:
October 29, 2014
Resignation date:
February 25, 2015
Marc Dench
Director
Appointment date:
August 11, 2014
Michele Antonio Ingravallo
Director
Professor of Science, Mathematics
and Technology
Appointment date:
August 11, 2014
(**) Mr. Dean Thompson is replaced by:
Elizabeth Fagan
Director
Biochemist
Appointment date:
February 25, 2015
THE BOARD OF DIRECTORS WAS
AS FOLLOWS UNTIL AUGUST 11, 2014:
Manuel Saba Ades
Chairman
Mexican passport G07598123
Businessman
Re-election date:
April 30, 2014
Alberto Isaac Saba Ades
Director
Businessman
Re-election date:
April 30, 2014
Joaquín López Dóriga López
Ostolaza
Director
Mexican passport 07320002903
Bachelor of Economics
Re-election date:
April 30, 2014
Pedro Alejandro Sadurni Gómez
Vice Chairman
Re-election date:
April 30, 2014
Marco Vera Olvera
Director
US passport 422308926
Re-election date:
April 30, 2014
Stephen Martin Clifford
Director
US passport 467475742
Appointment date:
April 30, 2014
Julián Silva Brisset
Director
Chilean ID: Foreigner
Business Administration
Appointment date:
April 30, 2014
* As of December 31, the Company has 5 directors, and the appointment of 2
directors is pending.
( )
42
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
CORPORATE MANAGEMENT
ORGANIZATIONAL STRUCTURE
BOARD OF DIRECTORS
DEAN THOMPSON
Executive Director
PERFORMANCE
GENERAL INFORMATION
Material Events
MARCELO WEISSELBERGER A
Chief Executive Officer
FASA Chile
JOSÉ LUIS ROJAS T.
FASA Mexico
JUAN ALONSO GARCÍA H.
FASA Brasil Distrilife
GÜNTHER GOECKE F.
Corporate Finance and
Administration Director
PATRICIO LIRA K.
Corporate Logistics and
Systems Director
MARIO PERALES J.
Corporate Legal Director
BENIGNO SEGOVIA M.
Corporate Human
Resources Director
43
KEY
EXECUTIVES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
DEAN THOMPSON
Executive Director
Bachelor of Science
Appointment date: December
2014
Employed by FASA since:
December 2014
GÜNTHER GOECKE F.
Corporate Finance and
Administration Director
Chilean ID: 8.767.035-K
Appointment date: April 2011
Employed by FASA since: July
2003
PATRICIO LIRA K.
Corporate Logistics and Systems
Director
Industrial Engineer
Chilean ID: 8.494.420-3
Appointment date:
May 2006
November 1999
MARIO PERALES J.
Corporate Legal Director
Doctor of Law
Appointment date:
May 2011
Employed by FASA since: April
2003
BENIGNO SEGOVIA M.
Corporate Human Resources
Director
Bachelor of Computer Systems,
MBA
Appointment date:
November 2011
February 2003
COMPENSATION OF
KEY EXECUTIVES
BONUS PLANS
During 2014, the fixed gross compensation paid to
FASA has an annual variable bonus based on
key Company executives was Ch$ 2,451,828,747 and
meeting targets set by senior management, to
variable compensation totaled Ch$ 829,699,334.
encourage and retain our executives.
Likewise, for 2013, fixed gross compensation was
Ch$ 2,259,464,290 and variable compensation
totaled
Ch$
565,312,338.
This
includes
the
compensation paid to executives who have left the
Company.
TERMINATION BENEFITS
DISTRIBUTION OF
HUMAN RESOURCES
As of December 31, 2014, the personnel at FASA and
its related companies was distributed as follows:
During 2014, Ch$ 86,477,734 was paid in termination
benefits based on years of service.
CORPORATE
MANAGEMENT
FASA
CHILE
FASA
BRAZIL
FASA
MEXICO
TOTAL
Executives
5
7
1
8
21
Head Office and Distribution Center
0
326
15
603
944
Pharmacies and Prescription Centers
0
3,416
42
7,733
11,191
Total
5
3,749
58
8,344
12,156
44
REGIONAL MANAGEMENT
CHILE
SENIOR MANAGEMENT
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MARCELO WEISSELBERGER ARAUJO
Business Engineer
10.032.623-K
Chilean
Appointment date: November 1, 2008
MIGUEL FARAH NEMTALA
Operations and Real Estate Development Manager
Pharmaceutical Chemist
8.481.178-5
Bolivian
Appointment date: April 1, 2008
GERARDO SILVA REYNOSO
Financial Control Manager
MARCO CORTÁZAR GARCÍA
Information Systems Director
23.535.639-2
Mexican
Systems Engineer
COGM600508116
Mexican
Appointment date: September 1, 2011
MEXICO
SENIOR MANAGEMENT
ANTONIO VERGARA ALCARAZ
Commercial Director
VEAA590426AIA
Mexican
Appointment date: June 1, 2011
ÁLVARO BRITO PONS
Pharmaceutical and Institutional Sales (ABF)
Division Manager
Business Engineer
11.242.857-7
Chilean
Appointment date: August 1, 2010
JOSÉ ROJAS TOLEDO
Passport: G07522442
Mexican
AÍDA MARCELA VALDEZ FAZ
Finance and Administration Director
VAFA750717S95
Mexican
Appointment date: December 1, 2014
ALEJANDRO VILCHES BARROS
Consumer and Marketing Division Manager
Industrial Engineer
9.968.272-8
Chilean
Appointment date: December 1, 2010
EDUARDO FERNÁNDEZ PADILLA
Real Estate Development Director
Bachelor in International Trade
FEPE7504219Y7
Mexican
PEDRO ELIZONDO PÉREZ
Efficient Logistics Center Director
Industrial and Systems Engineer
EIPP750724GJ9
Mexican
Appointment date: September 1, 2011
JAIME PALMA GUTIÉRREZ
Information Systems Manager
Civil Engineer
8.940.800-8
Chilean
Appointment date: April 1, 2009
MANUEL GARCÍA GARCÍA
Northern Sales Director
Preparatory Diploma
GAGM580427LP2
Mexican
Appointment date: May 1, 2013
SEBASTIÁN GOYCOOLEA PRADO
Logistics Manager
Civil Engineer
8.394.491-9
Chilean
Appointment date: June 1, 2013
MARCO GARCÍA HERNÁNDEZ
Central Sales Director
GAHM6006263A3
Mexican
Appointment date: May 1, 2013
BRAZIL
SENIOR MANAGEMENT
JUAN ALONSO GARCÍA HUITRÓN
Bachelor of Business Administration
Passport: G033652010
Mexican
Appointment date: October 8, 2012
45
CORPORATE STRUCTURE
FARMACIAS AHUMADA S.A.
INTRODUCTION
Company Details
100%
FASA Chile S.A.
100%
FASA Investment Ltda.
THE COMPANY
History
Regional Presence
Business Units
100%
Farmacias Ahumada
Internacional S.A.
100%
Exportadora Regional
del Norte S.A. de C.V.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
100%
Laboratorios
MDK S.A.
100%
ABF, Administradora de Beneficios
Farmacéuticos S.A.
95.6%
Farmacias Benavides
S.A.B. de C.V.
100%
Compañia de Nutrición
General S.A.
100%
Inversiones Internacionales
Inverfar S.A.
100%
Droguería, Distribuidora
y Logística DLI S.A.
100%
Distrilife Distribuidora Atacadista
de Suplementos Alimenticios Ltda.
GENERAL INFORMATION
100%
Administradora
FASA S.A.
100%
Comercializadora
y Distribuidora BF S.A.
100%
Comercial
Farmacéutica S.A.
Material Events
100%
Inmobiliaria
Gestión Punto Retail S.A.
This corporate structure is a simplified diagram, giving the percentages
of each company owned by FASA, not the direct percentages
between them.
49.0%
Inmobiliaria
Avantuen S.A.
49.0%
Inmobiliaria
Faster S.A.
46
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
TRAINING OUR PEOPLE
Farmacias Ahumada is concerned for the continued development of
During the second half of the year we presented a training program
its employees. During 2014 we provided over 37,000 hours of training,
developed specifically for the Special Prescription Laboratory team,
involving 2,555 employees throughout Chile, using classroom lessons
designed to encourage all to achieve a common goal, while sharing
and e-learning.
information and knowledge.
During the first half of the year we launched an e-learning course
Finally,
entitled "Code of Ethics", which was directed to all staff at the Head
administrative staff at the Head Office, due to the organizational
Office, the Special Prescription Laboratory and the Distribution Center.
changes experienced during the last year. They participated in the
Likewise, we presented the course "Policies of Fair Competition",
course "Positive Psychology Applied to Work", which impacts work at
directed principally to staff in sales departments. Both courses were
a personal, group and corporate level, and encouraged reflection on
designed to strengthen our commitment to ethical conduct, based
how work can be a source of growth and wellbeing. Furthermore, 70
on professionalism, moral integrity, loyalty and respect for individuals.
scholarships were awarded to top-performing staff within this same
a
training
program
was
developed
specifically
for
target group to fund English classes and provide them with tools to
In addition, we continued with the specialization program for store
staff working with dermatology products, exclusive brands and
GNC, strengthening their expertise in these matters, and focused on
continuously improving our services. In addition, we provided training
days for auxiliary pharmacy staff, encouraging career development
for these employees.
better understand this language.
47
FASA 2014 CONVENTION
"MAKE IT HAPPEN"
The first FASA Convention "Make It Happen" was held at the Termas
de Puyehue Hotel near Osorno on March 20-22. Here we specially
recognized the best performing pharmacists and sales staff. This
experience was very enriching for the lucky participants. They also
heard presentations from our key executives on our corporate
INTRODUCTION
Company Details
strategy for 2014.
THE COMPANY
History
Regional Presence
Business Units
interact with our executives, pharmacists and sales staff, helping
The event also featured a commercial gallery, where suppliers could
them to understand their products and clarify any doubts.
It was also an opportunity for participants to engage in professional
and leisure activities and be rewarded for their hard work. We
reinforced teamwork and fostered enthusiasm and creativity
among all participants, reminding them that targets can always be
reached, and fulfillment depends on each individual’s hard work and
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
commitment to “Make it Happen”.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
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Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
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Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
PERFORMANCE
50
CONSOLIDATED
INDICATORS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
NUMBER OF
EMPLOYEES
(Number of employees in thousands)
12.2
2014
11.8
2013
10.4
2012
9.4
2011
10.2
2010
Material Events
CONSOLIDATED
SALES
(Thousands of Chilean pesos)
942.0
2014
2013
2012
845.1
765.3
2011
744.8
2010
735.1
51
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
NUMBER
OF STORES
1,480
2014
1,300
2013
AVERAGE
TICKET
(Thousands of m2)
(Chilean pesos)
295.8
2014
268.9
2013
1,140
2012
SALES FLOOR
AREA
2012
244.7
2012
1,102
2011
237.9
2011
2010
1,066
2010
234.8
2010
INVESTMENTS
PROFIT
AFTER TAX
5,526
2013
2011
Material Events
5,962
2014
4,868
4,570
4,216
EBITDA
11.5
2014
17.2
2013
2012
6.9
7.2
2011
2010
5.4
-11.9
2014
15.8
2013
23.4
2012
2011
2010
9.1
-3.0
30.8
2014
2013
38.5
2012
36
35.1
2011
2010
23.9
52
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INVESTMENT
AND FINANCING
During 2014, investment
reached Ch$ 11,545 and 158
million customers visited
our pharmacies in
Mexico and Chile.
53
INVESTMENTS
DEBT PROFILE
INVESTMENT POLICY
BONDS ISSUED IN CHILE
FASA's investment program is optimized and aligned to meet the
Farmacias Ahumada S.A. currently has two series of bonds
growth plans for each country, and is designed to fulfill our overall
in Chile, placed on May 15 and 19, 2008. The Series E Bonds
expansion and continuous improvement plans.
were registered under number 531 on April 16, 2008, in the SVS
Securities Registry, for UF4 million, at a nominal interest rate of
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
For these purposes, management has sufficient authority to
4.25% per annum, repayable in 8 years with a 3-year grace period,
make business-related investments, as well as any other directly
and which may be totally or partially prepaid any business day
complementary investment, provided they are aligned with the plans
after May 15, 2009.
approved by the board and the returns sought by our shareholders.
MAJOR INVESTMENTS
PERFORMANCE
GENERAL INFORMATION
Material Events
2008, in the SVS Securities Registry, for UF4 million, at a nominal
interest rate of 4.75% per annum, repayable in 21 years with a
During 2014, investments totaled Ch$ 11,545 million, a decrease of
2-year grace period, and which may be totally or partially prepaid
32% over the previous year.
any business day after May 15, 2013. Both series were classified
Major investments include:
• Opening 71 new stores, 46 in Chile and 25 in Mexico, reaffirming
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
The Series F Bonds were registered under number 532 on April 16,
our commitment to grow our current market share.
• Investments in various technology projects at a local and a corporate
level.
FINANCING
FINANCING POLICY
FASA's financing policy consists of funding its short and long-term
operational investments by effectively managing working capital and
generating its own resources (EBITDA). Long-term investments are
those whose objective is to increase our stake in any subsidiary or
to purchase a new company. To finance these, FASA evaluates the
various instruments available on the financial market including bank
borrowings, public bonds, etc., selecting the one that best suits the
nature of the investment and our cash flow needs.
54
as category BBB by ICR Compañía Clasificadora de Riesgo Ltda.
RISK ASSOCIATED WITH THE GROWING IMPORTANCE
OF INSTITUTIONAL CUSTOMERS IN THE HEALTH CARE
INDUSTRY
FASA must remain within maximum net indebtedness levels
FASA customers include institutions, such as hospitals and health
on a quarterly basis, as established in the bond contracts,
insurance providers (Isapres). The agreements negotiated by Isapres
and measured using its consolidated statements of financial
with certain pharmacy chains produce an important flow of customers.
position, which have already been adjusted to comply with IFRS.
The potential amendment or termination of these agreements could
Furthermore, the financial clauses stipulate that we cannot divest
affect FASA. Moreover, hospitals or other institutional customers
essential assets, such as the brands Farmacias Ahumada and
that change their medicine suppliers or purchase them direct from
FASA and must maintain control over Farmacias Benavides S.A.B.
laboratories could potentially impact the financial performance of the
de C.V.
Company. To mitigate this risk and protect FASA's presence in this
as category A- (stable) by the Rating Agency Humphreys Ltda., as
category BBB+ by Feller Rate Clasificadora de Riesgo Ltda. and
INTRODUCTION
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THE COMPANY
History
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Training Our People
sector, we have strengthened our subsidiary ABF, Administradora de
Series E and F were placed on the Santiago Stock Exchange on
Beneficios Farmacéuticos S.A.
May 15 and 19, 2008. On May 15, 2008, UF1,800,000 were placed
from the E Series at a rate of 4.21% with a spread of 106 basis
points. Moreover, UF2,000,000 were placed from the F Series
RISK ASSOCIATED WITH INTERNATIONAL EXPANSION
AND GROWTH
at a rate of 4.50% with a spread of 95 basis points. On May 19,
2008, an additional UF200,000 were placed from the F Series
The
at a rate of 4.50% with a spread of 100 basis points. Demand
program targeting markets in Mexico and Brazil, which is now in
for both series was high, generating historical Company spread
a consolidation phase. This has enabled us to gain the experience
ranges. The market's broad interest was reflected in the diversity
necessary to decrease the risks of international expansion, while
of investors who took part in the transaction, which included
laying the foundations for growth in these countries. Additionally, it
AFP's, insurance companies, mutual funds, investment funds,
will enable us to enter other countries in Latin America in the future.
banks, stock brokers, portfolio managers and individuals.
The result of this process predominantly depends on the ability of
Company
has
developed
an
international
expansion
our management to adapt our business model to the particular
conditions of our target markets.
PERFORMANCE
GENERAL INFORMATION
Material Events
MARKET RISK FACTORS
COUNTRY SPECIFIC POLITICAL, REGULATORY
AND ECONOMIC RISKS
The main risks to the Company are:
The Company is exposed to regulatory changes that we cannot
RISK OF INCREASING COMPETITION OR THE
EMERGENCE OF ALTERNATIVE CHANNELS
control. Any policy changes in pharmacy regulations that allow
medicine sales through other stores, such as supermarkets, could
affect the Company's revenues. Another regulatory change which
Given the characteristics of our markets, new chains could emerge
could affect FASA is the preference given to generic drugs, as these
or an existing chain may locally or regionally expand. This is
have lower margins. Therefore, FASA partly mitigates this risk by
compounded by the possibility that alternative channels to distribute
incorporating new sales formats that emphasize other products
pharmaceutical products may open up, which could reduce our
types, not just medications, and introducing our own brands and
market share or place greater pressure on margins. However, this risk
exclusive brands.
is partly mitigated by the different store formats currently used by
the Company across various countries, as well as our strong brand
RISK OF CONCENTRATION OF SUPPLIERS
positioning in each one.
There is a market risk due to the concentration of distributors and
wholesalers in Mexico. To mitigate this risk FASA centralizes its
product purchases directly from suppliers or distributors and then
manages distribution logistics through distribution centers.
55
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
RISK RATING
INSURANCE
As of December 31, 2014, the risk rating of Farmacias Ahumada S.A.
We have established an insurance program for FASA and its
was:
subsidiaries that covers a wide range of risks, including inventory,
HUMPHREYS
ICR *
Shares
First Class
Level 4
First Class
Level 4
First Class
Level 4
Outlook
Positive
Stable
Stable
Bonds
BBB+
A-
BBB
In Chile and abroad, FASA and its subsidiaries own various registered
Outlook
Positive
Favorable
Positive
trademarks under which we sell some of our products. In addition, we
* September 2014
PERFORMANCE
GENERAL INFORMATION
Material Events
fires, funds remittances, robbery, civil liability, equipment and losses
FELLER RATE
COMPANY BUSINESS SUMMARY
inflicted by stoppages.
TRADEMARKS AND PATENTS
market products under license from well-known international brands.
The Company has license agreements for trademarks that have
been registered for use in Peru with the business that bought our
CUSTOMERS
operations there.
Over 158 million customers visited our pharmacies in Mexico and
Chile during 2014. Our customer portfolio also includes institutional
customers, such as insurance companies, health insurance providers
(Isapres) and businesses that provide medication benefits to their
REGULATORY FRAMEWORK
members or employees through our subsidiary ABF.
The Company is regulated in Chile by Law 18,045 on the Securities
CONTRACTS
Market and Law 18,046 on Corporations, and must comply with special
regulations contained in the Sanitary Code, in Decree 466 issued by
Most of our contracts relate to the lease of sales outlets for pharmacies
the Ministry of Health dated 1984 regarding the regulations covering
and general services.
pharmacies, drugstores, pharmaceutical warehouses, first aid facilities
and authorized deposits, and Decree 3 issued by the Ministry of Health
SUPPLIERS
dated 2011 that approves the National Control System regulations
governing pharmaceutical products for human use.
We have developed relationships with all the medical production
laboratories in each country, and with other domestic and foreign
product suppliers.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
GENERAL INFORMATION
58
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
REGARDING SHAREHOLDERS
AND THE BOARD OF DIRECTORS
We now have 1,480 stores,
because being close to our
customers is our priority.
59
CHILEAN STOCK MARKET INFORMATION (*)
Publically traded FASA share transactions are as follows:
PERIOD
UNITS
First quarter 2013
Second quarter 2013
INTRODUCTION
Company Details
Third quarter 2013
THE COMPANY
History
Regional Presence
Business Units
Second quarter 2014
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Fourth quarter 2013
First quarter 2014
Third quarter 2014
AMOUNT (Ch$)
AVERAGE PRICE (Ch$)
59,923
40,666,300
680.45
2,040,254
1,632,145,372
443.51
54,523
49,803,663
831.75
200,437
19,309,129
96.66
4,374,202
476,803,719
109.00
6,558,673
1,287,251,189
154.27
1,491,806,543
356,682,393,012
236.62
579,854
137,120,868
236.65
Fourth quarter 2014
(*) Information regarding transactions on the Santiago Stock Market, the Chilean Electronic Stock
Market and Valparaíso Stock Ex-
change.
DIVIDENDS PAID
The last three dividends paid by the Company were as follows:
Payment Date
Year
Type
CH$/SHARE
(HISTORICAL)
NUMBER OF SHARES
May 30, 2012
2011
Final
17.5456
150,000,000
May 30, 2013
2012
Final
46.85893
150,000,000
May 30, 2014
2013
Final
3.16388
1,500,000,000
DIVIDEND POLICY
BOARD COMPENSATION
The Company's general dividend distribution policy for 2014 is to
During 2014, the board was not compensated for its services,
distribute at least 30% of profit for the year, which is the minimum
according to the second transitory article of the bylaws approved at
dividend established by law and the Company bylaws, notwithstanding
the extraordinary shareholders' meeting dated May 17, 2013. The vice
any interim dividends authorized by the board payable out of profit
chairman of the board, Pedro Sadurni, received compensation as an
for the year.
executive of Ch$ 334,475,170.
SUMMARY OF COMMENTS
AND PROPOSALS FROM SHAREHOLDERS
BOARD EXPENSES
No comments or proposals have been received regarding corporate
During 2014, the Board of Directors of Farmacias Ahumada S.A. did
business between January 1 and December 31, 2014 from
not incur any significant expenses.
shareholders that own or represent over 10% of issued shares with
voting rights.
60
SUBSIDIARIES AND ASSOCIATES
CHILE - SUBSIDIARIES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
ABF, ADMINISTRADORA
DE BENEFICIOS
FARMACÉUTICOS S.A.
ADMINISTRADORA
FASA S.A.
COMERCIAL
FARMACÉUTICA S.A.
Type of Entity:
Type of Entity:
Type of Entity:
Privately Held Corporation (Chile)
Chilean Tax ID:
Chilean Tax ID:
Chilean Tax ID:
96.863.980-3
76.031.544-3
76.213.595-7
Address:
Address:
Address:
Miraflores 383, floor 6, Santiago, Chile.
Telephone - Fax:
Telephone - Fax:
Telephone - Fax:
26313835 – 26313834
26313620 – 26613410
26313620 – 26613410
Subscribed and Paid Capital as of
12.31.2014:
12.31.2014:
12.31.2014:
ThCh$1.803.644
ThCh$20,000
ThCh$1,000
% Direct and Indirect Interest
as of 12.31.2014:
as of 12.31.2014:
as of 12.31.2014:
100%
100%
100%
% Investment over Parent Assets:
1.75%
0.40%
-0.07%
Corporate Purpose:
Corporate Purpose:
Corporate Purpose:
Organization, administration and
Establishing private investment funds whose
Purchase, sale, import, export, distribution
development of health systems, particularly
units are not offered to the public and are
and supply of all types of medicines,
systems related to the sale, marketing,
managed at the risk of the private fund
personal hygiene and care products and
distribution and consumption of medicines.
contributors.
others, the provision of pharmaceutical
Board:
Board:
premises, transportation, storage and
Juan José Ricardo Guerra (Chairman),
Directors: Juan José Ricardo Guerra
distribution of goods, marketing of real
Marcelo Weisselberger Araujo
(Chairman), Marc Dench, Marcelo
estate and others.
and Günther Goecke Figueroa.
Weisselberger Araujo
Chief Executive Officer:
and Günther Goecke Figueroa. One
Board:
vacancy.
Alternate Directors: Five vacancies.
Marcelo Weisselberger Araujo and Günther
Goecke Figueroa.
Mauricio Schwartzman Telias.
services, operating chains of commercial
Material Events
61
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
COMERCIALIZADORA
Y DISTRIBUIDORA BF S.A.
COMPAÑÍA DE NUTRICIÓN
GENERAL S.A.
Type of Entity:
Type of Entity:
Chilean Tax ID:
Chilean Tax ID:
76.213.594-9
96.792.260-9
Address:
Address:
Telephone - Fax:
Telephone - Fax:
26313620 – 26613410
26313400 – 26313490
12.31.2014:
12.31.2014:
ThCh$1,000
ThCh$1,107,253
as of 12.31.2014:
as of 12.31.2014:
100%
100%
-0.40%
0.06%
Corporate Purpose:
Corporate Purpose:
Production, preparation, import, export,
and supply of all types of personal hygiene
purchase, sale, distribution and in general
and care products, cosmetics, perfumes
marketing in any form of all types of
and pharmaceutical products, and others,
pharmaceutical, dietary, alimentary,
the provision of pharmaceutical services,
homeopathic and organic products.
operating chains of commercial premises,
transportation, storage and distribution of
Board:
goods, marketing of real estate and others.
Board:
Goecke Figueroa.
Marcelo Weisselberger Araujo.
Goecke Figueroa.
62
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
DROGUERÍA,
DISTRIBUIDORA
Y LOGÍSTICA DLI S.A.
FASA CHILE S.A.
FASA INVESTMENT
LIMITADA
Type of Entity:
Type of Entity:
Type of Entity:
Limited Liability Company (Chile)
Chilean Tax ID:
Chilean Tax ID:
Chilean Tax ID:
96.860.090-7
96.809.530-7
96.969.830-7
Address:
Address:
Address:
Avenida Los Vientos 19.867, Ciudad de Los
Valles, Pudahuel, Santiago, Chile.
Telephone - Fax:
Telephone - Fax:
Telephone - Fax:
26313620 – 26613410
26313620 – 26613410
23355400 – 23555452
12.31.2014:
12.31.2014:
12.31.2014:
ThCh$2,016,794
ThCh$81,291,829
ThCh$1,731,307
as of 12.31.2014:
as of 12.31.2014:
as of 12.31.2014:
100%
100%
100%
8.31%
50.66%
0.93%
Corporate Purpose:
Corporate Purpose:
Corporate Purpose:
Investing in tangible and intangible,
Production, purchase, sale, distribution and
and supply of all types of medicines,
domestic and foreign real estate and
in general, marketing of pharmaceutical,
personal hygiene and care products and
personal property.
cosmetic and toiletries products, and
others, the provision of pharmaceutical
providing storage, distribution, supplies and
services, operating chains of commercial
Board:
other services, for itself or on behalf of third
premises, transportation, storage and
parties.
distribution of such goods, and the
purchase, sale, lease and administration of
Goecke Figueroa.
real estate property.
Board:
Board:
Goecke Figueroa.
Goecke Figueroa.
63
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INMOBILIARIA GESTIÓN
PUNTO RETAIL S.A.
INVERSIONES
INTERNACIONALES
INVERFAR S.A.
Type of Entity:
Type of Entity:
Chilean Tax ID:
Chilean Tax ID:
99.562.480-K
99.506.180-5
Address:
Address:
Telephone - Fax:
Telephone - Fax:
26313650 – 26613410
26313650 – 26613410
12.31.2014:
12.31.2014:
ThCh$1,089
ThCh$5,031,009
as of 12.31.2014:
as of 12.31.2014:
100%
100%
5.84%
-2.03%
Corporate Purpose:
Corporate Purpose:
Purchase, sale, construction, urbanization,
Investing in tangible and intangible,
restructuring and exploitation in general of
domestic and foreign real estate and
real estate property, all types of real estate
personal property.
development projects, and real estate
consultancy.
Board:
Juan José Ricardo Guerra (Chairman), Marc
Board:
Dench, Marcelo Weisselberger Araujo
and Günther Goecke Figueroa.
Goecke Figueroa.
Günther Goecke Figueroa.
64
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
LABORATORIOS
MDK S.A.
FARMACIAS
AHUMADA
INTERNACIONAL S.A.
Type of Entity:
Type of Entity:
Privately Held Corporation (Uruguay)
Chilean Tax ID:
79.663.290-9
12.31.2014:
ThCh$400,272
Address:
as of 12.31.2014:
Telephone - Fax:
100%
26313440 – 26313490
-0.01%
12.31.2014:
Corporate Purpose:
ThCh$1,824,779
Investments in securities, bonds,
shares, debentures, letters, analogous
as of 12.31.2014:
documents, imports, exports, commissions,
100%
representations, mandates, and financial
transactions.
1.38%
Board:
Corporate Purpose:
Production, development, registration,
import, export, purchase, sale, storage,
transport and distribution of all types
of pharmaceutical products, and the
representation of domestic and foreign
products in Chile and abroad, for itself or on
behalf of third parties.
Board:
Goecke Figueroa.
Manon Lecueder de San Vicente (Chairman).
65
CHILE - ASSOCIATES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INMOBILIARIA
AVANTUEN S.A.
INMOBILIARIA
FASTER S.A.
Type of Entity:
Type of Entity:
Chilean Tax ID:
Chilean Tax ID:
76.912.090-4
76.009.174-K
Address:
Address:
Avenida Santa María 6350 floor 1, Vitacura.
Avenida Santa María 6350 floor 1, Vitacura.
Telephone - Fax:
Telephone - Fax:
2750 8400 - 2750 8401
2750 8400 - 2750 8401
12.31.2014:
12.31.2014:
ThCh$3,202,126
ThCh$1,086
as of 12.31.2014:
as of 12.31.2014:
49.0%
49.0%
0.75%
0.44%
Corporate Purpose:
Corporate Purpose:
Purchase, sale, construction, urbanization
Purchase, sale, construction, urbanization
of real estate, development of real estate
of real estate, development of real estate
projects, marketing, operating and leasing
projects, marketing, operating and leasing
real estate, for itself or on behalf of a third
real estate, for itself or on behalf of a third
party, real estate consultancy services,
party, real estate consultancy services,
including real estate brokerage.
including real estate brokerage.
Board:
Board:
Directors: Eduardo Valenzuela Sepúlveda
Directors: Marcelo Weisselberger Araujo
(Chairman), Henry Comber Sigall, Fernando
(Chairman), Günther Goecke Figueroa,
Escrich Juleff, Marcelo Weisselberger Araujo,
Miguel Farah Nemtala, Henry Comber
Günther Goecke Figueroa and Miguel Farah
Sigall, Eduardo Valenzuela Sepúlveda and
Nemtala.
Fernando Escrich Juleff. Alternate Directors:
Alternate Directors: Jaime Artigas Celis, Juan
Patricio Lira Kappes, Álvaro Brito Pons, Juan
de Dios Vergara Montes, José Miguel Infante
de Dios Vergara Montes, Jaime Artigas Celis
Lira, Patricio Lira Kappes and Álvaro Brito
and José Miguel Infante Lira.
Pons.
Carlos Cortés González.
Carlos Cortés González.
66
MEXICO - SUBSIDIARIES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
FARMACIAS
BENAVIDES, S.A.B. DE C.V.
BENAVIDES DE REYNOSA,
S.A. DE C.V.
FARMACIAS ABC
DE MÉXICO, S.A. DE C.V.
Type of Entity:
Type of Entity:
Type of Entity:
Publicly Held Corporation (Mexico)
Privately Held Corporation (Mexico)
Address:
Address:
Address:
Avenida Fundadores 935, Interior 301,
Colonia
Colonia
Colonia
Valle del Mirador, Monterrey, Nuevo León,
México, C.P. 64750
México, C.P. 64750
México, C.P. 64750
Telephone:
Telephone:
Telephone:
(52) 8150-7700
(52) 8150-7700
(52) 8150-7700
12.31.2014:
12.31.2014:
12.31.2014:
ThCh$27,025,360
ThCh$1,145,328
ThCh$13,036,107
as of 12.31.2014:
as of 12.31.2014:
as of 12.31.2014:
95.6%
100%
95.62%
6.66%
0.28%
2.10%
Corporate Purpose:
Corporate Purpose:
Corporate Purpose:
Purchase, sale, use, production, storage,
Import and export all products, and
operation, distribution, commission,
marketing of all commercial articles,
consignment and representation of all types
especially related to medicines and
of commercial articles, particularly related to
pharmacies.
of commercial articles, particularly related
to medicines, pharmacies, perfumery,
medicines, pharmacies, perfumery, etc.
Board:
photography, gifts, toys, magazines, cafe
Board:
José Luis Rojas Toledo (Chairman), Juan
and restaurant, as well as real estate.
Directors: José Luis Rojas Toledo
José Ricardo Guerra and Mario Perales
(Chairman), Juan José Ricardo Guerra and
Juárez.
Board:
Mario Perales Juárez.
José Luis Rojas Toledo (Chairman), Mario
Independent Directors: Ernesto Milmo
José Luis Rojas Toledo.
Perales Juárez and Juan José Ricardo
Rangel, Víctor Sergio García Tapia and
Guerra.
Mauricio Iván Montes Sepúlveda.
67
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
SERVICIOS LOGÍSTICOS
BENAVIDES, S.A.
DE C.V.
SERVICIOS
OPERACIONALES
BENAVIDES, S.A. DE C.V.
EXPORTADORA REGIONAL DEL
NORTE DE MÉXICO,
S.A. DE C.V.
Type of Entity:
Type of Entity:
Type of Entity:
Address:
Address:
Address:
Colonia
Colonia
Colonia
México, C.P. 64750
México, C.P. 64750
México, C.P. 64750
Telephone:
Telephone:
Telephone:
(52) 8150-7700
(52) 8150-7700
(52) 8150-7700
12.31.2014:
12.31.2014:
12.31.2014:
ThCh$2,061
ThCh$2,200
ThCh$3,689
as of 12.31.2014:
as of 12.31.2014:
as of 12.31.2014:
95.62%
100%
100%
% investment over parent assets:
-0.01%
0%
0%
Corporate Purpose:
Corporate Purpose:
Corporate Purpose:
Production, purchase, sale, import, export,
distribution and supply of all medicines,
raw materials and others, storage and
distribution of these goods, for itself or on
behalf of third parties.
Board:
Board:
Juárez.
Juárez.
Juárez.
Board:
68
MEXICO - SUBSIDIARIES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
COMERCIALIZADORA Y
SERVICIOS BENAVIDES,
S.A. DE C.V.
SERVICIOS EJECUTIVOS
SERVICIOS GENERALES
Type of Entity:
Type of Entity:
Type of Entity:
Address:
Address:
Address:
Colonia
Colonia
Colonia
México, C.P. 64750
México, C.P. 64750
México, C.P. 64750
Telephone:
Telephone:
Telephone:
(52) 8150-7700
(52) 8150-7700
(52) 8150-7700
12.31.2014:
12.31.2014:
12.31.2014:
ThCh$1,845
Ch$1,845
Ch$1,845
as of 12.31.2014:
as of 12.31.2014:
as of 12.31.2014:
100%
100%
100%
% investment over parent assets:
0%
0%
0%
Corporate Purpose:
Corporate Purpose:
Corporate Purpose:
Board:
Board:
Board:
Juárez.
Juárez.
Juárez.
69
BRAZIL - SUBSIDIARIES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
CASA SABA BRASIL
HOLDINGS LTDA.
DISTRILIFE DISTRIBUIDORA
ATACADISTA DE SUPLEMENTOS
ALIMENTICIOS LTDA.
Type of Entity:
Type of Entity:
Limited Company (Brazil)
Limited Company (Brazil)
Address:
Address:
Avenida das Américas, 2000 – loja 05 –
Avenida das Américas 3484, Bloco 5, sala
Barra da Tijuca – RJ – CEP: 22640-101, Rio
204, Barra da Tijuca, Rio de Janeiro, Brasil,
de Janeiro, Brasil.
CEP 22640-102
Telephone - Fax:
Telephone – Fax:
(55)213-4313-922
(55) 21-3328-8774
12.31.2014:
12.31.2014:
ThCh$69,384,135
ThCh$410,082
as of 12.31.2014:
as of 12.31.2014:
100%
100%
17%
-2.37%
Corporate Purpose:
Corporate Purpose:
Participate in other companies as partner,
Marketing of wholesale food products
shareholder or through units, in Brazil or
in general, food complements and
abroad.
supplements, cosmetics and perfumery
products, marketing, distribution and import
Directors/Managers:
of merchandise in general and retailing
Juan Alonso García Huitrón.
general or specialized food products.
N/A
Manager:
Juan Alonso García Huitrón.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
72
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
73
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
74
CONSOLIDATED CLASSIFIED STATEMENT
OF FINANCIAL POSITION
AS OF DECEMBER 31, 2014 AND 2013 (IN THOUSANDS OF CHILEAN PESOS)
ASSETS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
NOTE
12/31/2014
ThCh$
6
44,199,408
12/31/2013
ThCh$
CURRENT ASSETS
Cash and Cash Equivalents
30,653,040
Other Financial Assets, Current
7
3,118,173
411
Other Non-Financial Assets, Current
8
3,283,487
4,741,344
Net Trade and Other Receivables, Current
7
35,048,477
30,280,617
Related Party Receivables, Current
7-10
156,988
5,216,012
Inventories
11
169,906,972
150,101,658
Current Tax Assets
18
TOTAL CURRENT ASSETS
20,698,848
16,831,213
276,412,353
237,824,295
NON-CURRENT ASSETS
Other Financial Assets, Non-Current
7
655,529
1,447,180
Other Non-Financial Assets, Non-Current
8
6,174,268
4,620,474
7-10
-
49,530,977
Related Party Receivables, Non-Current
Investments Accounted for Using the Equity Method
12
1,545,281
1,326,006
PERFORMANCE
Intangible Assets Other than Goodwill
13
65,720,059
58,644,181
Goodwill
15
13,246,489
12,934,697
Property, Plant and Equipment, Net
14
79,171,968
89,135,739
GENERAL INFORMATION
Deferred Tax Assets
17
16,934,783
10,418,562
TOTAL NON-CURRENT ASSETS
183,448,377
228,057,816
TOTAL ASSETS
459,860,730
465,882,111
Material Events
The accompanying notes 1 to 32 are an integral part of these consolidated financial statements.
75
CONSOLIDATED CLASSIFIED STATEMENT
OF FINANCIAL POSITION
LIABILITIES
INTRODUCTION
Company Details
NOTE
12/31/2014
ThCh$
12/31/2013
ThCh$
CURRENT LIABILITIES
Other Financial Liabilities, Current
7-19
28,325,726
19,622,084
THE COMPANY
History
Regional Presence
Business Units
Trade and Other Payables, Current
7-20
279,236,260
234,928,138
Related Party Payables, Current
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
NON-CURRENT LIABILITIES
PERFORMANCE
Total Non-Current Liabilities
GENERAL INFORMATION
NET EQUITY
Material Events
7-10
529,603
8,799,359
Other Provisions, Current
21
2,477,736
2,132,879
Current Tax Liabilities
18
4,356,877
5,014,537
Other Non-Financial Liabilities, Current
TOTAL CURRENT LIABILITIES
Other Financial Liabilities, Non-Current
7-19
Other Non-Financial Liabilities, Non-Current
248,480
769,066
315,174,682
271,266,063
58,526,212
72,162,257
602,302
601,582
7-10
-
34,571,771
Deferred Tax Liabilities
17
3,658,933
2,403,699
Non-Current Employee Benefits Provisions
22
Related Party Payables, Non-Current
TOTAL LIABILITIES
Issued Capital
5,277,404
115,016,713
385,137,577
386,282,776
59,274,176
59,274,176
Retained Earnings (Accumulated Deficit)
35,495,322
44,594,540
Other Reserves
(25,114,813)
(29,287,912)
Equity Attributable to Owners of the Parent Company
69,654,685
74,580,804
5,068,468
5,018,531
74,723,153
79,599,335
459,860,730
465,882,111
Non-Controlling Interests
TOTAL EQUITY
TOTAL EQUITY AND LIABILITIES
23
7,175,448
69,962,895
76
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME, BY NATURE
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (IN THOUSANDS OF CHILEAN PESOS)
NOTE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Revenue
2013
ThCh$
940,638,509
843,901,012
1,375,824
1,233,538
5
942,014,333
845,134,550
11
(701,619,358)
(629,924,047)
5
(86,562,034)
(72,659,134)
13-14
(12,557,421)
(10,484,136)
Other income, by nature
TOTAL OPERATING INCOME
Raw materials and consumables
Employee benefit expenses
Depreciation and amortization
2014
ThCh$
Impairment losses recognized in profit or loss
14
(632,972)
(554,360)
Other expenses, by nature
5
(123,076,068)
(104,002,936)
Other gains (losses)
5
(20,935,707)
(4,403,502)
3,072,379
5,894,473
5
(6,587,090)
(6,921,087)
Finance income
Finance costs
12,545
522,913
166,104
2,235,195
Loss on indexation adjustments
(3,550,700)
(2,862,435)
PERFORMANCE
PROFIT (LOSS) BEFORE TAXES
(10,255,989)
21,975,494
(1,442,612)
(5,659,275)
GENERAL INFORMATION
PROFIT (LOSS) FROM CONTINUED OPERATIONS
(11,698,601)
16,316,219
-
-
(11,698,601)
16,316,219
(11,877,713)
15,819,396
179,112
496,823
(11,698,601)
16,316,219
(7.92)
10.55
Material Events
Share of income from investments in associates
12
Exchange differences
Income tax benefit
17
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS
PROFIT (LOSS)
Profit (Loss) Attributable to Owners of the Parent Company
Profit (Loss) Attributable to Non-Controlling Interests
PROFIT (LOSS)
EARNINGS PER SHARE
Basic earnings per share (common shares) (Ch$/Share)
25
Diluted earnings per share (diluted shares) (Ch$/Share)
25
PROFIT (LOSS)
(7.92)
10.55
(11,698,601)
16,316,219
77
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME, BY NATURE
NOTE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
2014
ThCh$
2013
ThCh$
Cash Flow Hedge (*)
23
1,051,274
539,326
Pension Plan Reserves (*)
23
(744,301)
700,103
Translation Adjustments (*)
23
4,288,293
7,762,168
TOTAL OTHER INCOME AND EXPENSES CHARGED OR CREDITED TO
NET EQUITY
23
4,595,266
9,001,597
(7,103,335)
25,317,816
(7,389,401)
24,379,144
286,066
938,672
(7,103,335)
25,317,816
(4.93)
16.25
0.19
0.63
TOTAL COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) attributable to owners of the parent company
Comprehensive income (loss) attributable to non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
Basic earnings per share attributable to owners of the parent company
Basic earnings per share attributable to non-controlling interests
(*) These entries will be reclassified to the Consolidated Statement of Comprehensive Income by Nature when they are settled.
GENERAL INFORMATION
Material Events
78
CONSOLIDATED STATEMENT OF CHANGES
IN NET EQUITY
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Issued
Capital
OPENING
BALANCE AS OF
JANUARY 1, 2013
Translation
Reserves
59,274,176 (21,212,783)
Equity
Attributable
Retained to Owners
Earnings
of the
Non-ConOther
Total Other (Accumulated
Parent
trolling
Reserves
Reserves
Deficit)
Company Interests
Pension
Plan
Reserves
Hedge
Reserves
657,640
(711,963) (16,580,554) (37,847,660) 33,520,963 54,947,479 4,573,254 59,520,733
Profit (loss)
-
-
-
669,437
Other comprehensive income (loss)
- 7,350,985
539,326
-
Dividends
-
CLOSING BALANCE AS OF DECEMBER 31, 2013
-
59,274,176 (13,861,798) 1,196,966
Issued
Capital
OPENING
BALANCE AS OF
JANUARY 1, 2014
-
Translation
Reserves
59,274,176 (13,861,798) 1,196,966
-
- 15,819,396 15,819,396
- 8,559,748
-
- 8,559,748
441,849 9,001,597
- (4,745,819) (4,745,819)
(493,395) (5,239,214)
Equity
Attributable
Retained to Owners
Earnings
of the
Non-ConOther
Total Other (Accumulated
Parent
trolling
Reserves
Reserves
Deficit)
Company Interests
Total
Equity
(42,526) (16,580,554) (29,287,912) 44,594,540 74,580,804 5,018,531 79,599,335
Profit (loss)
-
-
-
-
-
Other comprehensive income (loss)
-
4,134,977
1,051,274
(697,939)
-
4,488,312
Increase (decrease)
for transfers and
other changes
-
-
-
-
(315,213)
(315,213)
496,823 16,316,219
(42,526) (16,580,554) (29,287,912) 44,594,540 74,580,804 5,018,531 79,599,335
Pension
Plan
Reserves
Hedge
Reserves
Total
Equity
- (11,877,713) (11,877,713)
-
4,488,312
2,778,495 2,463,282
179,112 (11,698,601)
106,954 4,595,266
(236,129)
2,227,153
59,274,176 (9,726,821) 2,248,240 (740,465) (16,895,767) (25,114,813) 35,495,322 69,654,685 5,068,468 74,723,153
79
CONSOLIDATED CASH FLOW STATEMENT
DIRECT CASH FLOW STATEMENT
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
NOTE
12/31/2014
ThCh$
12/31/2013
ThCh$
986,860,696
870,265,983
(830,939,944)
(737,178,542)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
PROCEEDS FROM OPERATING ACTIVITIES
Proceeds from the sale of goods and provision of services
Payments
Payments to suppliers for goods and services
Payments to and on behalf of employees
(88,733,114)
(73,889,314)
Loan interest payments
(4,097,666)
(4,930,809)
Income taxes refunded (paid)
(11,444,481)
(21,655,079)
Other cash inflows (outflows)
(843,232)
(162,913)
50,802,259
32,449,326
-
(4,012,349)
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Loans to related companies
Proceeds from the sale of property, plant and equipment
-
143,722
(10,429,918)
(14,690,277)
Purchases of intangible assets
(1,920,770)
(2,054,702)
Other cash inflows (outflows)
-
-
(12,350,688)
(20,613,606)
26,696,782
52,927,420
Purchases of property, plant, and equipment
NET CASH FLOWS USED IN INVESTING ACTIVITIES
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from short-term loans
Total loan proceeds
26,696,782
52,927,420
Loan repayments
(37,330,061)
(60,957,661)
Finance lease payments
Dividends paid
NET CASH FLOWS USED IN FINANCING ACTIVITIES
NET INCREASE IN CASH AND CASH EQUIVALENTS BEFORE EFFECT OF EXCHANGE
RATE CHANGES
Effect of exchange rate changes on cash and cash equivalents
INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
6
(595,817)
(595,205)
(14,203,132)
(148,095)
(25,432,228)
(8,773,541)
13,019,343
3,062,179
527,025
1,034,988
13,546,368
4,097,167
30,653,040
26,555,873
44,199,408
30,653,040
80
CONTENTS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
72
Independent Auditors' Report
74
82
NOTE 1 Corporate Information
83
NOTE 2 Summary of Significant Accounting Policies
94
NOTE 3 New Accounting Pronouncements
96
NOTE 4 Accounting Changes and Reclassifications
96
NOTE 5 Income and Expenses
97
NOTE 6 Cash and Cash Equivalents
98
NOTE 7 Financial Instruments
102
NOTE 8 Other Non-Financial Assets
102
NOTE 9 Risk Management
108
NOTE 10 Related Parties
112
NOTE 11 Inventories
113
NOTE 12 Investments in Related Companies
115
NOTE 13 Intangible Assets Other than Goodwill
117
NOTE 14 Property, Plant and Equipment
119
NOTE 15 Goodwill
120
NOTE 16 Finance Lease Disclosures (by Asset Class and
Leaseholder) and Operating Lease Disclosures
122
NOTE 17 Deferred Taxes
124
NOTE 18 Current Tax Assets and Liabilities
125
NOTE 19 Interest-Bearing Obligations
130
NOTE 20 Trade and Other Payables, Current
131
NOTE 21 Provisions
132
NOTE 22 Non-Current Employee Benefits Provisions
134
NOTE 23 Equity
136
NOTE 24 Contingencies and Commitments
148
NOTE 25 Earnings per Share
148
NOTE 26 Share-Based Payment Policies
148
NOTE 27 Business Combinations
148
NOTE 28 Segment Reporting
151
NOTE 29 Local and Foreign Currencies
153
NOTE 30 Events After the Reporting Period
153
NOTE 31 Environment
153
NOTE 32 Financial Statement Approval
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
82
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 CORPORATE INFORMATION
A. COMPANY INFORMATION
INTRODUCTION
Company Details
Farmacias Ahumada S.A. (hereinafter FASA, the Company or the
Farmacias Ahumada S.A. has been operating in Chile since 1977 and
Group), Chilean Tax ID 93,767,000-1, is the holding company for
had 442 stores as of December 31, 2014.
the group of businesses included in these Consolidated Financial
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Statements.
The Company has been operating in Mexico since 2002, through
Farmacias Benavides S.A.B. de C.V. and as of December 31, 2014, it had
Farmacias Ahumada S.A. is a publicly held corporation incorporated
1,023 stores, of which 133 were added this year with the acquisition of
under the laws of the Republic of Chile. It is registered in the
Farmacias ABC de México, S.A. de C.V.
Securities Registry held by the Chilean Superintendency of Securities
and Insurance under number 629. Its shares are traded on the Chilean
The Company has been operating in Brazil since the end of 2012,
stock market.
through Distrilife Distribuidora Atacadista de Suplementos Alimenticios
Ltda., as the only distributor of the GNC product line. As of December
The Company's head office is located at Miraflores 383, piso 6,
31, 2014, it had 15 stores in Brazil.
Santiago, Chile.
As of December 31, 2014, FASA operated over 1,480 stores with a total
Farmacias Ahumada S.A. is owned by Alliance Boots Chile SpA
sales floor surface of 295,812 m2.
(99.39%), an indirect subsidiary of Walgreens Boots Alliance, Inc., a
corporation constituted under the laws of Delaware whose corporate
The extensive range of products that FASA markets includes the
purpose is to invest in other companies.
sale of medicines, personal hygiene and care products, beauty,
baby products, pharmaceutical services, photographic supplies and
At an extraordinary board meeting held on December 13, 2014, the
printing services and collection services, etc.
board approved a re-organization and merger plan between FASA,
GENERAL INFORMATION
Material Events
its subsidiaries FASA Chile S.A. ("FASA Chile") and FASA Investment
As of December 31, 2014, the Company employed 12,156 people as
Limitada ("FASA Investment"), and Alliance Boots Chile SpA ("Alliance
follows:
Boots Chile"), which owns over 99% of the shares of FASA. The main
objective was to reduce regulatory, legal and administrative costs
• Pharmacies: 11,191
associated with the current corporate structure, and re-organize
• Head Office and Distribution Centers: 954
these companies in the most efficient manner, always respecting the
• Key Executives: 11
rights and interests of FASA minority shareholders.
The Company employed an average of 11,520 people during the year
B. DESCRIPTION OF OPERATIONS
AND MAIN ACTIVITIES
Farmacias Ahumada S.A. is the largest chain of pharmacies in Latin
America, with stores in Mexico, Chile and Brazil.
ended December 31, 2014.
83
NOTE 2 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
INTRODUCTION
Company Details
2.1. INFORMATION ON GOING CONCERN
The operational continuity of the Company does not indicate any
as of December 31, 2013
uncertainty with respect to going concern and there are no intentions
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
to substantially reduce the scale of operations.
The consolidated financial statements of Farmacias Ahumada S.A. as
of December 31, 2013 and for the year then ended have been prepared
2.2. BASIS OF PREPARATION AND PRESENTATION
OF THE CONSOLIDATED FINANCIAL STATEMENTS
in accordance with International Financial Reporting Standards (IFRS)
as of December 31, 2014
The Consolidated Financial Statements and their corresponding
issued by the International Accounting Standard Board (IASB).
notes are shown comparatively for the years ended December 31,
2014 and 2013.
The consolidated financial statements as of December 31, 2014,
and for the year then ended have been prepared in accordance
The Consolidated Financial Statements are presented in thousands of
with International Financial Reporting Standards (IFRS), issued by the
Chilean pesos (unless otherwise mentioned), which is the functional
International Accounting Standards Board (IASB), and instructions
currency of the Parent Company.
issued by the Chilean Superintendency of Securities and Insurance
(SVS). They were approved by the board on March 25, 2015.
2.3. PERIOD COVERED BY THE CONSOLIDATED
Where discrepancies exist between IFRS and instructions from the
SVS, the latter shall predominate. As of December 31, 2014, the only
The Company presents its Statement of Financial Position as of
instruction from the SVS that contravenes IFRS refers to accounting
December 31, 2014 and 2013, its Statement of Income and of
for the effects of deferred taxes established in Official Ruling 856
Comprehensive Income for the years ended December 31, 2014 and
dated October 17, 2014.
2013, and its Statements of Changes in Net Equity and Cash Flow for
the years ended December 31, 2014 and 2013.
This ruling issues an obligatory exception to the framework for the
Material Events
preparation and disclosure of financial information that the regulator
The Company has prepared consolidated financial statements, which
has defined as the International Financial Reporting Standards (IFRS).
include the assets, liabilities, income and cash flows of the parent
This ruling instructs companies that: "The differences in deferred tax
company and the subsidiaries that are detailed in table below.
assets and liabilities directly due to the increase in corporate income
tax rates introduced by Law 20,780 should be accounted for in equity
in that year."
Consequently, this changes the framework for the
preparation and disclosure of financial information applied up to the
previous year end, as IFRS should be adopted comprehensively and
explicitly without reserve.
84
OWNERSHIP INTEREST
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
CHILEAN TAX ID
COMPANY NAME
12/31/2014
Direct
Indirect
79.663.290-9
Laboratorios MDK S.A.
0.0000
96.809.530-7
FASA Chile S.A.
96.863.980-3
ABF, Administradora Beneficios Farmacéuticos S.A.
96.860.090-7
Droguería, Distribuidora y Logística DLI S.A.
96.969.830-7
FASA Investment Ltda.
96.792.260-9
Compañía de Nutrición General S.A.
100.0000
12/31/2013
Total
Total
100.0000
100.0000
99.9993
0.0007
100.0000
100.0000
0.0000
100.0000
100.0000
100.0000
0.0000
100.0000
100.0000
100.0000
99.9997
0.0003
100.0000
100.0000
0.0000
100.0000
100.0000
100.0000
99.506.180-5
Inversiones Internacionales Inverfar S.A.
0.0000
100.0000
100.0000
100.0000
99.562.480-K
Inmobiliaria Gestión Punto Retail S.A.
0.0000
100.0000
100.0000
100.0000
76.031.544-3
Administradora FASA S.A.
0.0000
100.0000
100.0000
100.0000
76.091.951-9
Fondo de Inversión Privado Retail Chile
0.0000
0.0000
0.0000
0.0000
Foreign
Farmacias Ahumada Internacional S.A. (Uruguay)
0.0000
100.0000
100.0000
100.0000
Foreign
Farmacias Benavides S.A.B. de C.V. (México)
0.0000
95.6242
95.6242
95.6242
Foreign
Benavides de Reynosa S.A. de C.V. (México)
0.0000
95.6242
95.6242
95.6242
Foreign
Servicios Operacionales Benavides S.A. de C.V. (México)
0.0000
95.6242
95.6242
95.6242
Foreign
Servicios Logísticos Benavides S.A. de C.V. (México)
0.0000
95.6242
95.6242
95.6242
Foreign
Exportadora Regional del Norte de (México) S.A. de C.V.
0.1000
99.9000
100.0000
100.0000
76.141.833-5
Inversiones Retail Chile Limitada
0.0000
0.0000
0.0000
0.0000
76.213.595-7
Comercial Farmacéutica S.A.
0.0000
100.0000
100.0000
100.0000
76.213.594-9
Comercializadora y Distribuidora BF S.A.
0.0000
100.0000
100.0000
100.0000
Foreign
Servicios Ejecutivos Benavides S.A. de C.V.
0.0000
99.9000
99.9000
99.9000
Foreign
Comercializadora y Servicios Benavides S.A. de C.V.
0.0000
99.9000
99.9000
99.9000
Foreign
Servicios Generales Benavides S.A. de C.V.
0.0000
99.9000
99.9000
99.9000
Foreign
Casa Saba Brasil Holdings Ltda.
0.0000
99.9000
99.9000
99.9000
Foreign
Distrilife Distribuidora Atacadista de Suplementos Alimenticios Ltda.
0.0000
100.0000
100.0000
100.0000
Foreign
Farmacias ABC de México, S.A. de C.V.
0.0000
95.6242
95.6242
0.0000
This consolidation includes the Private Investment Fund Retail Chile
The subsidiary Farmacias Benavides S.A.B. de C.V. is a Mexican
and its subsidiary Inversiones Retail Chile Ltda. as they are considered
corporation that trades its shares on the Mexican Stock Exchange.
special purpose entities, whose exclusive business purpose is to
invest in credits (invoices) or rights that third parties may hold against
On June 3, 2014 all the shares of Farmacias ABC de México, S.A. de
Farmacias Ahumada S.A. and its subsidiaries. The Fund acquires
C.V. were acquired for MX$170,000,000 by Farmacias Benavides,
suppliers credits before they fall due and subsequently collects them
S.A.B. de C.V. and its subsidiary Servicios Operacionales Benavides, S.A.
from Farmacias Ahumada S.A. or its subsidiaries.
de C.V. leaving these companies with 99.99% and 0.01%, respectively.
On June 25, 2014, these securities were transferred, as the agreed
The financial statements of subsidiaries have been prepared for the
contractual terms and conditions had been fulfilled for the purchase
same periods reported above, using consistent accounting policies.
of these shares.
Revenue and expenses and gains and losses on transactions between
FASA and its subsidiaries, including unrealized results arising on
On March 11, 2014, Droguería y Distribuidora FASA S.A., changed its
transactions within the group, have been eliminated on consolidation.
legal name to Droguería, Distribuidora y Logística DLI S.A.
85
On March 11, 2014, Inmobiliaria FASA S.A. changed its legal name to
Inmobiliaria Gestión Punto Retail S.A.
i.
Trade and other receivables and Related party receivables: These
are recognized initially at their fair value (nominal value including
implicit interest) and subsequently at their amortized cost using
On August 29, 2013, Laboratorios FASA S.A. changed its legal name to
the effective interest rate method, less any impairment provisions.
Laboratorios MDK S.A.
ii. ii) Investments held to maturity: Investments that the Company
INTRODUCTION
Company Details
On January 17, 2013, the Brazilian company Casa Saba Brasil Holdings
has the intention and ability to hold to maturity are recognized at
Ltda., which was a subsidiary of Inversiones Internacionales Inverfar
amortized cost.
S.A., signed a purchase agreement with conditions precedent, where
it agreed to sell all its shares in its subsidiary CSB Drogarias S.A.
iii. Financial assets at fair value through profit and loss have been
to Nice Rj Participacoes S.A., which is a subsidiary of the Brazilian
designated as such when they were initially recognized. They are
company Profarma Distribuidora de Productos Farmacéuticos S.A.
valued in the consolidated statement of financial position at their
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Subsequently, on September 25, 2013, they signed various agreements
fair value and changes in their value are recognized directly in
that confirmed that the conditions precedent had been fulfilled, and
profit or loss when they occur.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
2.4. IFRS COMPLIANCE AND ADOPTION
PERFORMANCE
that the sale price was agreed at R$11,743,307 (US$5,365,500).
iv. Investments available for sale: These are financial assets that are
This sale released the Company from operating a chain of pharmacies
specifically designated as available for sale or those that are not
in Brazil mostly in the State of Rio of Janeiro, enabling it to focus its
included within the three previous categories. They are almost
efforts in Brazil on operating its GNC franchise.
entirely financial investments in capital. The acquisition and sale
of financial assets are recognized using the transaction date.
b. Cash and other cash equivalents
The Company, its subsidiaries and associates have applied all the
mandatory standards and interpretations as of December 31, 2014.
This account includes cash in hand, time deposits and other short-
The consolidated financial statements present fairly the financial
term investments originally maturing in three months or less that can
situation, the financial performance and the cash flows of the
be quickly liquidated.
Company.
c. Financial liabilities except derivatives
The information contained in these consolidated financial statements
is the responsibility of the Company's board, who declare that
Financial liabilities are generally recognized as their cash proceeds,
GENERAL INFORMATION
they fully comply with the principles and criteria described in the
net of transaction costs. In subsequent periods these obligations are
International Financial Reporting Standards (IFRS) issued by the
valued at amortized cost, using the effective interest rate method.
Material Events
2.5. FINANCIAL INSTRUMENTS
International Accounting Standards Board (IASB).
The fair value of borrowings is calculated separately for debt at a fixed
rate of interest or "fixed debt", and debt at a variable rate of interest
or "variable debt". This information is used to recognize them in the
a. Financial investments except derivatives
consolidated statement of financial position and in other fair value
disclosures. Fixed debt accrues interest at a rate that was fixed either
The Company classifies its financial investments, whether permanent
explicitly or implicitly at the initial transaction date for the remainder
or temporary, excluding investments accounted for using the equity
of its term. Variable debt carries a variable interest rate, where each
method and those held for sale, into four categories:
interest payment is calculated at the start of each interest period
based on a benchmark interest rate. The debt is valued by discounting
future cash flows and repayments using the agreed interest rates.
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d. Derivative instruments and hedging transactions
e. Impairment of financial assets
The Company's hedging transactions are fundamentally contracts to
At each reporting date the Company evaluates whether there is any
cover interest rate, exchange rate and inflation risks. Their purpose
evidence of impairment of a financial asset or group of financial
is to eliminate or significantly reduce the risks in the underlying
assets.
transactions being hedged.
If the impairment decreases in a subsequent financial period, and the
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GENERAL INFORMATION
Hedge contracts are recognized initially at their fair value on the date
decrease can be objectively related to an event that occurred after
the contract was agreed, and subsequently at their fair value as of
an impairment provision was initially recognized, then the previous
the reporting date. Any gains or losses resulting from measurement
impairment provision can be reversed.
at fair value are recognized in the consolidated statement of
comprehensive income by nature as gains or losses in fair value on
Any subsequent reversal of an impairment provision is recognized in
financial instruments, unless the derivative instrument is designated
profit or loss to the extent that the asset's carrying amount does not
as a hedging instrument.
exceed its fair value at the date of the reversal.
A derivative financial instrument is designated as a hedging instrument
2.6. INVENTORIES
for accounting purposes if, on the transaction date, the Company
assigns the hedging instrument to an underlying transaction, and
Inventories are valued at cost or net realizable value, whichever is
specifies its risk management objectives and its hedging strategy. The
lower. Cost is calculated using the weighted average cost method.
Group also evaluates at the outset and on a continual basis whether
the derivatives used in hedge transactions are highly effective in
The cost of finished goods includes the raw materials, direct labor,
offsetting changes in the fair value or the cash flows of hedged items.
other direct costs and general production expenses based on a
normal operating capacity, but does not include interest.
A hedge is considered highly effective when changes in the fair value,
or underlying cash flows attributable to the risk hedged, are offset by
Net realizable value is the estimated selling price in the ordinary
changes in the fair value or cash flows of the hedge instrument, with
course of business, less any applicable variable costs of sale.
an effectiveness in the range of 80% - 125%.
Various concepts are used to calculate the obsolete inventory
The effective portion of the change in the fair value of hedge
provision. The most important factor is an evaluation of every inventory
instruments is initially recognized in Hedge Reserves in a separate
item with no or only one sale during the last eight months, except
component of equity. The gain or loss on the ineffective portion is
seasonal products. Additionally, the remaining time to expiration is
recognized immediately in the consolidated statement of income by
considered, and the associated seasonal nature. This concludes that
nature. The accumulated amounts in equity are reclassified to profit or
these inventories cannot be sold in normal conditions.
loss in the same period that the respective risk exposure appears in the
Material Events
consolidated statement of income by nature. When a hedge ceases
to comply with the hedge accounting criteria, any accumulated gain
or loss in equity remains there, and is recognized when the expected
transaction is finally recognized in the consolidated statement of
income by nature. When an expected transaction is no longer
likely to occur, the accumulated gain or loss in equity is recognized
immediately in the consolidated statement of income by nature.
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2.7. TRADE AND OTHER RECEIVABLES
• The actuarial hypotheses used to calculate obligations to
employees - Note 22.
Trade and other receivables do not explicitly accrue interest and are
recognized at amortized cost.
2.9. INTANGIBLE ASSETS
The Company evaluates the granting of credit to customers using
a. Purchased goodwill
historical parameters, their financial situation and commercial
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reports. The evaluation of large businesses is approved by the Credit
Purchased goodwill generated on consolidation represents the
Committee.
difference between the acquisition cost and FASA's share in the fair
value of the assets and liabilities, including identifiable contingent
Impairment provisions are estimated by applying different percentages
liabilities, of a subsidiary at the acquisition date.
to aged debt ranges, through to a 100% provision against debts over
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300 days past due, except for those cases where partial impairment
Acquired assets and liabilities are valued on a provisional basis as of
is expected based on an individual analysis in accordance with policy.
the date the Company takes control. These valuations are reviewed
The analysis of aged receivables by ranges is based on a historical
within a maximum period of one year from the acquisition date.
analysis of the recovery of accounts receivable from customers.
Until the final fair value of acquired assets and liabilities is known, the
difference between the purchase price and the book value of the
The consolidated allowance for doubtful accounts as of December
acquired company is registered on a provisional basis as purchased
31, 2014 and 2013, was ThCh$2,540,907 and ThCh$2,088,438,
goodwill.
respectively.
If the final value of purchased goodwill is reported in the financial
2.8. ESTIMATION POLICY
the previous year used for comparison purposes must be restated to
The consolidated financial statements have been prepared using
incorporate the final value of the acquired assets and liabilities and the
estimates and assumptions based on the best available information
final purchased goodwill as of the acquisition date.
at the reporting date.
Purchased goodwill is recognized in the same functional currency as
Consolidated financial statements prepared according to IFRS are
the respective investment.
required to use estimates and judgments that affect assets, liabilities
and cash flows.
GENERAL INFORMATION
statements of the year after acquisition, the financial statements for
Purchased goodwill is not amortized, but at each reporting date the
respective investment is evaluated for evidence of impairment that
These estimates have been aligned with the professional judgment
might reduce its recoverable value to below its book value, which
policies used by Alliance Boots to calculate provisions, which do not
would trigger an impairment provision.
differ from current standards.
Material Events
b. Trademarks
Therefore, actual outcomes in subsequent periods may differ from
these estimates.
The Company has recognized specific independently acquired
trademarks
The principal estimates refer to:
as
assets
and
others
acquired
under
business
combinations, all of which have been valued by independent experts.
These trademarks carry the reasonable expectation of generating
• Goodwill valuations - Note 2.9.
future financial gains. The cost of these assets can be reliably
• Intangible asset valuations - Note 2.9.
measured. Their useful life is indefinite, though they can be impaired
• Asset useful lives - Note 2.9.
if their recoverable value falls.
• Asset impairment provisions - Note 2.11.
• Fair value calculations - Note 2.5 d.
• Obsolescent inventory provisions - Note 2.6.
• Allowances for doubtful accounts - Note 2.7.
88
These trademarks are detailed in Note 13 Intangible Assets other than
2.10. PROPERTY, PLANT AND EQUIPMENT:
Goodwill.
Property, plant and equipment is valued at acquisition cost, net of
c. Definition of finite or indefinite useful life
corresponding accumulated depreciation and any impairment.
The historical cost includes all expenses directly attributable to the
• Finite useful life is where the number of productive units or other
acquisition and implementation of the asset.
similar time-based indicators define the time that the Company
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can make use of the intangible or fixed asset, or the period that
The cost of any subsequent components are added to the initial
the intangible asset will generate financial gains for the Company.
value of the asset or are recognized as a separate assets, only when
The assets that the Company classifies as having a finite useful life
it is probable that these costs will increase productivity, capacity or
are as follows:
efficiency, or extend the asset's useful life, and the cost of those
components can be reliably determined. The value of removed
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- Patents and registered trademarks
components is expensed for accounting purposes. All repairs and
- Lease rights
maintenance are expensed in same financial year that they occur.
- Software
Asset depreciation is calculated using the straight-line method over
• Indefinite useful life is where an analysis of all the relevant factors
estimated useful lives.
does not identify a foreseeable limit to the period that the asset
will generate net cash inflows for the Company. The assets that
the Company classifies as having an indefinite useful life are as
follows:
- Goodwill
Life or Rate for Buildings
- Trademarks
Life or Rate for Plant and Equip-
MINIMUM
LIFE OR
RATE
MAXIMUM
LIFE OR
RATE
YEARS
YEARS
20
100
ment
4
10
As of December 31, 2014 and 2013, there was no evidence that the
Life or Rate for IT Equipment
4
7
trademarks classified with an indefinite useful life have been impaired.
Life or Rate for Motor Vehicles
5
10
d. Amortization
The residual value and the useful lives of assets are reviewed, and
GENERAL INFORMATION
Material Events
Amortization is recognized in profit or loss on a straight line basis
adjusted if necessary, as of each reporting date.
over the estimated useful life of intangible assets from the date they
become available for use, except for goodwill and trademarks. The
When the book value of an asset is greater than its estimated
useful lives for the current period and the comparative period are as
recoverable amount, its book value is reduced to its recoverable
follows:
amount.
Useful life for software
3 to 7 years
Gains and losses on the sale of property, plant and equipment are
Useful life for lease rights
As lease contract
calculated by comparing the proceeds to the book value, and are
Patents and registered trademarks
5 to 10 years
recorded in the statement of income.
The cost may also include gains or losses on qualifying cash flow
hedges for acquisitions of property, plant and equipment in foreign
currency, transferred from net equity.
2.11. IMPAIRMENT OF NON-FINANCIAL ASSETS
The Company evaluates whether there is any indication of impairment
in property, plant and equipment as of each reporting date. When
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such indications are found, the Company estimates the recoverable
2.13. INVESTMENTS IN SUBSIDIARIES
value of the asset to determine the impairment provision.
Subsidiaries are those entities, including structured entities, which
The recoverable value of property, plant and equipment is calculated
FASA controls. FASA controls an entity when it is exposed to, or has
by discounting future cash flows at the required rate of return.
the right to receive, variable returns based on its participation, and
has the power to influence these returns. Generally control requires
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Intangible assets with an indefinite useful life are tested for impairment
participation in more than half the voting rights. When evaluating
annually, or more frequently when there are indications that they are
whether the Group controls another entity, the existence and effect
impaired.
of potential voting rights that are exercisable or convertible are
considered. A subsidiary is consolidated from the date on which
When the book value of an investment exceeds the present value
control is transferred to the Group and is excluded from consolidation
of future cash flows discounted at the required rate of return, an
on the date on which it ceases to be controlled. The accounting
impairment provision is recognized and is expensed to the statement
treatment for the acquisition of subsidiaries by the Group is detailed
of income.
in Note 2.22.
The Company has established that any impairment provision for an
2.14. INTEREST-BEARING LOANS
asset or asset group may be reversed in the future, when the present
value of future cash flows is greater than the net book value on the
Current and non-current financial liabilities are initially recognized
evaluation date.
at fair value, which is their placement value discounting all directly
associated transaction costs, and are subsequently valued at
In the case of other assets, the recoverable value is the estimated
amortized cost using the effective rate method.
disposal value of those assets.
2.15. LEASES
When the estimate of the recoverable amount for an asset increases,
and impairment provisions have been recognized in previous years,
a. Operating leases
these are reversed net of depreciation, while the value of the asset is
increased and the gain taken to the statement of income.
When the Company is the lessee and the contract qualifies as an
operating lease, all payments are expensed.
2.12. INVESTMENTS IN ASSOCIATES ACCOUNTED
FOR USING THE EQUITY METHOD
At the end of the operating lease contract period, any contract
penalties or compensations required by the lessor are expensed in the
Associates are those entities over which the Group has significant
financial period when the contract ended. Leasehold improvements
influence.
to buildings are depreciated over the estimated useful lives of the
improvements, or the remaining leasing contract term, whichever is
Material Events
Investments in associates are accounted for under the equity method
less.
and are initially recognized at cost. The Group's share of the earnings
or losses after the acquisition of an associate are recognized in
Leasehold improvements to buildings are depreciated over the
profit or loss, and their participation in all other movements after the
estimated useful lives of the improvements using normal policies for
acquisition are recognized in reserves. The accumulated movements
assigning useful lives, or the remaining lease contract term, whichever
after the acquisition are taken to the book value of the investment.
is less.
When the Group's share of the losses of an associate is equal or
greater than its investment, including any other unsecured accounts
receivable, no additional losses are recognized, unless the Group has
incurred obligations or made payments on behalf of the associate.
Unrealized gains and losses on transactions between the Group and
its associates are eliminated in proportion to the Group's ownership
interest.
90
b. Finance leases
rate, mortality and future wage increases, all determined on the
basis of actuarial calculations.
Leases of personal or real estate property that transfer substantially
all the risks and benefits of ownership are classified as finance leases.
The initial transition asset or liability is recognized only if a new
Finance leases are capitalized at the beginning of the lease at the fair
defined benefit plan is established. Past service arising from the
value of the leased property, or the present value of minimum lease
new plan is amortized over the remaining working life of employ-
payments, whichever is less.
ees that will receive those benefits. As of December 31, 2014, the
Group had not established new benefit plans.
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The corresponding lease obligations, net of finance costs, are
included in other financial liabilities. Interest in the finance cost is
In accordance with accounting standards, the actuarial gains and
expensed during the period of the lease in such a way as to obtain a
losses that exceed plan assets by more than 10% and defined ben-
constant periodic rate of interest on the liability's remaining balance
efit obligations (before deducting the plan assets) by more than
for each year. Assets acquired under finance leases are depreciated
10% can be expensed by the Group using either of two different
under the general rules that apply to property, plant and equipment.
methods: (i) they can be amortized to profit or loss during the
remaining working lives of the employees who will receive those
2.16. PROVISIONS
benefits, or (ii) they can be applied systematically to produce a
faster recognition in profit or loss.
Provisions are recognized when the Company has a present
obligation, as a result of a past event, whose settlement is likely to
(ii) Termination benefits:
require a future disbursement which can be reliably measured.
Termination benefits are recognized as an expense when the
a. Onerous contracts
Group is demonstrably committed to a detailed formal plan either to terminate the employment relationship before the normal
Provisions for onerous contracts are recognized for the unavoidable
retirement date, or to provide termination benefits as a result of
costs to fulfill the contract, i.e., the costs to comply with all the
an offer to encourage the employee to voluntarily retire, without
contract terms and any compensation or penalties arising from any
any possibility of avoiding payment. If the Group makes an offer
breach.
to encourage voluntary retirement, the termination benefits will
be valued taking into account the number of acceptances. If the
b. Employee benefits
benefits are payable more than 12 months after the reporting period, they are discounted to present value.
GENERAL INFORMATION
Material Events
(i) Defined benefit plans:
(iii) Short-term benefits:
The Group recognizes the employment obligations on the defined benefits of seniority premiums and pension plans. Costs are
Short-term benefit obligations to employees are valued without
expensed as employees provide their services, and actuarial cal-
discounting them and are expensed as the services are rendered.
culations are applied to the present value of these employment
The amount of direct short-term cumulative and non-cumulative
obligations. The calculation of the items to be amortized and the
benefits are provisioned.
net cost for the period on defined benefit obligations uses the
"projected unit credit method".
The seniority premium is awarded when staff who have over fifteen years' service leave, and is calculated using the number of
years worked. The seniority premium is awarded to employees
regardless of the reason for their departure.
Pension plan provisions use assumptions such as continuing to
60 years old and 15 years of service, discount rate and interest
91
2.18. INCOME TAXES
(iv) Profit sharing:
The Group recognizes a provision for contractual obligations, or
The tax expense for the year includes current and deferred taxes.
when there is a precedent that has created a constructive obli-
Tax is expensed, except when it relates to items recognized in other
gation.
comprehensive income, or directly in net equity. In this case, the
corresponding tax is also recognized in other comprehensive income
The interest rates and actuarial assumptions used to calculate the
or directly in net equity, respectively.
present values of the obligation referred to in point (i) consider
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the use of nominal rates, due to the Group's non-inflationary eco-
Differences between the book value of assets and liabilities and
nomic environment. The most important financial assumptions
their tax base generates deferred tax assets or liabilities, which are
are as follows.
calculated using the expected local tax rates when those assets and
liabilities will be realized.
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FINANCIAL ASSUMPTIONS
2014
2013
Discount rate
7.00%
6.75%
Rate of salary increase
4.20%
4.50%
Rate of minimum wage increase
3.50%
3.50%
Post-retirement interest rate
7.00%
6.75%
Rate of return
7.00%
6.75%
Material Events
considered probable that there will be sufficient future taxable profits
to recover the temporary differences and apply the tax credits.
The Company does not recognize deferred tax on temporary
differences in investments in subsidiaries and associates since
it controls the date on which these will be reversed, and they are
c. Other provisions
unlikely to be reversed in the foreseeable future.
Other provisions include employee benefits due to the restructuring
Any deferred tax on items that are recognized directly in net equity
plan approved by the board that includes the following concepts:
will also be recognized directly in net equity.
• Termination benefits
As of each reporting date, deferred tax assets and liabilities are
• Executive retention plan on change of control
reviewed in order to ensure that they remain valid, and if necessary
• Royalties and profit sharing
corrected.
2.17. DIVIDENDS
GENERAL INFORMATION
Deferred tax assets and tax credits are recognized only when it is
On September 29, 2014, the Tax Reform Act became law. This new
law defines the default tax regime applicable to the Company and
Company bylaws and Chilean Corporate Law establish that unless
the default corporate income tax rates phased in between 2014 and
another agreement is adopted unanimously at the respective meeting
2018, but allows companies to choose between either the Attributed
by all current shareholders, publicly traded companies must annually
Income Regime or the Semi-Integrated Regime, where different tax
distribute as a dividend in cash to their shareholders, in proportion
rates apply from 2017 onwards.
to their shares or in the proportion established in the bylaws should
there be preferential shares, at least 30% of profit each year, except
The Attributed Income Regime applies to individual entrepreneurs,
when accumulated losses from previous years must be absorbed.
individual companies with limited liability, communities and
partnerships when the latter are formed exclusively by individuals that
Interim and final dividends are recognized against “net equity” at the
are domiciled and resident in Chile; and the Semi-Integrated Regime
time they are approved by the board for the former, and at a general
applies to the remainder of taxpayers, such as public and private
shareholders’ meeting for the latter.
corporations, simplified corporations or partnerships not formed
exclusively by individuals that are domiciled and resident in Chile.
The default tax regime for the Company shall be the Semi-Integrated
Regime with effect from January 1, 2017.
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In addition, the Company can choose to change the regime during
2.21. CAPITALIZATION OF INTEREST
the last three months of 2016, by approval at an extraordinary
shareholders' meeting, with a quorum of at least two-thirds of the
Interest that is directly attributable to the acquisition, construction or
issued shares with voting rights. It shall become effective by presenting
production of assets is capitalized to form part of the cost of such
a signed declaration to this effect by the Company, accompanied
assets. Other interest costs are expensed.
by the meeting minutes signed by the Company and legalized as a
public instrument. The Company shall remain in the corresponding
2.22. BUSINESS COMBINATIONS
taxation regime for at least five consecutive years. After this period
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has elapsed, the regime can be changed, but cannot be altered for at
The Group uses the acquisition method to account for business
least another five consecutive years.
combinations, except for business combinations with entities under
common control as described below. The payment for the acquisition
2.19. REVENUE RECOGNITION
of a subsidiary matches the fair value of the transferred assets, the
liabilities incurred by the previous owners and the participation in the
a. Commercial products
equity issued by the Group. This payment includes the fair value of
any assets or liabilities that arise from a contingency. The identifiable
Revenue is recognized by Farmacias Ahumada S.A. when the financial
assets, liabilities and contingencies acquired in a business combination
benefits arising from its main activities are received, which represents
are valued initially at their fair value on the acquisition date.
the physical delivery of inventory when sold, and services rendered
during the period, until the reporting date. Revenue is shown net of
The costs associated with the acquisition are expensed in the period
taxes, price discounts and other deductions that directly affect the
in which they are incurred.
selling price.
The excess of the consideration paid over the fair value of identifiable
Revenue is recognized when the rights and obligations of the goods
net assets acquired is recognized as goodwill. If the consideration
have been substantially transferred to the buyer, in accordance with
paid is less than the fair value of the net assets of the subsidiary
IAS 18 "Revenue".
acquired, for acquisitions in very favorable conditions, the difference
is recognized directly in the statement of income.
b. Interest
Business combinations with entities under common control use the
The Company recognizes interest income from their investments and
"predecessor accounting" method recognizing the excess/shortfall
other sources as it accrues.
in the consideration paid over the pre-existing book value of the
acquired entity, and charging this to other reserves.
2.20. EARNINGS (LOSSES) PER SHARE
This method requires the incorporation of all assets and liabilities at
Basic earnings per share are calculated as profit (loss) for the period
their pre-combination book values with no regard to their fair value,
attributable to common shareholders divided by the weighted average
recognizing the excess/shortfall in the consideration paid over the
number of issued common shares during that period, excluding the
pre-existing book value of the acquired entity, and charging this to
average number of shares held by the Parent Company, if applicable
other reserves.
at any time and the shares that form part of the Executive Bonus Plan
- Note 25.
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2.23. TRANSLATION OF BALANCES
IN FOREIGN CURRENCY
2. Operating activities: Those activities that form the main source of
the Company’s revenue, and other activities that are not considered financing or investing.
Transactions in currencies other than the functional currency of each
company are recognized at the prevailing exchange rates at the time of
3. Investing activities: Those activities involving the acquisition, sale
the transaction. During the period, the differences that arise between
or disposal by other means of non-current assets and other in-
the exchange rate used at initial recognition and that used on the
vestments not included in cash and cash equivalents.
date of collection, payment or closure are recognized as exchange
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differences in the consolidated statement of comprehensive income.
size and composition of net shareholders’ equity and financial liaExchange differences arising from the translation of assets and
liabilities in units denominated in indexed currencies are expensed,
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under indexation adjustments.
DETAIL
2014
Ch$
2013
Ch$
US dollar
606.75
524.61
41.23
40.12
228.43
224.00
24,627.10
23,309.56
Mexican peso
Brazilian real
UF (a Chilean peso based
indexed currency)
2.24. CLASSIFICATION OF BALANCES AS
CURRENT AND NON-CURRENT
Balances in the statement of financial position are classified by
maturity, namely current are those due within twelve months and
non-current are those due over a longer period.
2.25. CASH FLOW STATEMENT
The cash flow statement reports cash movements during the year
using the direct method. The following expressions are used in these
Material Events
4. Financing activities: Those activities that produce changes in the
consolidated cash flow statements:
1. Cash flows: Inflows and outflows of cash or other equivalents including time deposits with an original term of three months or
less that are highly liquid and with a low risk of variation in value.
bilities.
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NOTE 3 NEW ACCOUNTING PRONOUNCEMENTS
NEW IFRS AND INTERPRETATIONS FROM THE INTERPRETATIONS COMMITTEE
The following standards, interpretations and amendments are mandatory for the first time for annual periods beginning on January 1, 2014:
STANDARDS AND INTERPRETATIONS
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IFRIC 21 "Levies"
AMENDMENTS AND IMPROVEMENTS
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MANDATORY FOR ANNUAL PERIODS
BEGINNING
January 1, 2014
BEGINNING
IAS 32 " Financial Instruments: Presentation”
January 1, 2014
IAS 27 "Separate Financial Statements" and IFRS 10 "Consolidated Financial Statements" and IFRS
12 "Disclosure of Interests in Other Entities"
January 1, 2014
IAS 36 “Impairment of Assets”
January 1, 2014
IAS 39 "Financial Instruments: Recognition and Measurement"
January 1, 2014
The adoption of these standards, amendments and interpretations do not have a significant impact on the consolidated financial statements
of the Company.
STANDARDS, INTERPRETATIONS AND AMENDMENTS ISSUED, BUT NOT YET MANDATORY
FOR ANNUAL PERIODS BEGINNING ON JANUARY 1, 2014, AND WHICH HAVE NOT BEEN
ADOPTED EARLY.
BEGINNING
IFRS 9 "Financial Instruments"
January 1, 2018
IFRS 14 "Regulatory Deferral Accounts"
January 1, 2016
IFRS 15 "Revenue from Contracts with Customers"
January 1, 2017
AMENDMENTS AND IMPROVEMENTS
IAS 19 "Employee Benefits"
BEGINNING
July 1, 2014
IFRS 11 "Joint Arrangements"
January 1, 2016
IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible Assets"
January 1, 2016
IAS 16 "Property, Plant and Equipment" and IAS 41 "Intangible Assets"
January 1, 2016
IAS 27 "Separate Financial Statements"
January 1, 2016
IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint
Ventures".
January 1, 2016
IAS 1 "Presentation of Financial Statements"
January 1, 2016
95
IMPROVEMENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (2012) ISSUED IN
DECEMBER 2013.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
BEGINNING
IFRS 2 "Share-based Payment"
July 1, 2014
IFRS 3 "Business Combinations"
July 1, 2014
IFRS 8 "Operating Segments"
July 1, 2014
IFRS 13 "Fair Value Measurement"
July 1, 2014
IAS 16 "Property, Plant and Equipment"
July 1, 2014
IAS 24 "Related Party Disclosures"
July 1, 2014
DECEMBER 2013.
BEGINNING
IFRS 1 "First-time Adoption of International Financial Reporting Standards"
July 1, 2014
IFRS 3 "Business Combinations"
July 1, 2014
IFRS 13 "Fair Value Measurement"
July 1, 2014
IAS 40 "Investment Property"
July 1, 2014
SEPTEMBER 2014.
BEGINNING
IFRS 5 "Non-Current Assets held for Sale and Discontinued Operations".
January 1, 2016
IFRS 7 "Financial Instruments: Disclosures"
January 1, 2016
IAS 19 "Employee Benefits"
January 1, 2016
IAS 34 "Interim Financial Reporting"
January 1, 2016
The Company’s Management believes that the adoption of these standards, amendments and interpretations will have no significant impact on
the Company’s consolidated financial statements when they are first applied. NOTE 4 Accounting changes and reclassifications
96
NOTE 4 ACCOUNTING CHANGES AND
RECLASSIFICATIONS
D. OTHER NON-OPERATING GAINS (LOSSES)
As of December 31, 2014 there have been no accounting changes
2014
ThCh$
from the previous year.
OTHER NON-OPERATING
EXPENSES
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
2013
ThCh$
(21,358,442)
(4,572,448)
(48,822)
-
(238,809)
(18,126)
NOTE 5 INCOME AND EXPENSES
Loss on the sale of property, plant
and equipment
Income and expenses were as follows:
Compensation paid to third parties
A. REVENUE
Bank charges
(658,958)
(344,010)
Fines
(134,920)
(144,889)
-
(2,269,564)
2014
ThCh$
2013
ThCh$
Goods sold
830,303,667
759,782,494
Services rendered
110,334,842
84,118,518
Interest income from private investment fund (Retail Chile)
TOTAL OPERATING INCOME
1,375,824
1,233,538
942,014,333
845,134,550
Sale of Brazilian company
Irrecoverable withholding taxes
(1,283,227)
-
Amortization of share placement
costs
(1,114,399)
-
Legal contingencies
(2,439,583)
-
Robberies
(323,155)
(249,674)
Employment liabilities for employer
substitution
(247,039)
-
(11,496,926)
-
(3,372,604)
(1,546,185)
422,735
168,946
Impairment of non-operating
receivables
B. EMPLOYEE BENEFIT EXPENSES
Other
2014
ThCh$
2013
ThCh$
OTHER NON-OPERATING GAINS
Wages and salaries
(67,862,135)
(57,991,731)
Profit on the sale of property, plant
and equipment
-
106,930
Short-term benefits
(7,762,435)
(6,678,950)
Tax refunds
34,772
1,277
(10,937,464)
(7,988,453)
Insurance claims
67,115
-
-
20,426
Other personnel expenses
TOTAL
(86,562,034) (72,659,134)
Property sales
Other income
TOTAL
C. FINANCE COSTS
2014
ThCh$
2013
ThCh$
Interest expense on bank loans
(3,212,901)
(3,211,655)
Interest expense on other financial
instruments
(3,374,189)
(3,709,432)
(6,587,090)
(6,921,087)
TOTAL
320,848
40,313
(20,935,707)
(4,403,502)
97
E. OTHER EXPENSES, BY NATURE
6.1. INFORMATION ON CASH AND CASH
EQUIVALENTS BY CURRENCY
2014
ThCh$
2013
ThCh$
Materials and consumables
(3,212,107)
(2,579,977)
General repairs and maintenance
(7,332,625)
(6,188,086)
Currency
Utilities
(10,263,375)
(8,785,251)
Leases and common costs
(51,882,456)
(44,805,218)
Cash and cash equivalents
(ThCh$)
(7,784,812)
CASH AND CASH EQUIVALENTS
Currency
INTRODUCTION
Company Details
Transport
(9,185,866)
Computing and communications
(3,384,993)
(2,791,041)
Security
(3,100,527)
(2,525,240)
THE COMPANY
History
Regional Presence
Business Units
Commissions
(7,387,416)
(5,409,030)
Currency
(5,079,966)
(4,575,890)
(ThCh$)
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Consulting and professional services
Marketing expenses
(10,253,925)
(10,239,167)
Travel expenses
(1,334,294)
(1,196,588)
Insurance costs
(1,264,089)
(1,116,892)
(648,534)
(676,599)
Inventory costs
(3,091,905)
(2,917,252)
Other expenses
(5,653,990)
(2,411,893)
Costs of taxes and municipal business licenses
TOTAL
(ThCh$)
TOTAL CASH AND CASH
EQUIVALENTS
NOTE 6 CASH AND CASH EQUIVALENTS
This account is detailed as follows:
CASH AND CASH EQUIVALENT
CATEGORIES
12/31/2014
ThCh$
12/31/2013
ThCh$
44,199,408
30,653,040
5,592,213
4,801,298
Bank balances
13,849,400
12,144,724
Time deposits and other short-term
investments
24,757,795
13,707,018
Cash in hand
In the consolidated statement of cash flows, these include cash in
hand, time deposits and other short-term investments originally
maturing in three months or less.
Accounting overdrafts are excluded, as these are external resources
and are reclassified as current liabilities.
12/31/2013
ThCh$
Chilean Peso Chilean Peso
12,265,431
US Dollar
115,356
Other
Currencies
11,434,634
US Dollar
25,906
Other
Currencies
31,818,621
19,192,500
44,199,408
30,653,040
As of December 31, 2014 and 2013, the Company has no restrictions
on its cash and cash equivalents.
(123,076,068) (104,002,936)
12/31/2014
ThCh$
98
NOTE 7 FINANCIAL INSTRUMENTS
As of December 31, 2014 and 2013 financial instruments were as follows:
12/31/2014
ThCh$
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
12/31/2013
ThCh$
44,199,408
30,653,040
Foreign currency hedges, current
3,118,173
411
OTHER FINANCIAL ASSETS, CURRENT
Trade receivables net, current
Other receivables net, current
3,118,173
411
28,207,545
23,226,922
6,840,932
7,053,695
35,048,477
30,280,617
Other financial assets, non-current
655,529
1,447,180
OTHER FINANCIAL ASSETS, NON-CURRENT
655,529
1,447,180
Related party receivables, current
156,988
5,216,012
TRADE AND OTHER RECEIVABLES NET, CURRENT
Related party receivables, non-current
-
49,530,977
156,988
54,746,989
15,674,623
7,591,168
6,450
-
Other financial liabilities for bonds, current
12,644,653
12,030,916
OTHER FINANCIAL LIABILITIES, CURRENT
28,325,726
19,622,084
9,936,075
15,408,817
RELATED PARTY RECEIVABLES
Bank borrowings and finance leases, current
Other financial liabilities, current
Bank borrowings and finance leases, non-current
Liabilities for foreign currency derivatives, non-current
655,529
258,638
Other financial liabilities for bonds, non-current
47,934,608
56,494,802
OTHER FINANCIAL LIABILITIES, NON-CURRENT
58,526,212
72,162,257
Related party payables, current
Related party payables, non-current
RELATED PARTY PAYABLES
529,603
8,799,359
-
34,571,771
529,603
43,371,130
Trade and other payables, current
279,236,260
234,928,138
TRADE AND OTHER PAYABLES, CURRENT
279,236,260
234,928,138
99
7.1. TRADE AND OTHER RECEIVABLES
a.- As of December 31, 2014 and 2013, current trade receivables were as follows:
Gross Value
ThCh$
CONCEPT
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Trade receivables
12/31/2013
Allowance
for Doubtful
Accounts
ThCh$
Allowance
for Doubtful
Accounts
ThCh$
Net Value
ThCh$
30,540,737
(2,333,192)
Notes receivable
Gross Value
ThCh$
28,207,545
Net Value
ThCh$
25,128,843
(1,901,921)
23,226,922
292,227
(207,715)
84,512
264,940
(186,517)
78,423
6,756,420
-
6,756,420
6,975,272
-
6,975,272
37,589,384
(2,540,907)
35,048,477
32,369,055
(2,088,438)
30,280,617
Miscellaneous receivables (1)
TOTAL
12/31/2014
(1) These are mainly advances to suppliers.
b.- Trade receivables net of the allowance for doubtful accounts, containing not yet due and aged past due balances, were as follows:
12/31/2014
CUSTOMER
TYPE
Agreements
Laboratories
and distributors
Total
ThCh$
Not Yet
Due
ThCh$
1-30
Days
ThCh$
31-60
Days
ThCh$
22,814,966 16,052,131 3,600,604
61-90
Days
ThCh$
735,680
237,114
91-120
Days
ThCh$
121-150
Days
ThCh$
151-180
Days
ThCh$
133,566
159,442
129,845
181-210
Days
ThCh$
53,544
211-250
Days
ThCh$
70,718
Over 250
Days
ThCh$
1,642,322
5,311,804
4,768,421
336,926
96,518
52,024
5,575
3,691
8,045
2,448
1,382
36,774
397,243
191,994
68,591
35,866
12,067
12,843
1,957
15,580
18,590
11,694
28,061
2,016,724
1,453,814
118,598
35,016
1,163
3,066
2,404
3,483
584
133
398,463
SUB TOTAL
30,540,737 22,466,360 4,124,719
903,080
302,368
155,050
167,494
156,953
75,166
83,927 2,105,620
Allowance
for doubtful
accounts
(2,333,192)
-
(17,531)
(29,265)
(21,953)
(33,103)
(58,931)
(38,439)
(44,316) (2,089,654)
TOTAL
28,207,545 22,466,360 4,124,719
885,549
273,103
133,097
134,391
98,022
36,727
Not Yet
Due
ThCh$
31-60
Days
ThCh$
61-90
Days
ThCh$
91-120
Days
ThCh$
Leases
Other
businesses
-
39,611
15,966
211-250
Days
ThCh$
Over 250
Days
ThCh$
12/31/2013
CUSTOMER
TYPE
Agreements
Laboratories
and distributors
Leases
Other
businesses
Total
ThCh$
1-30
Days
ThCh$
18,653,993 11,085,065
121-150
Days
ThCh$
151-180
Days
ThCh$
181-210
Days
ThCh$
4,508,017
788,008
242,272
124,218
83,252
105,937
78,454
23,389
1,615,381
5,470,013
4,941,217
428,675
29,146
16,273
2,686
571
93
245
1,858
49,249
288,152
140,095
69,332
24,732
14,143
5,583
2,860
5,047
4,088
9,876
12,396
716,685
464,330
1,007
48,229
183,894
17,347
1,683
-
-
-
195
SUB TOTAL
25,128,843 16,630,707 5,189,918
859,233
274,371
132,487
86,683
111,077
82,982
36,130 1,725,255
Allowance
for doubtful
accounts
(1,901,921)
-
(16,905)
(26,371)
(19,206)
(17,811)
(44,009)
(51,114)
(21,928) (1,704,577)
TOTAL
23,226,922 16,630,707 5,189,918
842,328
248,000
113,281
68,872
67,068
31,868
14,202
-
20,678
100 | FASA 2014 Annual Report
c.- Movements in the allowance for doubtful accounts was as follows:
MOVEMENTS
12/31/2014
ThCh$
Initial balance
(2,088,438)
(1,685,809)
Acquisitions through business combinations
(246,855)
-
Increase for impairment, recognized in profit or loss
(426,870)
(519,166)
241,125
160,274
Impaired financial assets written off
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
12/31/2013
ThCh$
Increase (decrease) due to exchange rate changes
TOTAL
(19,869)
(43,737)
(2,540,907)
(2,088,438)
7.2. AS OF DECEMBER 31, 2014 AND 2013, HEDGING CONTRACTS WERE AS FOLLOWS.
12/31/2014
ASSET
Swaps - cash flow hedges
Forward
Swap
TOTAL
Less non-current portion:
Swaps - cash flow hedges
Swap
CURRENT PORTION
12/31/2013
LIABILITY
3,078,339
ASSET
-
LIABILITY
1,188,542
-
39,834
6,450
411
-
655,529
655,529
258,638
258,638
3,773,702
661,979
1,447,591
258,638
-
-
-
-
-
-
1,188,542
-
655,529
655,529
258,638
258,638
655,529
655,529
1,447,180
258,638
3,118,173
6,450
411
-
Derivative instruments are classified as current assets or liabilities. The fair value of a hedging instrument is classified as a non-current asset or
liability if the hedged item matures over 12 months later, and as a current asset or liability if the hedged item matures in less than 12 months.
GENERAL INFORMATION
Material Events
Hedging instruments are described in detail in Note 9 letter f.
7.3. INDEBTEDNESS CALCULATION
In accordance with the bond contracts and their amendments on
indebtedness ratio is defined as the ratio of net financial debt to net
March 16, 2010, Farmacias Ahumada S.A. is committed to keeping
equity. For 2014 and 2013 these values are 1.49 and 1.41, respectively.
its consolidated indebtedness ratio under the values set for each
INTRODUCTION
Company Details
year from 2009 to 2029, which is when the obligation expires, as
As of December 31, 2014 and 2013, the calculation and fulfilment of
reported in its quarterly interim and annual financial statements. This
this covenant was as follows:
COVENANT CALCULATION
12/31/2014
ThCh$
12/31/2013
ThCh$
Interest-bearing loans, current
15,674,623
7,591,168
12,644,653
12,030,916
9,936,075
15,408,817
THE COMPANY
History
Regional Presence
Business Units
Interest-bearing loans, non-current
Other financial liabilities, non-current
47,934,608
56,494,802
TOTAL PUBLIC FINANCIAL DEBT
86,189,959
91,525,703
(44,199,408)
(30,653,040)
(3,118,173)
(411)
TOTAL PUBLIC FINANCIAL DEBT, NET
38,872,378
60,872,252
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
TOTAL NET EQUITY
74,723,153
79,599,335
9,726,821
13,861,798
PERFORMANCE
GENERAL INFORMATION
Material Events
Other financial assets, current
ADJUSTMENTS INCLUDED, ACCORDING TO THE COVENANT
Effect on equity of foreign subsidiaries
Effect of investment fund
358,640
192,498
-
4,745,819
Loan to purchase shares
-
3,067,409
Impairment adjustments
1,652,341
1,019,369
Dividends provisioned
TOTAL EFFECTS
11,737,802
22,886,893
86,460,955
102,486,228
INDEBTEDNESS RATIO (TOTAL NET DEBT / ADJUSTED EQUITY)
0.45
0.59
INDEBTEDNESS RATIO - MAXIMUM VALUE
1.49
1.41
COMPLIANCE
YES
YES
TOTAL NET EQUITY - ADJUSTED
NOTE 8 OTHER NON-FINANCIAL ASSETS
Other non-financial assets were as follows:
8.1. OTHER NON-FINANCIAL ASSETS, CURRENT
12/31/2014
ThCh$
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Prepaid rent
Prepaid insurance premiums
12/31/2013
ThCh$
1,416,377
1,086,092
453,195
532,561
-
722,612
Share placement expenses
Municipal business licenses
-
92,723
197,715
145,144
345,838
572,725
9,758
29,094
Miscellaneous consumables
479,310
200,970
Pre-operating expenses
291,056
230,537
90,238
1,128,886
3,283,487
4,741,344
Licenses
Consultancy
Computer maintenance services
Other non-financial assets
TOTAL
8.2. OTHER NON-FINANCIAL ASSETS, NON-CURRENT
12/31/2014
ThCh$
Lease guarantees
4,987,865
3,897,225
67,673
64,217
Miscellaneous guarantees
Other non-financial assets
TOTAL
12/31/2013
ThCh$
1,118,730
659,032
6,174,268
4,620,474
NOTE 9 RISK MANAGEMENT
The Company is exposed to certain risks that are managed using
Depending on the Company's expectations and the debt structure
systems to identify, measure and monitor them as well as limit their
objectives, the Company enters hedge contracts to mitigate these
concentration.
risks.
A. INTEREST RATE RISK
Financial debt by interest rate was as follows:
Variations in interest rates modify the fair value of those assets and
liabilities that accrue interest at a fixed rate, and the future cash flows
relating to assets and liabilities with a variable interest rate.
Fixed nominal
interest
Variable interest
The objective of managing the interest rate risk is to achieve a balance
Fixed real interest
in the debt structure that minimizes the cost of debt over the long-
TOTAL
term.
12/31/2014
12/31/2013
27.20%
22.71%
2.51%
2.63%
70.29%
74.66%
100%
100%
B. EXCHANGE RATE RISK
In addition, there is an exchange rate risk in the recognition of
investments in foreign subsidiaries, where variations in their equity
The Company has an adequate match of currencies in terms of costs
following translation to the presentation currency directly affects the
and revenues, with about 60% of revenues and costs generated in
Company's net equity.
foreign currency, mainly Mexican pesos. However, 84% of its financial
obligations are denominated in UF and 15% in Chilean pesos, so a
The Group's exposure to foreign currency risk was as follows:
significant appreciation of the Chilean peso against the Mexican peso
can affect its ability to meet its financial obligations.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
DECEMBER 31, 2014
Trade receivables
Trade payables
Material Events
THOUSANDS
OF BRAZILIAN
REALS
THOUSANDS
OF US
DOLLARS
THOUSANDS
OF MEXICAN
PESOS
THOUSANDS
OF BRAZILIAN
REALS
THOUSANDS
OF US
DOLLARS
238,817
1,695
-
220,918
2,195
-
(2,857,076)
(8,267)
-
(3,638,634)
(3,716)
-
Receivables Grupo Casa Saba S.A.B de
C.V.
-
-
-
-
-
59,405
Payables Grupo Casa Saba S.A.B de C.V.
-
-
-
(152,744)
-
(26,486)
CUMULATIVE EXPOSURE IN THE
STATEMENT OF FINANCIAL POSITION
(3,399,817)
(2,021)
-
(2,788,902)
(6,072)
32,919
Equity and profit (loss) for the subsidiaries in Mexico and Brazil at each reporting date were as follows:
DECEMBER 31, 2014
Thousands of Mexican pesos
Thousands of Brazilian reals
DECEMBER 31, 2013
GENERAL INFORMATION
DECEMBER 31, 2013
THOUSANDS
OF MEXICAN
PESOS
Thousands of Mexican pesos
Thousands of Brazilian reals
EQUITY
PROFIT (LOSS)
2,802,760
101,200
29,509
24,631
EQUITY
PROFIT (LOSS)
2,856,957
289,890
4,587
(19,090)
C. LIQUIDITY RISK
Liquidity risk relates to the Company's ability to respond to operating
Farmacias Ahumada S.A. prefers long-term financing, in order to
cash requirements under normal and exceptional conditions, and
match its financial structure to the liquidity of its assets, and with
over various time horizons.
maturity dates that are compatible with cash flows.
As of December 31, 2014 and 2013, significant debts valued at over
10% of bank loans and which accrue interest were as follows:
INTRODUCTION
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THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MATURITY
Creditor Name
Creditor
Country
Up to 90
Days
ThCh$
90 days
to 1 Year
ThCh$
Total
Current
as of
12/31/2014
ThCh$
1 to 2
Years
ThCh$
2 to 3
Years
ThCh$
3 to 4
Years
ThCh$
4 to 5
Years
ThCh$
Over 5
Years
ThCh$
Total NonCurrent
as of
12/31/2014
ThCh$
Banco CorpBanca
Chile
-
5,214,038
5,214,038
-
-
-
-
-
-
Banco Santander
Chile
1,450,433
1,255,751
2,706,184
2,478,233
2,456,259
-
-
-
4,934,492
1 to 2
Years
ThCh$
2 to 3
Years
ThCh$
3 to 4
Years
ThCh$
4 to 5
Years
ThCh$
Over 5
Years
ThCh$
Total NonCurrent
as of
12/31/2014
ThCh$
-
-
-
-
-
-
MATURITY
Creditor Name
Banco de Chile
Creditor
Country
Up to 90
Days
ThCh$
90 days
to 1 Year
ThCh$
Total
Current
as of
12/31/2014
ThCh$
Chile
-
1,018,560
1,018,560
Banco de Chile
Chile
-
1,216,500
1,216,500
-
-
-
-
-
-
Banco Santander
Chile
-
1,423,946
1,423,946
-
-
-
-
-
-
Banco Santander
Chile
-
223,995
223,995
-
2,482,000
2,482,000
2,443,280
-
7,407,280
Banco Estado
Chile
-
464,736
464,736
400,000
400,000
400,000
391,997
-
1,591,997
Issuing
Company
Country
Guaranteed
(Yes/No)
Other current and non-current bond liabilities
Book Value, Current
Series
Nominal
Amount
Placed UF
12/31/2014
ThCh$
12/31/2014
ThCh$
Book Value, Non-Current
12/31/2014
ThCh$
12/31/2014
ThCh$
Maturity
Date
E
1,800,000
8,951,097
8,522,337
4,264,225
12,194,591
5/15/2016
Chile
NO
F
2,200,000
3,693,556
3,508,579
43,670,383
44,300,211
5/15/2029
Chile
NO
Total
4,000,000
12,644,653
12,030,916
47,934,608
56,494,802
As part of its comprehensive risk management framework, the
iii. Risks associated with international expansion and growth
Company has developed liquidity management policies aimed at
ensuring the timely fulfilment of its obligations, in accordance with
The Company has developed an international expansion pro-
the scale and risk of its operations, both in normal and exceptional
gram targeting Mexico and Brazil, which is now in a consolida-
conditions. In exceptional circumstances cash flows can substantially
tion phase. This has enabled us to gain the experience necessary
differ from expectations, due to unexpected changes in general
to decrease the risks of international expansion, while laying the
market conditions or other particular situations.
foundations for growth in these countries. Additionally, it will enable us to enter other countries in Latin America in the future. The
INTRODUCTION
Company Details
Therefore, the liquidity management policies define how the risk
result of this process predominantly depends on the ability of our
is managed, the roles and responsibilities of management, the
management to adapt our business model to the particular con-
internal limits to mismatches with cash flow, the sources of risk, the
ditions of our target markets.
contingency plans and internal control mechanisms.
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
iv. Country-specific political, regulatory and financial risks
In the event that there is a consolidated shortage of cash, the
Company has various short- and long-term financing alternatives,
The Company is exposed to regulatory changes that we cannot
among which are available lines of credit with banks and access to
control. Any policy changes in pharmacy regulations that allow
debt capital markets.
medicine sales through other stores, such as supermarkets, could
affect the Company's revenues. Another regulatory change which
D. OPERATIONAL RISK (UNAUDITED)
could affect FASA is the preference given to generic drugs, as
these have lower margins. Therefore, FASA partly mitigates this
The main risks to the Company are:
risk by incorporating new sales formats that emphasize other
products types, not just medications, and introducing our own
i.
Risk of increasing competition or the emergence of alternative
brands and exclusive brands.
channels.
v. Risk of concentration of suppliers
Given the characteristics of FASA's markets, new pharmacy chains
may emerge or an existing chain may expand regionally, nationally
There is a market risk due to the concentration of distributors and
or internationally. Furthermore, alternative channels may emerge
wholesalers in Mexico. To mitigate this risk FASA centralizes its
to distribute pharmaceutical products. Either of these could re-
product purchases directly from suppliers or distributors and then
duce market shares or place pressure on margins. However, this
manages distribution logistics through distribution centers.
risk is partly mitigated by the different store formats currently used
by the Company across various countries, as well as our strong
E. CREDIT RISK
brand positioning in each one.
Company sales are 95% cash and 5% on credit. Therefore, this is an
Material Events
ii. Risk associated with the growing importance of institutional
customers in the health care industry
FASA customers include institutions, such as hospitals and health
insurance providers (Isapres). The agreements negotiated by Isapres with certain pharmacy chains produce an important flow
of customers. The potential amendment or termination of these
agreements could affect FASA. Moreover, hospitals or other institutional customers that change their medicine suppliers or purchase them direct from laboratories could potentially impact the
financial performance of the Company. To mitigate this risk and
protect FASA's presence in this sector, we have strengthened our
subsidiary ABF, Administradora de Beneficios Farmacéuticos S.A.
atomized risk and diversified across various countries.
F. ESTIMATE OF FAIR VALUE OF DERIVATIVE INSTRUMENTS
Level 3: This method measures fair value using valuation
techniques which do not use observable market data for those
Financial instruments that have been accounted for at fair value in
assets and liabilities.
the statement of financial position as of December 31, 2014, have
been valued in accordance with IAS 39. The valuation methods
The Company classifies its valuation methods within these three
applied to financial instruments are classified according to a hier-
levels, taking into account the nature and characteristics of the in-
archy, as follows:
struments held in its portfolio. The current valuation process uses
internal techniques and observable market parameters to perform
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Material Events
Level 1: This method measures fair value using market prices
these valuations, mainly the present value method.
(unadjusted) on active markets for those assets and liabilities.
Level 2: This method measures fair value using observable price
The percentage of financial instruments measured at fair value as
data not included in Level 1 for those assets and liabilities, either
a proportion of the total value were as follows:
as direct prices or indirectly derived from prices.
BOOK VALUE
Classification
Fair value
through profit
and loss
Hedges
Group
12/31/2014
ThCh$
Note
Other financial assets,
current
7
non-current
7
Other financial liabilities,
current
7
Other financial liabilities,
non-current
7
current
7
VALUATION METHOD (%)
12/31/2013
ThCh$
Level I
Level II
Level III
Amortized
cost
39,834
411
100%
-
-
-
655,529
258,638
100%
-
-
-
6,450
-
100%
-
-
-
655,529
258,638
100%
-
-
-
3,078,339
1,188,542
-
100%
-
-
Instruments that have been classified as level II are mainly hedge
fair value of instruments maturing in less than a year does not
contracts, either forwards or cross currency swaps, which have
differ significantly from the book value. This approach has been
been valued by discounting future contractual cash flows for both
applied to balances held in trade and other receivables, cash and
the asset and liability component of each instrument. This meth-
cash equivalents, trade and other payables, and the current por-
od is known as "Mark to Market". The structure of interest rates
tion of bank loans and bonds payable.
used to calculate the present value of future cash flows uses the
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Material Events
Company's functional currency and is inferred from instrument
The fair value of the non-current portion of debt instruments rec-
transactions in relevant markets.
ognized at amortized cost, including bonds and bank loans, has
been calculated as the amount required to pre-pay this debt less
In addition, the fair value has been estimated for information pur-
the current portion.
poses for those instruments recognized at amortized cost. The
As of December 31, 2014 and 2013, hedging instruments were as follows:
HEDGE CONTRACTS AS OF DECEMBER 31, 2014
ASSETS / LIABILITIES
Position
purchase
/ sale
ThCh$
EFFECT ON PROFIT OR
LOSS
Contract
type
Contract
value
ThCh$
Banco de Chile
Swap
41,012,090
2015 Purchase
Other financial
assets, current
3,078,339
695,267
2,383.072
Banco de Chile
Forward
823,650
2015 Purchase
Other financial
assets, current
11,856
11,856
-
Banco Santander
Forward
13,261,320
2015 Purchase
Other financial
assets, current
27,978
27,978
-
Banco Santander
Swap
8,690,100
2017 Sale
655,529
655,529
-
Banco Santander
Swap
9,486,564
2017 Purchase
655,529
(655,529)
-
Banco CorpBanca
Forward
972,963
2015 Purchase
6,450
(6,450)
-
Entity
Maturity
HEDGE CONTRACTS AS OF DECEMBER 31, 2013
Entity
Banco Santander
Contract
type
Forward
Contract
value
ThCh$
101,271
Maturity
Name
Value
ThCh$
ASSETS / LIABILITIES
Position
purchase
/ sale
ThCh$
Name
Realized
ThCh$
Unrealized
ThCh$
EFFECT ON PROFIT OR
LOSS
Value
ThCh$
Realized
ThCh$
Unrealized
ThCh$
2014 Purchase
Other financial
assets, current
411
411
-
2015 Purchase
1,188,542
(1,404,795)
1,644,957
Banco de Chile
Swap
45,162,273
Banco Santander
Swap
8,690,100
2014 Sale
258,638
258,638
-
Banco Santander
Swap
8,979,037
2017 Purchase
258,638
(258,638)
-
NOTE 10 RELATED PARTIES
All transactions with related parties over ThCh$20,000 are disclosed. Furthermore, all transactions directly or indirectly involving a Company
director are disclosed.
10.1. KEY PERSONNEL COMPENSATION
Key personnel are those people who are responsible for directly or indirectly planning, directing and controlling the Company, including any
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member of the board or the equivalent governing body at the Company, regardless of whether they are also an executive officer.
12/31/2014
ThCh$
12/31/2013
ThCh$
Management compensation
728,167
649,601
Key personnel compensation
30,315
27,076
282,770
244,381
1,041,252
921,058
Key personnel compensation, short-term benefits
Total key personnel compensation
10.2. BALANCES WITH RELATED PARTIES
The Company believes that the nature of related party relationships were only as follows:
• Associates
• Common shareholders
• Other related parties
• Key personnel
The timing and conditions of balances and transactions with related parties were as follows:
• Related party receivables and payables are mainly for buying and selling inventory, and current account movements.
GENERAL INFORMATION
• The classification of related party receivables and payables into short and long-term is based on the budgeted cash flow for these parties.
• Transactions with related entities carry the same terms and conditions as those offered to third parties and are recognized in their current
Material Events
account.
As of December 31, 2014 and 2013, related party receivables and payables are unsecured, and there are no allowances for doubtful accounts
for them.
a. Related party receivables, current
Chilean Tax
ID
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Material Events
Company name
Country
Relationship
Description
Term
Currency
Foreign
Casa Saba S.A. de
C.V.
Mexico
Common
parent
Inventory sale
60 days
MX$
-
436,834
Foreign
Farmacias ABC de
México, S.A. de
C.V.
Mexico
Common
parent
Inventory sale
60 days
MX$
-
4,154,201
Foreign
Casa Saba S.A. de
C.V.
Mexico
Common
parent
Employer
substitution
30 days
MX$
-
624,977
76.009.174-K
Inmobiliaria Faster
S.A.
Chile
Associate
Current account
Ch$
156,988
-
156,988
5,216,012
TOTAL
12/31/2014
ThCh$
12/31/2013
ThCh$
b. Related party receivables, non-current
Chilean Tax
ID
Company name
Country
Relationship
Description
Term
Currency
Foreign
Grupo Casa Saba
S.A.B de C.V.
Mexico
Owner
Current account
Ch$
-
18,366,456
Foreign
Grupo Casa Saba
S.A.B de C.V.
Mexico
Owner
Current account
US$
-
31,164,521
-
49,530,977
TOTAL
12/31/2014
ThCh$
12/31/2013
ThCh$
c. Related party payables, current
Chilean Tax
ID
Company name
Country
Relationship
Description
Term
Currency
12/31/2014
ThCh$
12/31/2013
ThCh$
Foreign
Casa Saba S.A.de
C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
6,589,577
Foreign
Farmacias ABC de
México, S.A. de
C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
471,854
Foreign
Centennial, S.A.
de C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
623,506
Foreign
Publicaciones
Citem, S.A. de C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
30,542
Foreign
Daltem Provee
Norte, S.A. de C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
202,681
Foreign
Transportes Marproa, S.A. de C.V.
Mexico
Common
parent
Inventory purchase
60 days
MX$
-
270,229
Other
Chile
Minority
shareholders
Dividends
Ch$
98,981
134,809
Inmobiliaria Avantuen S.A.
Chile
Associate
Current account
Ch$
430,622
476,161
529,603
8,799,359
76.912.090-4
TOTAL
d. Related party payables, non-current
Chilean Tax
ID
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PERFORMANCE
GENERAL INFORMATION
Material Events
Company name
Country
Relationship
Description
Term
Currency
12/31/2014
ThCh$
Foreign
Grupo Casa Saba
S.A.B de C.V.
Mexico
Owner
Company
purchase
42 months
US$
-
13,895,014
Foreign
Casa Saba S.A.B
de C.V.
Mexico
Common
parent
Property
purchase
42 months
MX$
-
6,128,092
Foreign
Controladora Casa
Saba S.A.B de C.V.
Mexico
Owner
Dividends
Ch$
-
14,102,959
Foreign
Grupo Casa Saba
S.A.B de C.V.
Mexico
Owner
Current account
Ch$
TOTAL
12/31/2013
ThCh$
-
445,706
-
34,571,771
The transactions and outstanding balances with other related group parties are disclosed within the consolidated financial statements.
Transactions and outstanding balances between the Company and its subsidiaries are eliminated on consolidation and have no effect on the
consolidated financial statements and thus are excluded from this note.
Only the balances for Farmacias ABC de México S.A. de C.V. as of December 31, 2013, have been included, since as of December 31, 2014 it
had become a subsidiary and had been consolidated.
Transactions with related parties.
2014
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GENERAL INFORMATION
Material Events
Company Name
Grupo Casa Saba S.A.B
de C.V.
Casa Saba S.A.B de C.V.
Centennial S.A. De C.V.
Publicaciones Citem
S.A. de C.V.
Daltem Provee Norte
S.A.
Transportes Marproa
S.A. de C.V.
Transportes Marproa
S.A. de C.V.
Farmacias ABC de
México, S.A. de C.V.
de C.V.
Inmobiliaria Avantuén
S.A.
Euroamérica Seguros
de Vida S.A.
Inmobiliaria Faster S.A.
Distribuidora y
Comercial Imexporta
Ltda.
de C.V.
Distribuidora y
Comercial Imexporta
Ltda.
Inmobiliaria Faster S.A.
Inmobiliaria Avantuén
S.A.
2013
Effect on
Profit or Loss
ThCh$
Amount
ThCh$
Effect on
Profit or Loss
ThCh$
Amount
ThCh$
Country
Relationship
Description
Mexico
Mexico
Mexico
Owner
Common parent
Common parent
Interest
Inventory purchase
Inventory purchase
1,738,733
27,205,980
528,078
1,738,733
(26,136,389)
(441,521)
2,874,934
70,520,949
537,046
2,874,934
(69,780,643)
(498,732)
Mexico
Common parent
Inventory purchase
412
(388)
132,944
-
Mexico
Common parent
Inventory purchase
307,680
(297,389)
836,248
(831,516)
Mexico
Common parent
19,670
-
840,802
(766,978)
Mexico
Mexico
Common parent
Common parent
Inventory purchase
Transport service
purchase
Inventory sale
888,604
616,451
(794,100)
448,721
2,690,849
2,690,849
Mexico
Common parent
Inventory sale
-
-
8,285,534
8,285,534
Mexico
Owner
Current account
-
-
325,557
-
Chile
Associate
Current account
45,538
45,538
285,136
-
Chile
Chile
Other related parties
Associate
Rental paid
Current account
48,765
156,973
(48,765)
-
31,186
244,261
(31,186)
-
Chile
Mexico
Mexico
6,172
5,186
83,065
(47,360)
Owner
Common parent
Logistical service
collections
Company purchase
ABC
Warehouse sale
7,571,477
6,803,180
-
-
-
Chile
Chile
Associate
Inventory purchase
Current account
100,986
156,973
(84,862)
-
-
-
Chile
Associate
Current account
45,538
45,538
-
-
10.3. PRICING FOR TRANSACTIONS
WITH RELATED PARTIES
As of December 31, 2014 and 2013, the main categories of inventory
were as follows:
Sales and purchases between related entities were performed using
FINISHED GOODS
12/31/2014
ThCh$
12/31/2013
ThCh$
by the board. Transactions between related entities do not accrue
TOTAL
169,436,172
150,118,304
interest or inflation indexing, with the exception of current accounts
Food, beverages and tobacco
6,347,358
5,464,783
which carry market interest rates.
Drugs and pharmaceuticals
116,780,115
106,600,633
Cosmetic and personal hygiene
products
42,498,441
32,817,823
3,810,258
5,235,065
2014
ThCh$
2013
ThCh$
701,619,358
629,924,047
701,619,358
629,924,047
normal market prices, terms and conditions, and were duly approved
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Material Events
NOTE 11 INVENTORIES
Diverse consumer goods
As of December 31, 2014 and 2013, inventories were as follows:
INVENTORIES
12/31/2014
ThCh$
12/31/2013
ThCh$
TOTAL
TOTAL
169,906,972
150,101,658
492,938
598,511
Cost of inventories expensed
during the period
169,436,172
150,118,304
Goods in transit
767,629
6,588
Other inventories
413,535
286,806
(1,203,302)
(908,551)
Raw materials
Finished goods
Obsolete inventory provision
11.1. REVERSALS IN IMPAIRMENT
As of December 31, 2014:
• There have been no reversals of impairment provisions from
The movement in the obsolescence provision was as follows:
previous years, that would reduce the cost of inventories expensed
during the period.
12/31/2014
ThCh$
12/31/2013
ThCh$
Initial balance
(908,551)
(806,133)
Inventory impairment
(298,114)
(112,001)
3,363
9,583
(1,203,302)
(908,551)
Translation effect
TOTAL
In the period covered by these financial statements impairment
recognized in previous years has not been reversed.
• No circumstances have been detected to trigger the reversal of
an impairment provision.
• The book value of inventories have not been pledged as security
on borrowing.
NOTE 12 INVESTMENTS IN RELATED
COMPANIES
A. AS OF DECEMBER 31, 2014 AND 2013, THE
MOVEMENT IN INVESTMENTS IN SUBSIDIARIES
AND ASSOCIATES WAS AS FOLLOWS:
There have been no movements in investments in subsidiaries and
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associates during the years ended December 31, 2014 and 2013.
B. ADDITIONAL DISCLOSURES ON
INVESTMENTS IN ASSOCIATES
Summary financial information on associates as of the reporting dates
was as follows:
12/31/2013
Associate name
Inmobiliaria
Avantuen S.A.
Inmobiliaria
Avantuen S.A.
Cost of investment
in associate in
thousands of pesos
1,546,390
1,546,390
Associate's country
of incorporation
Chile
Chile
Functional currency
Chilean peso
Chilean peso
Associate's main
business
Management,
development and
services for real
estate projects and
property leasing
Management,
development and
services for real
estate projects and
property leasing
49%
49%
Interest in the
associate
12/31/2014
ASSETS
ThCh$
Current for associates
LIABILITIES
ThCh$
3,075,134
2,012,375
Non-current for associates
2,094,050
-
TOTAL
5,169,184
2,012,375
12/31/2013
ASSETS
ThCh$
Current for associates
Non-current for associates
TOTAL
PROFIT (LOSS) FOR ASSOCIATES
Revenue for associates
Material Events
12/31/2014
Operating expenses for associates
Profit (loss) for associates
Investments in associates
• Inmobiliaria Avantuen S.A.
• Inmobiliaria Faster S.A.
6,680,348
LIABILITIES
ThCh$
Associate's country of
incorporation
12/31/2013
Inmobiliaria
Faster S.A.
Inmobiliaria
Faster S.A.
490
490
Chile
Chile
Functional currency
Chilean peso
Chilean peso
Associate's main business
Real estate
Real estate
development development
6,129,075
2,158,034
-
8,838,382
6,129,075
12/31/2014
ThCh$
Cost of investment in associate in
thousands of pesos
12/31/2014
12/31/2013
ThCh$
587,716
1,467,997
(562,114)
(400,830)
25,602
1,067,167
Interest in the associate
accounted for using the equity
method, opening balance
Changes in investments in
associates
49%
49%
12/31/2014
ThCh$
12/31/2013
ThCh$
1,326,006
803,093
12,545
522,913
Share of income (loss) from
investments in associates
206,730
-
Share in prior period items
219,275
522,913
Changes in investments in
associates, total
1,545,281
1,326,006
accounted for using the equity
method, closing balance
1,545,281
1,326,006
Reconciliation of revenue from associates
C. SIGNIFICANT SUBSIDIARIES
The Company has revenue from the following associates:
The Company's significant subsidiaries were as follows:
• Inmobiliaria Avantuen S.A.
• FASA Investment Ltda.
• Inmobiliaria Faster S.A.
• FASA Chile S.A.
12/31/2014
ThCh$
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Material Events
Share of income (loss) from
investments in associates
12/31/2013
ThCh$
12,545
522,913
DECEMBER 31, 2014
Chilean Tax
ID
Coun- Functional
try
Currency
Subsidiary
Participation
100%
100%
96.969.830-7 Chile
Chilean
peso
FASA
Investment
Ltda.
96.809.530-7 Chile
Chilean
peso
FASA Chile
S.A.
TOTAL
Current
Assets
ThCh$
NonCurrent
Assets
ThCh$
Current
Liabilities
ThCh$
209,826,859 144,808,947 173,010,169
130,400,995 40,262,826
133,125,137
340,227,854 185,071,773 306,135,306
NonCurrent
Liabilities
ThCh$
Revenue
ThCh$
32,610,530
547,877,472
13,898,584
Profit
(Loss)
ThCh$
(40,781)
396,641,740
476,584
46,509,114 944,519,212
435,803
NonCurrent
Liabilities
ThCh$
Profit
(Loss)
ThCh$
DECEMBER 31, 2013
Current
Assets
ThCh$
NonCurrent
Assets
ThCh$
Current
Liabilities
ThCh$
137,170,448
Coun- Functional
try
Currency Subsidiary
Participation
96.969.830-7 Chile
Chilean
peso
FASA
Investment
Ltda.
100%
198,602,010
132,075,361
96.809.530-7 Chile
Chilean
peso
FASA Chile
S.A.
100%
132,337,202
37,648,579 134,381,454
Chilean Tax
ID
TOTAL
Revenue
ThCh$
47,451,311 474,266,004
11,953,551
330,939,212 169,723,940 271,551,902 59,404,862
369,159,793
19,060,747
3,777,692
843,425,797 22,838,439
NOTE 13 INTANGIBLE ASSETS OTHER THAN GOODWILL
Intangible assets were as follows:
12/31/2014
ThCh$
INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS, NET
Development costs, net
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
(1)
Trademarks, patents and registered trademarks, net
(2)
Lease rights, net
Software, net
IDENTIFIABLE INTANGIBLE ASSETS, GROSS
Development costs, gross (1)
Trademarks, patents and registered trademarks, gross
(2)
Lease rights, gross
58,644,181
1,865,376
917,400
55,745,135
53,985,994
6,842,113
2,180,460
1,267,435
1,560,327
84,095,983
72,511,543
1,865,376
917,400
59,458,652
54,523,248
10,289,247
5,063,965
12,482,708
12,006,930
ACCUMULATED AMORTIZATION AND IMPAIRMENT PROVISIONS, INTANGIBLE ASSETS, TOTAL
18,375,924
13,867,362
Accumulated amortization and impairment provisions, trademarks, patents and registered trademarks (2)
3,713,517
537,254
Accumulated amortization and impairment provisions, lease rights
3,447,134
2,883,505
11,215,273
10,446,603
Accumulated amortization and impairment provisions, software
(1) These are capitalized IT projects under development. When complete, they will be transferred to property, plant and equipment.
(2) The most significant acquired trademarks are:
DETAIL
12/31/2014
ThCh$
12/31/2013
ThCh$
Trademark Farmacias Ahumada
1,036,944
1,036,944
Trademark Farmacias Benavides
53,887,625
52,436,854
820,566
512,196
55,745,135
53,985,994
TOTAL PATENTS AND REGISTERED TRADEMARKS
There is no evidence of impairment for these trademarks as of the reporting date.
Material Events
65,720,059
Software, gross
Patents and registered trademarks
GENERAL INFORMATION
12/31/2013
ThCh$
The movements in intangible assets during the years ended December 31, 2014 and 2013 were as follows:
MOVEMENTS DURING THE YEAR ENDED 12/31/2014
Opening balance as of January 1, 2014
Additions
INTRODUCTION
Company Details
Software,
Net
Identifiable
Intangible
Assets, Net
917,400
53,985,994
2,180,460
1,560,327
58,644,181
1,285,501
501,168
-
134,101
1,920,770
114,792
-
5,021,425
220,563
5,356,780
(43,513)
-
(754,843)
(28,077)
(826,433)
Amortization
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Material Events
Lease
Rights, Net
Additions under business combinations
GENERAL INFORMATION
Trademarks,
Patents and
Registered
Trademarks,
Net
Retirements
THE COMPANY
History
Regional Presence
Business Units
PERFORMANCE
Development
Costs, Net
Other increases (decreases)
Total changes
-
(190,055)
(567,216)
(751,957)
(1,509,228)
14,359
1,448,028
962,287
15,814
2,440,488
(423,163)
-
-
116,664
(306,499)
947,976
1,759,141
4,661,653
(292,892)
7,075,878
1,865,376
55,745,135
6,842,113
1,267,435
65,720,059
Development
Costs, Net
Trademarks,
Patents and
Registered
Trademarks,
Net
Lease
Rights, Net
740,727
49,646,093
1,067,269
Additions
271,732
829,258
Retirements
(18,215)
-
MOVEMENTS DURING THE YEAR ENDED 12/31/2013
Amortization
Other increases (decreases)
Total changes
Software,
Net
Identifiable
Intangible
Assets, Net
1,054,510
52,508,599
635,238
318,475
2,054,703
(9,626)
(10,002)
(37,843)
-
(398,864)
(112,468)
(179,051)
(690,383)
12,482
3,909,507
600,047
376,395
4,898,431
(89,326)
-
-
-
(89,326)
176,673
4,339,901
1,113,191
505,817
6,135,582
917,400
53,985,994
2,180,460
1,560,327
58,644,181
NOTE 14 PROPERTY, PLANT AND EQUIPMENT
As of December 31, 2014 and 2013, the net and gross value of items of property, plant and equipment were as follows:
PROPERTY, PLANT AND EQUIPMENT BY CATEGORY
12/31/2014
ThCh$
Property, plant and equipment, net
Land, net
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Buildings, net
Plant and equipment, net
IT equipment, net
Motor vehicles, net
Leasehold improvements, net
Property, plant and equipment, gross
Land, gross
79,171,968
89,135,739
5,576,055
10,511,176
8,644,492
9,870,912
19,730,285
22,547,382
4,419,999
5,735,595
47,278
30,256
40,753,859
40,440,418
239,715,661
251,096,317
5,576,055
10,511,176
10,330,544
11,302,182
Plant and equipment, gross
84,027,120
85,136,635
IT equipment, gross
39,090,194
49,725,772
522,632
497,412
100,169,116
93,923,140
160,543,693
161,960,578
1,686,052
1,431,270
Accumulated depreciation and impairment, plant and equipment
64,296,835
62,589,253
Accumulated depreciation and impairment, IT equipment
34,670,195
43,990,177
475,354
467,156
59,415,257
53,482,722
Buildings, gross
Motor vehicles, gross
Leasehold improvements, gross
Total accumulated depreciation and impairment, property, plant and equipment
Accumulated depreciation and impairment, buildings
Accumulated depreciation and impairment, vehicles
Accumulated depreciation and impairment, leasehold improvements
Property, plant and equipment is valued at depreciated historical cost.
Land is valued at historical cost. Historical cost includes all expenses
Material Events
12/31/2013
ThCh$
directly attributable to the acquisition of the asset.
REAPPRAISED ASSET
Book Value
Before
Reappraisal
Thch$
Reappraisal
Adjustment
Thch$
New Value
Thch$
14.1 REVALUATION OF PROPERTY,
PLANT AND EQUIPMENT
Land, Chilean Distribution Center
875,016
1,312,626
2,187,642
As of the transition date to IFRS, the Company applied the attributed
Buildings, Chilean Distribution Center
6,745,514
1,514,869
8,260,383
Land, Mexico
1,779,897
(1,187,495)
592,402
cost exemption allowed under IFRS 1. The Chilean Distribution
Center and certain plots owned by its Mexican subsidiary Farmacias
Benavides S.A.B. de C.V. were revalued by independent experts. The
reappraisal used the following variables: replacement value of the
assets, commercial value, comparative market value and depreciation.
The effects of this revaluation was as follows:
As of December 31, 2014 and 2013, these assets were not impaired.
14.2 DISMANTLING OF PROPERTY,
PLANT AND EQUIPMENT
14.3 MOVEMENTS IN PROPERTY,
PLANT AND EQUIPMENT
The Company recognizes the cost of dismantling property, plant and
Movements in property, plant and equipment during the years ended
equipment, when this can be reliably measured, and which arise from
December 31, 2014 and 2013, were as follows:
obligations to disburse significant amounts in relation to the book
value of the original investment. As of December 31, 2014 and 2013,
no provision was required for dismantling costs.
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MOVEMENTS DURING THE
YEAR ENDED 12/31/2014
Opening balance as of
January 1, 2014
Land
10,511,176
Additions
Additions under
business combinations
Retirements
MOVEMENTS
INTRODUCTION
Company Details
Depreciation
Increase (decrease)
due to exchange rate
changes
Impairment losses
recognized in profit or
loss
Other increases
(decreases)
Total changes
Closing balance as of December 31, 2014
Plant and
Equipment,
Net
Buildings,
Net
Leasehold
Motor
Improvements,
Vehicles, Net
Net
IT Equipment, Net
Property,
Plant and
Equipment,
Net
9,870,912
22,547,382
5,735,595
30,256
40,440,418
89,135,739
158,044
5,551,654
586,576
28,317
3,359,653
10,429,918
26,191
463,481
155,856
12,615
445,231
1,219,122
(1,299,960)
(537,285)
(1,463,129)
-
(3,371,189)
(12,605,927)
(145,467)
(4,222,850)
(1,463,554)
(30,162)
(5,186,160)
(11,048,193)
34,772
1,425,784
51,380
880
717,145
2,367,782
-
(472,801)
-
-
(160,171)
(632,972)
-
(5,025,080)
817,274
5,373
4,508,932
306,499
(4,935,121)
(1,226,420)
(2,817,097)
(1,315,597)
17,023
313,441
(9,963,771)
5,576,055
8,644,492
19,730,285
4,419,998
47,279
40,753,859
79,171,968
MOVEMENTS DURING THE
YEAR ENDED 12/31/2013
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MOVEMENTS
Plant and
Equipment,
Net
Buildings,
Net
Land
IT Equipment,
Net
Motor
Vehicles, Net
Leasehold
Improvements,
Net
Property,
Plant and
Equipment,
Net
10,511,176
9,870,912
22,547,382
5,735,595
30,256
40,440,418
89,135,739
Additions
-
-
5,241,692
1,889,653
-
7,101,869
14,233,214
Retirements
-
(72,939)
(69,247)
(2,279)
(7,982)
(814,392)
(966,839)
Depreciation
-
(159,249)
(3,529,558)
(1,982,043)
(35,975)
(4,086,928)
(9,793,753)
413,146
97,844
861,986
128,815
3,310
3,227,147
4,732,248
Impairment losses
recognized in profit or
loss
-
-
(481,422)
-
-
(72,938)
(554,360)
Other increases
(decreases)
-
-
(1,013,176)
128,507
-
884,669
-
413,146
(134,344)
1,010,275
162,653
(40,647)
6,239,427
7,650,510
10,511,176
9,870,912
22,547,382
5,735,595
30,256
40,440,418
89,135,739
Increase (decrease)
due to exchange rate
changes
Total changes
14.4 GOODS TEMPORARILY OUT OF SERVICE
NOTE 15 GOODWILL
As of December 31, 2014 and 2013, there was no significant item of
As of December 31, 2014 and 2013, goodwill was as follows:
property, plant or equipment temporarily out of service.
CURRENCY
12/31/2014
ThCh$
12/31/2013
ThCh$
Business combination
FASA Investment
S.A. with Farmacias
Benavides S.A. de C.V.
MX$
12,063,829
11,752,037
Business combination
FASA Chile S.A. with
GNC S.A.
Ch$
1,182,660
1,182,660
13,246,489
12,934,697
14.5 DEPRECIATED ASSETS IN USE
CONCEPT
As of December 31, 2014 and 2013, there was no significant item of
property, plant or equipment fully depreciated but still in use.
14.6 COMMITMENTS TO PURCHASE OR SELL
PROPERTY, PLANT AND EQUIPMENT
TOTAL
As of December 31, 2014 and 2013, neither the Company nor its
subsidiaries had commitments to purchase or sell assets, except in
the normal course of business.
The variation in goodwill recognized under the business combination
with Farmacias Benavides is the foreign currency translation
14.7 FULFILLMENT OF OBLIGATIONS
As of December 31, 2014 and 2013, property, plant and equipment is
not encumbered to guarantee the fulfilment of obligations.
movement during the period.
Impairment tests for goodwill and trademarks
• Includes changes in working capital and maintenance investments;
Impairment tests are applied to Cash Generating Units (CGUs). The
• Discount rates in nominal pesos before tax (WACC) of 7.27%
Company has selected its CGUs as the premises that comprise its
chain of pharmacies, since these are the lowest level at which the
As of December 31, 2014 and 2013, goodwill has not been impaired.
trademark and goodwill can be reliably compared, either by value in
use, or by market value less disposal costs.
INTRODUCTION
Company Details
Management has analyzed impairment losses based on value in use,
as follows:
NOTE 16 FINANCE LEASE DISCLOSURES
(BY ASSET CLASS AND LEASEHOLDER) AND
OPERATING LEASE DISCLOSURES
• Cash flows approved by senior management;
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
16.1 FINANCE LEASES
• Projected cash flows provided by management over a time
horizon of 5 years, in nominal Mexican pesos for Farmacias
As of December 31, 2014 and 2013, the Company has finance lease
Benavides S. A. de C.V., and in Chilean pesos for GNC S.A.
contracts for its commercial premises, computer equipment and
store equipment.
• Residual value with growth of 3.61% in line with long-term inflation
for Farmacias Benavides S.A. de C.V. in Mexico.
Institution
Interamericana
Interamericana
Interamericana
Interamericana
Consorcio Nacional de Seguros S.A.
Consorcio Nacional de Seguros S.A.
IBM
HP
HP
Asset Type
Temuco store
La Reina store
Ñuñoa store
Melipilla store
Vitacura store
Ñuñoa store
Servers
Servers
Servers
As of December 31, 2014, finance lease contracts were as follows:
Contract Start
Date
11/05/1999
12/24/1999
12/24/1999
12/24/1999
10/06/1999
12/23/1999
11/05/2009
07/27/2011
06/30/2013
Contract
Currency
UF
UF
UF
UF
UF
UF
US$
US$
US$
Contract
Amount
28,457.24
24,088.87
21,144.89
18,557.92
38,800.00
27,160.00
636,893.98
198,000.00
1,491,807.52
Number of
Installments
88
88
88
88
240
240
36
60
60
Purchase
Option
533.66
447.50
373.70
341.20
246.50
176.90
17,369.83
3,957.74
29,817.08
As of December 31, 2014 and 2013, finance leases for property, plant and equipment were as follows:
LEASE CLASSES
12/31/2014
ThCh$
Property, plant and equipment under finance leases, net, total
3,342,437
3,721,395
Land under finance leases, net
1,980,771
1,980,771
643,977
658,658
Buildings under finance leases, net
Plant and equipment under finance leases, net
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
IT equipment under finance leases, net
19,418
82,817
698,271
999,149
16.2 RECONCILIATION OF MINIMUM FINANCE LEASE PAYMENT, LESSEE
12/31/2014
MINIMUM LEASE PAYMENTS, FINANCE LEASE OBLIGATIONS
Under one year
One to five years
Over five years
Total
GROSS
ThCh$
INTEREST
ThCh$
PRESENT
VALUE
ThCh$
657,122
150,600
506,522
1,663,153
295,281
1,367,872
324,469
26,750
297,719
2,644,744
472,631
2,172,113
12/31/2013
MINIMUM LEASE PAYMENTS, FINANCE LEASE OBLIGATIONS
PERFORMANCE
Under one year
GENERAL INFORMATION
Total
Material Events
12/31/2013
ThCh$
One to five years
Over five years
GROSS
ThCh$
INTEREST
ThCh$
PRESENT
VALUE
ThCh$
620,679
167,369
453,310
2,145,050
442,629
1,702,421
282,010
20,890
261,120
3,047,739
630,888
2,416,851
16.3 MINIMUM FUTURE NON-CANCELLABLE LEASE PAYMENTS
12/31/2014
ThCh$
MINIMUM FUTURE NON-CANCELLABLE LEASE PAYMENTS
Minimum future non-cancellable lease payments, under one year, lessees
37,727,267
33,839,548
Minimum future non-cancellable lease payments, one to five years, lessees
113,300,971
130,660,710
Minimum future non-cancellable lease payments, over five years, lessees
107,547,749
103,854,293
258,575,987
268,354,551
796,688
347,522
49,094,151
42,589,326
Minimum future non-cancellable lease payments, lessees, total
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Minimum expected future non-cancellable sub-lease payments receivable
Lease and sublease installments recognized in profit or loss
Minimum operating lease payments
Sub-lease operating lease payments
Lease and sublease installments recognized in profit or loss, total
on a straight line basis throughout their term, except where a more
219,639
42,808,965
NOTE 17 DEFERRED TAXES
representative distribution basis applies.
Deferred tax is measured using the expected tax rates for the periods
At the end of the operating lease contract period, any contract
when the temporary differences reverse, using tax rates that apply at
penalties or compensations required by the lessor are expensed in
the reporting date, as follows.
the year when the contract ended.
YEAR
16.4 BASIS FOR CALCULATING
CONTINGENT INSTALLMENTS
As of December 31, 2014 and 2013, the Company has calculated
contingent installments on contracts classified as onerous. This
The contingency arises when a store is empty, but lease payments
must continue to be paid until the contract expires. The liabilities
recognized under onerous contracts are detailed in Note 21.
Material Events
241,020
49,335,171
Operating lease installments are recognized as operating expenses
contingency is based on the total obligation stipulated in the contract.
GENERAL INFORMATION
12/31/2013
ThCh$
SEMI-INTEGRATED SYSTEM
2014
21%
2015
22.5%
2016
24%
2017
25.5%
2018
27%
As of December 31, 2014 and 2013, deferred taxes were as follows:
Tax Assets
TEMPORARY DIFFERENCES
12/31/2013
ThCh$
12/31/2014
ThCh$
12/31/2013
ThCh$
-
-
2,756,334
1,537,883
Deferred taxes relating to provisions
8,757,530
2,866,401
-
-
Allowances for doubtful accounts
3,831,029
489,773
-
-
483,285
369,535
-
-
Deferred taxes relating to depreciation
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Vacations
3,866,681
1,515,389
-
-
Obsolete inventories
Pension plans
311,846
221,645
-
-
Other
264,689
270,059
-
-
Deferred taxes relating to property, plant and equipment
3,051,822
3,324,053
-
-
Deferred taxes relating to tax losses
4,436,467
4,063,904
-
-
Deferred taxes relating to other concepts
TOTAL DEFERRED TAXES
688,964
164,204
902,599
865,816
16,934,783
10,418,562
3,658,933
2,403,699
The differences in deferred tax assets and liabilities caused by the
instructions received from the SVS in their Official Ruling 856 dated
increase in corporate income tax rates introduced by Law 20,780
October 17, 2014. Nevertheless, movements in deferred taxes that
dated September 30, 2014, have been recognized in equity only once
arise after this date are recognized in profit or loss for the year, in
within retained earnings (amount of ThCh$334,594). This follows the
accordance with the criteria described earlier.
17.1 MOVEMENTS IN CURRENT TAX EXPENSE WERE AS FOLLOWS.
CURRENT INCOME TAX EXPENSE
Current tax expense (taxable income)
GENERAL INFORMATION
Material Events
Tax Liabilities
12/31/2014
ThCh$
Other current tax expenses
CURRENT TAX EXPENSE, NET, TOTAL
Deferred income tax expense
Deferred expense (income) for taxes on the creation and reversal of temporary differences
Other tax expenses
DEFERRED TAX EXPENSE, NET, TOTAL
EXPENSE (INCOME) FOR INCOME TAXES ACCORDING TO THE STATEMENT OF INCOME
2014
ThCh$
2013
ThCh$
(6,703,598)
(5,948,869)
-
-
(6,703,598)
(5,948,869)
-
-
5,260,986
289,594
-
-
5,260,986
289,594
(1,442,612)
(5,659,275)
17.2 RECONCILIATION OF THE STATUTORY TAX RATE TO THE EFFECTIVE INCOME TAX RATE.
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
12/31/2013
ThCh$
%
Tax expense using the statutory rate (profit (loss) for the year by rate)
2,153,759
21.00%
(4,395,099)
Tax effect of taxes in other jurisdictions
INTRODUCTION
Company Details
12/31/2014
RECONCILIATION OF THE INCOME TAX EXPENSE USING THE STATUTORY
RATE WITH THE TAX EXPENSE USING THE EFFECTIVE RATE.
ThCh$
%
(20.00%)
(540,011)
(5.27%)
(1,706,859)
(7.77%)
Tax effect of non-deductible expenditures
(1,016,880)
(9.91%)
(436,286)
(1.98%)
Tax effect of taxable income or expenses not accounted for
(3,032,966)
(29.57%)
999,655
4.55%
-
-
-
-
Tax effect of changes in tax rates
Other increases (reductions) in tax expenses
993,486
9.69%
(120,686)
(0.55%)
(1,442,612)
14.06%
(5,659,275)
(25.75%)
12/31/2014
ThCh$
12/31/2013
ThCh$
15,853,147
13,230,547
4,845,701
3,600,666
20,698,848
16,831,213
12/31/2014
ThCh$
12/31/2013
ThCh$
Income tax provision
10,786,821
8,646,744
Monthly tax prepayments
(6,429,944)
(3,632,207)
4,356,877
5,014,537
TAX EXPENSE AT THE EFFECTIVE RATE
NOTE 18 CURRENT TAX ASSETS AND LIABILITIES
18.1 CURRENT TAX ASSETS
As of December 31, 2014 and 2013, these were as follows:
CURRENT TAX ASSETS
Tax credits for sales taxes (VAT)
Other recoverable taxes paid abroad
TOTAL
18.2 CURRENT TAX LIABILITIES
GENERAL INFORMATION
Material Events
CURRENT TAX LIABILITIES
TOTAL
NOTE 19 INTEREST-BEARING OBLIGATIONS
A. AS OF DECEMBER 31, 2014 AND 2013, THESE WERE AS FOLLOWS:
BALANCES AS OF DECEMBER 31, 2014
CATEGORIES OF INTEREST-BEARING LOANS
Bank loans
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Finance leases
Bonds
Hedging instruments (Note 7.2)
TOTAL
CURRENT
ThCh$
15,168,101
NON-CURRENT
ThCh$
8,270,484
BALANCES AS OF DECEMBER 31, 2013
CURRENT
ThCh$
NON-CURRENT
ThCh$
7,137,858
13,445,276
506,522
1,665,591
453,310
1,963,541
12,644,653
47,934,608
12,030,916
56,494,802
6,450
655,529
-
258,638
28,325,726
58,526,212
19,622,084
72,162,257
The movement in bank loans during the year ended December 31, 2014, was as follows:
12/31/2014
CONCEPT
OPENING BALANCE AS OF JANUARY 1, 2014
New loans
CURRENT
ThCh$
NON-CURRENT
ThCh$
7,137,858
13,445,276
26,696,782
-
(25,313,948)
-
Transfer from non-current to current
5,174,792
(5,174,792)
Interest
1,472,617
-
15,168,101
8,270,484
Loan repayments
As of December 31, 2014 and 2013, the Company's banking obligations were unsecured.
B. AS OF DECEMBER 31, 2014, INTEREST-BEARING OBLIGATIONS BY
CURRENCY AND MATURITY WERE AS FOLLOWS:
Debtor Tax
ID
Debtor Name
Debtor
Country
Creditor
Tax ID
Creditor Name
Currency
Amortization
Chile
Ch$
Semi-annually
93.767.000-1
Chile
INTRODUCTION
Company Details
93.767.000-1
Chile
97.004.000-5 Banco de Chile
Chile
Ch$
Semi-annually
93.767.000-1
Chile
97.023.000-9 Banco CorpBanca
Chile
US$
Annually
93.767.000-1
Chile
Chile
Euro
Annually
THE COMPANY
History
Regional Presence
Business Units
93.767.000-1
Chile
Chile
Ch$
Annually
93.767.000-1
Chile
Chile
Ch$
Annually
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
97.004.000-5 Banco de Chile
Creditor
Country
93.767.000-1
Chile
97.030.000-7 Banco Estado
Chile
Ch$
Quarterly
93.767.000-1
Chile
Chile
Ch$
Quarterly
93.767.000-1
Chile
Chile
Ch$
Semi-annually
93.767.000-1
Chile
97.036.000-K
Banco Santander
Chile
Ch$
Semi-annually
93.767.000-1
Chile
97.036.000-K
Banco Santander
Chile
Ch$
Semi-annually
93.767.000-1
Chile
99.036.000-K
Banco Santander
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.289.000-2
Banco Bice
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.289.000-2
Banco Bice
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.012.000-5
Consorcio Nacional de Seguros
Chile
UF
Monthly
93.767.000-1
Chile
99.289.000-2
Interamericana
Chile
UF
Quarterly
93.767.000-1
Chile
92.040.000-0 IBM
Chile
US$
Monthly
93.767.000-1
Chile
96.989.610-9 HP
Chile
US$
Monthly
Total
Current
Maturity
Nominal Effective
Interest Interest
Rate
Rate
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Up to 90
Days
ThCh$
Total NonCurrent
Maturity
90 days to
1 Year
ThCh$
As of
12/31/2014
ThCh$
1 to 2
Years
ThCh$
2 to 3
Years
ThCh$
3 to 4
Years
ThCh$
4 to 5
Years
ThCh$
Over 5
Years
ThCh$
As of
12/31/2014
ThCh$
-
1,010,000
1,010,000
-
-
-
-
-
-
4.80%
4.80%
4.80%
4.80%
-
1,212,000
1,212,000
-
-
-
-
-
-
2.50%
2.50%
633,227
-
633,227
-
-
-
-
-
-
2.50%
2.50%
36,707
-
36,707
-
-
-
-
-
-
5.88%
5.88%
-
5,214,038
5,214,038
-
-
-
-
-
-
7.26%
7.26%
169,877
465,377
635,254
581,992
-
-
-
-
581,992
5.54%
5.54%
169,334
500,000
669,334
-
-
-
-
-
-
7.18%
7.18%
-
444,384
444,384
440,000
220,000
-
-
-
660,000
6.94%
7.20%
235,665
192,046
427,711
397,926
875,828
-
-
-
1,273,754
7.98%
7.98%
1,450,433
1,255,751
2,706,184
2,478,233
2,456,259
-
-
-
4,934,492
7.98%
7.98%
240,458
208,385
448,843
411,818
408,428
-
-
-
820,246
5.95%
5.95%
-
1,460,417
1,460,417
-
-
-
-
-
-
8.34%
8.34%
98,231
95,833
194,064
-
-
-
-
-
-
8.34%
8.34%
38,438
37,500
75,938
-
-
-
-
-
-
8.30%
8.30%
34,991
73,635
108,626
95,207
103,276
112,029
104,904
-
415,416
8.30%
8.30%
22,716
70,896
93,612
101,574
110,587
120,204
130,658
297,719
760,742
3.15%
3.15%
39,937
62,785
102,722
-
-
-
-
-
-
5.16%
5.16%
49,007
152,555
201,562
214,584
203,584
71,265
-
-
489,433
Total
3,219,021
12,455,602
15,674,623
4,721,334
4,377,962
303,498
235,562
297,719
9,936,075
C. AS OF DECEMBER 31, 2013, INTEREST-BEARING OBLIGATIONS BY
CURRENCY AND MATURITY WERE AS FOLLOWS:
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Debtor
Tax ID
Debtor
Name
Debtor
Country
Creditor
Tax ID
Creditor
Name
Creditor
Country
Currency
Amortization
93.767.000-1
Chile
97.004.000-5
Banco de Chile
Chile
Ch$
Semi-annually
93.767.000-1
Chile
97.004.000-5
Banco de Chile
Chile
Ch$
Semi-annually
93.767.000-1
Chile
97.023.000-9
Banco CorpBanca
Chile
US$
Annually
93.767.000-1
Chile
97.023.000-9
Banco CorpBanca
Chile
Euro
Annually
93.767.000-1
Chile
97.030.000-7
Banco CorpBanca
Chile
Ch$
Annually
93.767.000-1
Chile
97.030.000-7
Banco Estado
Chile
Ch$
Quarterly
93.767.000-1
Chile
97.036.000-K
Banco Estado
Chile
Ch$
Quarterly
93.767.000-1
Chile
97.036.000-K
Banco Santander
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.036.000-K
Banco Santander
Chile
Ch$
Semi-annually
93.767.000-1
Chile
99.289.000-2
Banco Santander
Chile
Ch$
Semi-annually
93.767.000-1
Chile
99.289.000-2
Banco Bice
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.012.000-5
Banco Bice
Chile
Ch$
Quarterly
93.767.000-1
Chile
99.289.000-2
Consorcio Nacional de Seguros
Chile
UF
Monthly
93.767.000-1
Chile
92.040.000-0
Interamericana
Chile
UF
Quarterly
93.767.000-1
Chile
92.040.000-0
IBM
Chile
US$
Monthly
93.767.000-1
Chile
96.989.610-9
HP
Chile
US$
Monthly
96.809.530-7
FASA Chile S.A.
Chile
97.030.000-7
Banco Estado
Chile
Ch$
Quarterly
Total
Current
Maturity
Nominal Effective
Interest Interest
Rate
Rate
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Up to 90
Days
ThCh$
Total NonCurrent
Maturity
90 days to
1 Year
ThCh$
As of
12/31/2013
ThCh$
1 to 2
Years
ThCh$
2 to 3
Years
ThCh$
3 to 4
Years
ThCh$
4 to 5
Years
ThCh$
Over 5
Years
ThCh$
As of
12/31/2013
ThCh$
-
1,018,560
1,018,560
-
-
-
-
-
-
6.96%
6.96%
6.60%
6.60%
-
1,216,500
1,216,500
-
-
-
-
-
-
2.50%
2.50%
336,244
-
336,244
-
-
-
-
-
-
2.50%
2.50%
114,422
-
114,422
-
-
-
-
-
-
7.26%
7.26%
-
641,152
641,152
600,000
581,993
-
-
-
1,181,993
5.93%
5.93%
-
672,377
672,377
666,667
-
-
-
-
666,667
7.17%
7.17%
-
446,143
446,143
440,000
440,000
220,000
-
-
1,100,000
6.35%
6.35%
-
1,423,946
1,423,946
-
-
-
-
-
-
7.98%
8.29%
-
223,995
223,995
-
2,482,000
2,482,000
2,443,280
-
7,407,280
7.98%
8.28%
-
36,441
36,441
-
412,700
412,700
405,270
-
1,230,670
8.34%
8.34%
-
390,527
390,527
191,669
-
-
-
-
191,669
8.34%
8.34%
-
152,815
152,815
75,000
-
-
-
-
75,000
8.30%
8.30%
38,305
58,017
96,322
139,724
139,724
139,724
57,093
-
476,265
8.30%
8.30%
19,788
61,726
81,514
153,461
153,461
120,302
120,302
261,120
808,646
3.15%
3.15%
33,879
79,701
113,580
81,179
-
-
-
-
81,179
5.16%
5.16%
39,361
122,533
161,894
174,277
185,533
176,024
61,617
-
597,451
7.20%
7.20%
-
464,736
464,736
400,000
400,000
400,000
391,997
-
1,591,997
Total
581,999
7,009,169
7,591,168
2,921,977
4,795,411
3,950,750
3,479,559
261,120 15,408,817
D. AS OF DECEMBER 31, 2014 AND 2013, BONDS WERE AS FOLLOWS:
Series
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
E
F
TOTAL
Nominal
Amount
Placed UF
1,800,000
2,200,000
4,000,000
Book Value, Current
12/31/2014 12/31/2013
ThCh$
ThCh$
8,951,097
8,522,337
3,693,556
3,508,579
12,644,653
12,030,916
Book Value, Non-Current
12/31/2014 12/31/2013
ThCh$
ThCh$
4,264,225
12,194,591
43,670,383
44,300,211
47,934,608 56,494,802
Maturity
Date
5/15/2016
5/15/2029
Issuing Company
Country
Guaranteed
(Yes/No)
Chile
Chile
NO
NO
NOTE 20 TRADE AND OTHER PAYABLES, CURRENT
12/31/2014
ThCh$
258,977,325
227,091,323
31,886,002
20,258,935
1,644,406
7,293,410
7,780,507
1,481,385
2,059,227
279,236,260
ACCOUNTS PAYABLE, CURRENT
Trade and other payables, current
Suppliers
Other trade payables
Other liabilities, current
Leases and consumables
Withholding
Administrative expenses
Advertising
Professional fees
Vacation
TOTAL
12/31/2013
ThCh$
222,415,708
196,631,748
25,783,960
12,512,430
1,786,173
4,702,452
4,153,641
5,347
22,503
1,842,314
234,928,138
Suppliers analyzed by due date were as follows:
Suppliers as of December 31, 2014:
GENERAL INFORMATION
SUPPLIERS NOT YET DUE
Material Events
SUPPLIER TYPE
Goods
Services
Other
Subtotal not yet due
Up to 30 Days
ThCh$
62,756,826
16,503,344
9,400,235
88,660,405
31-60 Days
ThCh$
48,862,965
12,042,711
60,905,676
AMOUNTS BY DUE DATE
61-90 Days
91-120 Days 121-365 Days Over 366 days
ThCh$
ThCh$
ThCh$
ThCh$
12,019,922
2,262,434
177,903
285
11,551,827
7,934,365
1,439,125
23,571,749
10,196,799
1,617,028
285
Total
ThCh$
126,080,335
49,471,372
9,400,235
184,951,942
Up to 30 Days
ThCh$
21,001,997
2,779,293
67,193
23,848,483
112,508,888
31-60 Days
ThCh$
4,450,329
213,359
568
4,664,256
65,569,932
AMOUNTS BY DUE DATE
61-90 Days
91-120 Days 121-365 Days Over 366 days
ThCh$
ThCh$
ThCh$
ThCh$
2,187,514
1,049,487
5,156,583
4,108,394
91,330
123,966
347,883
528,037
14,441
19,007
2,278,844
1,173,453
5,518,907
4,655,438
25,850,593
11,370,252
7,135,935
4,655,723
Total
ThCh$
37,954,304
4,083,868
101,209
42,139,381
227,091,323
SUPPLIERS PAST DUE
SUPPLIER TYPE
Goods
Services
Other
Subtotal past due
TOTAL SUPPLIERS
Suppliers as of December 31, 2013:
SUPPLIERS NOT YET DUE
AMOUNTS BY DUE DATE
SUPPLIER TYPE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
Up to 30
Days
ThCh$
31-60 Days
ThCh$
121-365 Days
ThCh$
Over 366
days
ThCh$
Total
ThCh$
43,568,721
42,141,497
11,937,664
3,224,144
506,642
424
101,379,092
Services
14,313,781
19,465,507
6,750,976
5,321,043
5,632,847
-
51,484,154
Other
Subtotal not yet due
5,417,130
68,001
1,493
-
-
-
5,486,624
63,299,632
61,675,005
18,690,133
8,545,187
6,139,489
424
158,349,870
SUPPLIERS PAST DUE
AMOUNTS BY DUE DATE
SUPPLIER TYPE
Goods
Up to 30
Days
ThCh$
61-90 Days
ThCh$
91-120 Days
ThCh$
121-365 Days
ThCh$
Over 366
days
ThCh$
Total
ThCh$
14,237,084
11,457,215
2,011,979
1,399,796
2,017,471
671,862
31,795,407
2,752,172
1,726,481
334,318
152,441
671,902
585,070
6,222,384
Services
Other
Subtotal past due
31-60 Days
ThCh$
159,761
6,033
-
-
42,128
56,165
264,087
17,149,017
13,189,729
2,346,297
1,552,237
2,731,501
1,313,097
38,281,878
TOTAL SUPPLIERS
196,631,748
NOTE 21 PROVISIONS
Restructuring provision, current (1)
Legal claims provision, current
(2)
Onerous contracts provision, current
(3)
Profit sharing and bonus provisions, current (4)
Material Events
91-120 Days
ThCh$
Goods
PROVISIONS, CURRENT
GENERAL INFORMATION
61-90 Days
ThCh$
Other provisions (5)
TOTAL
12/31/2014
ThCh$
12/31/2013
ThCh$
42,376
37,670
33,291
25,755
186,491
228,132
1,642,861
1,616,630
572,717
224,692
2,477,736
2,132,879
(1) The Company records provisions for termination benefits, retention bonuses for executives and other additional benefits as a result of changes to
the Company's structure.
(2) The Company records provisions against the outcome of current lawsuits where an unfavorable result is probable.
(3) The Company records provisions for those lease contracts in which the cost of complying with contractual obligations exceeds the financial
returns from that property.
(4) The Company records provisions for these commitments to executives.
(5) These provisions are mainly for external consultancy fees.
Movements in provisions during the year ended December 31, 2014, were as follows:
Movements in Provisions, Current
THE COMPANY
History
Regional Presence
Business Units
Legal
Claims
Onerous
Contracts
Profit Sharing
and Bonuses
Other
Total
37,670
25,755
228,132
1,616,630
224,692
2,132,879
Increase (decrease) in existing provisions
4,706
7,536
(41,641)
26,231
348,025
344,857
4,706
7,536
(41,641)
26,231
348,025
344,857
42,376
33,291
186,491
1,642,861
572,717
2,477,736
Changes in provisions, total
INTRODUCTION
Company Details
Restructuring
NOTE 22 NON-CURRENT EMPLOYEE BENEFITS PROVISIONS
12/31/2014
ThCh$
12/31/2013
ThCh$
Mexican pension plan liabilities (*)
6,034,487
4,381,768
Seniority bonus liabilities
1,140,961
895,636
7,175,448
5,277,404
TOTAL
Mexican pension plan liabilities (*)
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
The interest rates and actuarial assumptions used to calculate the present values of the obligations and expected returns on the assets
mentioned below use nominal rates, due to the Group's non-inflationary economic environment.
EMPLOYMENT LIABILITIES
12/31/2014
ThCh$
12/31/2013
ThCh$
Total present value of the obligations
7,175,448
5,277,404
Value of plan assets
(636,772)
(756,342)
Net liability for employment obligations
EXPENSE RECOGNIZED IN PROFIT OR LOSS
6,538,676
12/31/2014
ThCh$
4,521,062
12/31/2013
ThCh$
Current service cost
326,301
320,278
Net interest cost
383,858
313,217
Staff transfer cost
240,149
66,399
Net cost for the year
950,308
699,894
CHANGES IN DEFINED BENEFIT OBLIGATIONS
Opening balance of defined benefit obligations
12/31/2014
ThCh$
12/31/2013
ThCh$
5,277,404
4,799,869
147,205
420,265
Defined benefit obligations as of January 1
5,424,609
5,220,134
Benefits paid
(201,559)
(168,063)
Current service cost
326,301
320,278
Interest cost
383,858
313,177
Staff transfer cost
240,149
691,147
Revaluation of the obligation
1,002,090
(1,099,269)
DEFINED BENEFIT OBLIGATIONS AS OF DECEMBER 31
7,175,448
5,277,404
CHANGES TO THE PLAN
ASSETS
12/31/2014
ThCh$
-
unlikely to occur, as changes in some of the other assumptions may
20,835
-
be correlated.
Estimated interest
47,724
-
-
131,674
(157,867)
-
Assets transferred
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
rate while keeping all the other assumptions fixed. In practice, this is
756,342
Benefits paid
THE COMPANY
History
Regional Presence
Business Units
The previous sensitivity analysis was based on a change in the discount
Assets as of January 1
Contributions
INTRODUCTION
Company Details
12/31/2013
ThCh$
-
624,668
Revaluation of assets
(30,262)
-
ASSETS AS OF DECEMBER
31
636,772
756,342
The methods and assumptions used for the sensitivity analysis are the
same as last year.
The average expiration of the defined benefit obligation is 10.8 years.
The percentage integration of the plan assets is as follows:
CONCEPT
The total recognized in other items of comprehensive income are
described below:
Variable income (equities)
12/31/2014
ThCh$
Accumulated balance at the
beginning of the year
Revaluation of the obligation
Revaluation of plan assets
ACCUMULATED BALANCE
AT THE END OF THE YEAR
Total plan assets
12/31/2013
ThCh$
(1,069,439)
867
-
(1,012,920)
1,099,269
17,463
-
964,760
29,830
100%
100%
0%
0%
100%
100%
be invested in Federal Government securities or debt instruments and
no more than 10% can be invested in Group shares.
The Company has a retention plan for its senior executives, which
has not affected profit as of the date these consolidated financial
12/31/2014
12/31/2013
Discount rate
7.00%
7.00%
Rate of salary increase
4.20%
4.20%
Rate of minimum wage
increase
3.50%
3.50%
The impact on the defined benefit obligation, due to a change in the
discount rate, is shown below:
Baseline scenario
12/31/2013
In accordance with the provisions of the plan assets, at least 30% must
29,830
The main actuarial assumptions were as follows:
SENSITIVITY
Fixed income (debt)
12/31/2014
12/31/2014
ThCh$
12/31/2013
ThCh$
7,175,448
5,277,385
Plus one percentage point
6,580,110
4,720,198
Less one percentage point
7,856,842
5,816,196
Plus one percentage point
9.5%
(11%)
Less one percentage point
(8.39%)
10%
statements were issued.
NOTE 23 EQUITY
23.1 NET EQUITY
Issued Capital
The detail of and movements in equity accounts are disclosed in the
As of December 31, 2014, the Company's issued capital is
Statement of Changes in Net Equity.
1,500,000,000 common shares with no par value. All shares are
fully subscribed and paid and have the same rights and obligations.
Classes of common shares were as follows.
INTRODUCTION
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Material Events
12/31/2014
12/31/2013
SINGLE SERIES
SINGLE SERIES
1,500,000,000
1,500,000,000
59,274,176
59,274,176
Number of shares issued and fully paid by capital class in common shares
1,500,000,000
150,000,000
Number of shares issued by capital class in common shares, total
1,500,000,000
150,000,000
DESCRIPTION OF CAPITAL CLASSES IN COMMON SHARES
Number of authorized shares by capital class in common shares
Share capital by capital class in common shares ThCh$
(a) Translation Reserves
Between 01.01.2013 and 12.31.2014 there were no movements.
The Company does not have any treasury shares.
This reserve reflects the cumulative exchange rate fluctuations
that arise when the financial statements of foreign subsidiaries are
There are no reserves, nor commitments to issue shares to cover
converted from their functional currency into the Company's pre-
option and sale contracts.
sentation currency.
23.2 DIVIDENDS
(b) Hedge Reserves
According to the dividend policy referred to in Note 2.17, the minimum
This reserve arises from applying hedge accounting to hedge in-
dividend is 30% of profit for the year and an interim dividend is
struments. It is the proportion of the hedge's fair value that has
declared on December 31 of each year.
not been taken to profit or loss to cover risks on the item hedged.
23.3 OTHER RESERVES
(c) Pension Plan Reserves
The movement in other reserves during the years ended December
This reserve is the cumulative variation in pension plan liabilities
31, 2014 and 2013, was as follows:
for employees at the subsidiary Farmacias Benavides S.A.B. de C.V.
using the actuarial calculations required by the Amendment to
OTHER RESERVES
12/31/2014
ThCh$
12/31/2013
ThCh$
Translation reserves (a)
4,134,977
7,350,985
Hedge reserves (b)
1,051,274
539,326
Pension plan reserves (c)
(697,939)
669,437
Other reserves (d)
(315,213)
-
4,173,099
8,559,748
TOTAL (*)
(*) Movements during the year.
IAS 19.
(d) Other Reserves
This reserve is the difference between the acquisition cost and the
book value of net assets acquired in the business combination of
entities under common control (Note 27).
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23.4 CAPITAL MANAGEMENT
a. Investment Policy
Company policy is to use equity capital and third party financing to
The Company invests according to its growth plans and to optimize
finance its business.
its business.
Therefore, the Company aims to maintain an adequate level of
Management has sufficient authority to undertake business-related
capitalization that permits access to financial markets for the
investments based on the plans and projects approved by the board
development of its medium and long term objectives, while optimizing
and the returns sought by our shareholders.
shareholder returns and safeguarding a solid financial position.
b. Working Capital Management
FASA's financing policy consists of paying for its short and longterm operating investments by efficiently managing working capital
The Company aims to efficiently manage working capital through
and generating cash from its normal business. In order to finance
the careful and efficient collection of its accounts receivable.
long-term investments, whose objective is to increase a stake in
Furthermore, the Company has placed special emphasis on efficient
any subsidiary or to create a new company, FASA evaluates the
inventory management, and has invested in cutting-edge information
various instruments available on the financial market including bank
systems that enable it to significantly reduce stock levels at its
borrowing, public bonds, etc., selecting the one that best suits the
distribution centers and at stores, while ensuring product availability
nature of the investment and its cash flow requirements.
for customers. Moreover, the Company has established long-term
relationships with its suppliers, and effectively manages payments
within the agreed deadlines.
23.5 STATEMENT OF OTHER COMPREHENSIVE INCOME
As of December 31, 2014 and 2013, other comprehensive income and expenses were as follows:
OTHER INCOME AND EXPENSES CHARGED OR CREDITED TO NET EQUITY
Cash flow hedges (1)
Pension plan reserves
GENERAL INFORMATION
TAX
ThCh$
NET BALANCE
ThCh$
1,330,727
(279,453)
1,051,274
(1,145,078)
400,777
(744,301)
Translation adjustments (1)
4,288,293
-
4,288,293
Other comprehensive income and expenses as of December 31, 2014
4,473,942
121,324
4,595,266
(1)
OTHER INCOME AND EXPENSES CHARGED OR CREDITED TO NET EQUITY
Material Events
GROSS BALANCE
ThCh$
Cash flow hedges (1)
Pension plan reserves (1)
Translation adjustments
(1)
Other comprehensive income and expenses as of December 31, 2014
(1) These concepts will be reclassified to the Statement of Income once they are settled
GROSS BALANCE
ThCh$
TAX
ThCh$
NET BALANCE
ThCh$
674,158
(134,832)
539,326
1,077,082
(376,979)
700,103
7,762,168
-
7,762,168
9,513,408
(511,811)
9,001,597
NOTE 24 CONTINGENCIES AND
COMMITMENTS
January 15, 2013, the first instance court ordered
the judgment to be enforced. On March 4, 2013,
FASA requested incidental compliance with the
24.1 CONTINGENT LIABILITIES
judgment. On March 8, Cruz Verde filed opposition to incidental compliance. On March 15, FASA
is notified of this opposition. On June 14, the
Lawsuits or other relevant legal cases were as follows.
court rejected the opposition from Cruz Verde
and ordered enforcement of the judgment. On
a) Lawsuits or other relevant legal cases in which Farmacias AhuINTRODUCTION
Company Details
mada S. A. and its subsidiaries are involved.
June 21, 2013, Cruz Verde filed an appeal against
a.1)
the ruling enforcing the judgment. On September
Title : Farmacias Ahumada S.A. versus Sociedad Far-
30, the Court of Appeal accepted the appeal filed
macéutica Cruz Verde Ltda. (Cruz Verde)
by Cruz Verde, revoking the ruling ordering it to
Court : 17th Civil Court of Santiago
THE COMPANY
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Material Events
comply with the judgment, stating that voluntary
Case Number : 23.423-2007
Description : Lawsuit filed by Farmacias Ahumada S.A. against
compliance by Cruz Verde had been sufficient.
Sociedad Farmacéutica Cruz Verde Ltda. for the
On October 17, 2014, FASA filed an appeal, which
comparative advertising campaign called "Cruz
is pending before the Supreme Court.
Verde low prices without competition". The suit
was founded on unfair competition by the defendant, as this campaign would be contrary to the
principles of free competition, it would damage
the image of Farmacias Ahumada S. A. and directly affect its financial statements by reducing their
volume of customers.
Amount : UF 494,000, equivalent to Ch$9,562,743,320 on
the day the suit was filed (10-26-2007).
a.2)
Title : Sociedad de Transportes Damar Limitada versus
Court : 3rd. Civil Court of Santiago
Description : Lawsuit filed by Transportes Damar Limitada seeking compensation for damages for terminating
transport services between the two parties.
Amount : Ch$152,200,000
Status : On June 30, 2010, the first instance court issued a
Status : On May 14, 2012, the first-instance court passed
final judgment accepting the suit for unfair com-
judgement, which partially accepts the lawsuit,
petition, but denying the compensation request-
ordering FASA to pay Ch$27,000,000. On July
ed. On July 13, 2010, Cruz Verde filed motions
25, 2012, FASA filed an appeal. On November 28,
of appeal and cassation against this judgment, in
2013, the Appeal Court of Santiago confirmed the
response to which FASA filed an appeal. On July
judgment of the first-instance court. On Decem-
23, 2012, the Court of Appeals of Santiago ruled
ber 13, 2013, FASA filed a motion for cassation on
in favor of Farmacias Ahumada confirming the
the merits of the case. On March 17, 2014, the
first-instance judgment, with the proviso that the
Supreme Court declared the appeal inadmissible
defendant is exempted from payment of costs
and thus confirmed the judgment. On June 17,
for not having been completely defeated in the
FASA was notified of the request for compliance
trial. On August 9, 2012, Cruz Verde filed a mo-
by summons. On June 25, 2014, FASA agreed to
tion for cassation against this ruling on the merits
incidental compliance. On July 22, FASA assigns
of this case before the Supreme Court. On No-
sufficient funds to pay the capital. A remaining
vember 29, 2012, the Supreme Court rejected the
balance is still pending following settlement of
motion for cassation on the merits of this case
Ch$262,395.
filed by Cruz Verde. On December 3, 2012, Cruz
Verde filed an administrative appeal against the
judgment rejecting the appeal on the merits of
this case. On December 13, 2012, the Supreme
Court rejected the administrative appeal filed by
Cruz Verde, and upheld the judgment that condemned Cruz Verde for unfair competition. On
a.3)
Title : Asociación
de
Consumidores
de
Santiago
onciliation hearing took place. On September 14,
2011, the court issued a ruling to begin accept-
Description : Class action lawsuit filed by the Consumers' Asso-
ing evidence, against which FASA filed an appeal.
ciation of Santiago (ACOSAN) against Farmacias
On January 17, 2012, the appeal filed by FASA was
Ahumada S.A., for alleged infringement of the Law
rejected, and the subsidiary appeal was granted
19,496 on Consumers Rights Protection, which
to return the trial to the first-instance court. On
arose from the known facts in the conciliation
May 9, 2013, SERNAC asks the court to summon
agreement concluded between Farmacias Ahu-
the parties to hear judgment. On June 20, 2013,
mada S. A. and the National Economic Prosecu-
the court resolves to summon the parties to hear
tor's Office (FNE) in the trial before the TDLC and,
judgment. On October 10, 2013, the court pass-
also, for not displaying price lists of medicines at
es judgment by rejecting the lawsuit. On October
Farmacias Ahumada S.A.'s premises.
25, 2013, SERNAC filed a motion for cassation in
INTRODUCTION
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Amount : Indeterminate.
form and a motion for appeal. On November 17,
Status : On June 17, 2009, the Company was notified of
2014, the Appeal Court of Santiago accepted the
the lawsuit. On July 17, 2009, the court ruled the
appeal filed by SERNAC, overturning the first-in-
lawsuit admissible. On July 21, 2009, the court
stance court judgment, requiring FASA to pay
received evidence in relation to the admissibility,
Ch$610,000,000 plus costs and indexation from
and FASA filed an appeal, which is still pending.
the date the judgment became enforceable, and
The case is currently closed due to inactivity by
a fiscal fine of UTM 50. On December 4, 2014,
the plaintiff.
FASA and SERNAC filed motions for cassation on
In the opinion of our legal advisors, the lawsuit
the merits. The declaration of admissibility by the
is likely to be rejected.
Supreme Court is pending.
In the opinion of our legal advisors, the sec-
a.4)
Title : National Consumer Protection Service (Servicio
Nacional del Consumidor, SERNAC) versus Farmacias Ahumada S.A.
Court : 1st. Civil Court of Santiago
GENERAL INFORMATION
Description : Lawsuit filed by SERNAC against Farmacias Ahumada S.A. for the alleged infringement of Law
19,496 on Consumer Rights Protection, arising
from the alleged breach of the Compensation
Material Events
published a notice allowing consumers to join
the lawsuit. On August 11, the response and rec-
(ACOSAN) versus Farmacias Ahumada S.A.
and Reimbursement Plan prepared by Farmacias
Ahumada S.A.
Amount : Ch$1,010,000,000
plus
fines,
interest
and
indexation.
Status : On December 22, 2009, FASA was notified of
this collective lawsuit and its admissibility, and
responded on January 5, 2010. On January 21,
2010, the court declared the case admissible and
accepted the request for 77 consumers to be part
of the lawsuit. On January 26, 2010, Cruz Verde
filed an appeal against the ruling that declared the
case admissible. On August 26, 2010, the Appeal
Court of Santiago confirmed the ruling of the
first-instance court. On April 14, 2011, SERNAC
ond-instance judgment will be upheld.
a.5)
Title : Farmacias Cruz Verde S.A. versus Farmacias
Ahumada S.A.
Description : Lawsuit filed by Farmacias Cruz Verde S.A. against
INTRODUCTION
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a.6)
Title : Servicio Nacional del Consumidor (SERNAC)
versus Farmacias Cruz Verde S.A., Salcobrand
S.A. and Farmacias Ahumada S.A.
Farmacias Ahumada S.A. for alleged breach of
Description : Class action lawsuit filed by the National Consum-
Article 4 (c) of Law 20,169 that regulates unfair
er Protection Service (SERNAC) against Farmacias
competition. In the opinion of Farmacias Cruz
Cruz Verde S.A., Salcobrand S.A. and Farmacias
Verde, the settlement agreement between FASA
Ahumada S.A. for alleged infringement of Law
and the FNE - which was approved by the Fair
19,496 on Consumer Rights Protection, arising
Competition Defense Court (TDLC) and the Su-
from the judgment by the Fair Competition De-
preme Court - contained a false assertion by FASA
fense Court (TDLC), and upheld by the Supreme
against Cruz Verde, as the agreement inferred that
Court, which condemned Cruz Verde and Salco-
Cruz Verde and Salcobrand S. A. illegally colluded
brand for colluding over price rises for medicines,
in breaching DL 211.
basing their lawsuit on Article 30 of DL 211, which
Amount : Ch$11,011,300,685 plus indexation, interest and
costs.
Status : On August 19, 2011, FASA was notified of the law-
enables it to sue for compensation those entities
who have been convicted of collusion.
suit. On August 23, 2011, FASA filed an inciden-
Status : On February 8, 2013, FASA was notified of the
tal plea of lack of jurisdiction, also requesting the
lawsuit. On January 26, 2010, FASA filed an ap-
suspension of the response and reconciliation
peal for reversal against the ruling that declared
hearing decreed for August 25. On August 24, the
the case admissible. On May 10, 2013, the first-in-
court agrees to suspend the hearing and orders
stance court accepted the appeals submitted by
notification of Cruz Verde of the incidental plea
FASA and the other defendants, and declared the
of lack of jurisdiction. On August 26, Cruz Verde
lawsuit filed by SERNAC inadmissible. On May 17,
was notified of plea. The court rejected the plea
SERNAC filed various appeals. On May 24, the
of lack of jurisdiction, so FASA filed an appeal
court rejected one appeal, but accepted a subsid-
before the Appeal Court of Santiago. On August
iary appeal. On June 7, 2013, FASA filed an appeal
21, the response and reconciliation hearing took
of fact to declare inadmissible the appeal filed by
effect. Cruz Verde requested that the court de-
SERNAC. On December 2, 2013, the Appeal Court
termine the substantial, relevant and controversial
of Santiago rejected the appeal of fact filed by
facts which the parties shall substantiate with evi-
FASA. On the same date, it accepted the appeal
dence and begin receiving evidence. On April 13,
filed by SERNAC, overturning the ruling that had
the court ruled that evidence could begin to be
declared the collective lawsuit inadmissible. On
received. On June 22, 2012, the Court of Appeals
December 6, 2013, FASA filed a remedy of com-
dismissed an appeal by FASA filed against the rul-
plaint against the judges who had rejected its ap-
ing that rejected the plea of lack of jurisdiction.
peal of fact. On December 16, 2013, the Supreme
The ruling on the submission of evidence has not
Court declared the remedy of complaint inadmis-
been notified to the parties, so the evidence pe-
sible. On March 5, 2014, SERNAC requested pre-
riod has not started. The case is currently closed
cautionary measures to preserve documents and
due to inactivity by the plaintiff.
invoices; and prohibit contracts on real estate and
In the opinion of our legal advisors, an unfavor-
trademarks. On March 11, the Court partly granted
able final judgment is unlikely.
the measures requested, without prior notification
to the parties, accepting the measures that prohibit contracts for real estate and transfers of any
trademark rights. SERNAC filed various appeals in
relation to the measures not granted. On March
20, the Court denied the motion for reversal and
granted the appeal to return the case to the lower
a.7)
Court : 3rd Local Police Court of Valparaiso.
of Santiago. On March 20, 2014, FASA responded to the collective lawsuit. On the same day, the
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Title : Lagos Lizana, Mauricio, et al versus FASA Chile
S.A.
court, which is still pending in the Appeals Court
Court ordered SERNAC to publish a notice in a
Description : Lawsuit and criminal complaint filed by Mauricio
national newspaper, inviting affected consumers
Lagos Lizana, for alleged infringement of the Law
to join the case or reserve their rights. Finally on
on Consumer Rights Protection (LPC), for not
the same day, the Court summoned the parties
providing a medicine promptly, which he had paid
for in advance.
to a reconciliation hearing within five days of the
Amount : Ch$260,014,000 plus interest, indexation and
last notification. On March 23, 2014, FASA filed
fines.
several appeals against the ruling that granted
the precautionary measures. On March 28, SER-
Status : On March 4, 2013, FASA was notified of the law-
NAC published the notice ordered by the court
suit. On March 13, the investigatory hearing took
in the newspaper El Mercurio, inviting affected
place. On April 18, the response, conciliation and
consumers to join the case or reserve their rights.
evidence hearing took place. On May 30, 2013,
On May 8, the Court rejected an appeal filed by
the position acquittal hearing took place. On De-
FASA, but accepted the subsidiary appeal. On July
cember 30, the first-instance court totally rejected
17, 2014, the reconciliation hearing was held, with
the complaint and lawsuit. That judgment is final
no agreement between the parties. On October
and enforceable in favor of FASA.
6, 2014, the evidence stage began and a notification to the parties is currently pending.
Subsequent events after December 31, 2014: On
January 23, 2015, the Court of Appeals upheld the
appeal on the precautionary measures granted by
the first-instance court, rendering them null and
a.8)
Title : Carrasco Conejeros, Jorge versus FASA Chile
S.A.
Description : Lawsuit for termination of contract, eviction and
void with respect to FASA.
compensation for damages, based on alleged
breaches by FASA Chile S.A., who had not duly
paid the rent, common expenses and utilities with
respect to the lease on store number 529.
Amount : UF
GENERAL INFORMATION
Material Events
7,446.76
plus
interest
and
indexation.
(US$362,831)
Status : On March 25, 2013, FASA was notified of the lawsuit. On April 2, the response, conciliation and evidence hearing took place. On April 30, the first-instance court accepted the entire lawsuit, stating
that the contract was terminated and condemning FASA to pay UF7.061,76. On June 11, FASA filed
various appeals. On June 12, the Court accepted the motions for appeal and ordered them to
be sent to the Court of Appeals. On July 11, the
Court of Appeals declared the motion for cassation in form inadmissible, but left another appeal
pending. On August 28, the plaintiff requested
compliance with the judgment. On September
12, FASA filed a plea of payment. On September
30, the plaintiff filed a request for the seizure of
FASA property. On October 2, 2013, money in
FASA's current account at Banco Santander was
impounded. On October 7, the plaintiff requested
a.9)
filed a plea to annul the embargo. On October
18, the annulment filed by FASA was rejected. On
October 22, the plaintiff requested an extension
Description : Ordinary lawsuit for compensation for damag-
to the embargo. On October 24, FASA filed an
es for alleged liability on the grounds of effec-
appeal against the ruling that denied the annul-
tive dismissal, which a labor court had found
non-existent.
ment, which is still pending. On November 11,
INTRODUCTION
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PERFORMANCE
Title : Zaud Azar, Pamela versus Farmacias Ahumada
S.A. and FASA Chile S.A.
an extension to the embargo. On October 9, FASA
Amount : Ch$75,000,000 plus interest and indexation.
2013, FASA assigned sufficient funds to pay the
credit, and requested substitution of the imposed
Status : On April 2, 2013, the lawsuit was filed. On April 19,
embargo. On December 10, 2013, the Court ac-
FASA responded to the lawsuit. On October 3, the
cepted the substitution of the embargo. On April
reconciliation hearing was held, with no agree-
4, 2014, the Appeal Court of Santiago accepted
ment between the parties. On November 12,
the appeal filed by FASA, overturning the judg-
2013, the evidence stage began. On April 17, 2014,
ment, and accordingly rejecting the entire lawsuit.
all relevant evidence was presented. On October
On April 24, 2014, the plaintiff filed a motion for
20, 2014, the first-instance court pronounced
cassation in form and merit. On July 17, 2014, the
judgement, and partially accepted the lawsuit, or-
Supreme Court rejected the appeal filed by the
dering FASA to pay Ch$30,000,000. On Decem-
plaintiff. On July 21, the plaintiff filed an appeal
ber 1, 2014, FASA was notified of the judgment.
for reversal against the ruling that rejected their
On December 12, FASA filed an appeal, which is
appeal, which was rejected by the court. On De-
pending before the Appeal Court. The plaintiff has
cember 3, 2014, Ch$163 million was recovered by
also filed an appeal.
FASA, which had been assigned as a replacement
for the embargo. Case closed.
a.10)
Title : Trufello Campodónico, Dino versus Farmacias
Ahumada S.A.
Court : 2nd Civil Court of Viña del Mar.
Description : Lawsuit for termination of contract, eviction and
GENERAL INFORMATION
Material Events
compensation for damages, based on alleged
breaches by FASA Chile S.A., who had not duly
paid the rent on store number 499.
Amount : UF 24,000 plus interest and indexation.
Status : On September 24, 2013, FASA was notified of the
lawsuit. On September 30, 2013, the response,
conciliation and evidence hearing took place. On
March 20, 2014, the first-instance court passed
judgment and rejected the lawsuit. On March 26,
the parties were notified of the judgment. On April
8, 2014, the plaintiff filed appeals. On April 10, the
first-instance court accepted the appeal process
and referred them the Appeal Court of Valparaiso.
On September 12, 2014, the Appeal Court of Valparaiso rejected the appeals filed by the plaintiff,
and upheld the first-instance court's judgment.
On October 2, the plaintiff filed an appeal before
the Supreme Court. On December 22, 2014, the
Supreme Court rejected the appeal, upholding the
a.12)
closed.
Title : Pony Chile S.A. versus Farmacias Ahumada S.A.
judgment that entirely rejected the lawsuit. Case
Description : Lawsuit for compensation for damages arising
a.11)
Title : Farmacias Ahumada S.A. versus Servicio de Im-
from a prior case between the parties, where the
puestos Internos (IRS).
plaintiff reserved implementation of the judgment,
Court : 1st Tax and Customs Court of the Metropolitan
pending the calculation of damages, and now requests assessment through this new lawsuit.
Region
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Amount : Ch$227,841,903 with indexation and interest.
Case Number : GR-15-00427-2013
Description : Claim submitted by Farmacias Ahumada S.A.
Status : On April 9, 2013, the lawsuit was filed. On June
against tax assessments 37 and 38 issued by the
11, 2013, the proceedings began. On April 8, 2014,
Internal Revenue Service - in relation to the item:
FASA was notified of the lawsuit. On April 28,
Expenditure relating to the Reconciliation Agree-
2014, FASA responded to the lawsuit. On May 12,
ment with the FNE, which generated alleged dif-
the plaintiff replied. On May 19, 2014, the recon-
ferences in the tax of Subparagraph 3, Article 21 of
ciliation hearing took place. The evidence stage is
Income Tax Law and the reinstatement of Article
pending. The case is archived.
97 of the same law, for a total of Ch$476,876,069.
In the opinion of our legal advisors, an unfavorable final judgment is unlikely.
Amount : Ch$476,876,069
Status: On December 20, 2013, FASA presents a claim
against the assessments 37 and 38 before the 1st
Tax and Customs Court of the Metropolitan Region. On January 2, 2014, the claim was accept-
a.13)
Title : Rojas Hernández, Camila versus FASA Chile S.A.
Court : Letters and Warranty Court of Lota.
Case Number : 164-2014
ed and the court orders the defendant to be no-
Description : Lawsuit for compensation for damages on the
tified. On January 24, 2014, the SII is notified. On
termination of a lease contract, based on struc-
March 24, FASA requests certain considerations
tural damage when FASA returned shop 513 to its
to be taken into account, in addition to requesting that the court begin to receive evidence. On
owner.
Amount : Ch$99,000,000 with indexation and interest.
November 7, 2014, the evidence stage began. Ev-
Status : On July 4, 2014, FASA was notified of the lawsuit.
idence was submitted, and on December 11, the
On July 14, 2014, the response, reconciliation and
court ordered the parties to hear the judgment.
evidence hearing took place. On August 8 and 11,
GENERAL INFORMATION
2014, the testimonial evidence and personal in-
Material Events
the return of the guarantee. On October 27, 2014,
spection hearing took place. On October 13, the
court passed judgment and rejected the principal
claim, accepting the countersuit from FASA for
the main plaintiff filed an appeal that is still pending before the Appeal Court of Santiago.
In the opinion of our legal advisors, an unfavorable final judgment is unlikely.
a.14)
Title : Mesías Vidal, Sergio versus FASA Chile S.A.
a.16)
Court : Local Conciliation and Arbitration Board in Tor-
Description : Ordinary lawsuit for forced compliance with a
reón, Coahuila.
Register : 478/2000.
contract and compensation for damages on an
PERFORMANCE
Description : Employment lawsuit was presented in which con-
the company agreed in good faith to collaborate
stitutional compensation and lost wages were
with the former executive if he decided to request
claimed for alleged wrongful dismissal by the
agreement. A discussion regarding the damages
Status : In March 2006 an arbitral award was issued ab-
was requested to take place after a favorable judg-
solving the company of the claim by the plaintiff.
ment or under a different lawsuit.
However, the plaintiff appealed under the pro-
Material Events
tection of the federal judiciary, which set aside
Status : On September 3, 2014, FASA was notified of the
the award and the actions taken. Hearing all the
lawsuit. FASA filed dilatory pleas within the legal
evidence is still pending, as the plaintiff has not
deadline. On October 10, the court accepted the
located the witnesses for the prosecution.
plea of lack of jurisdiction, and declared itself in-
competent to hear this case. On October 16, the
able final judgment is likely.
plaintiff filed an appeal with Appeal Court of Santiago. On December 23, 2014, the Appeal Court
a.17)
Title : Ana María Uresti Sanchez versus Servicios Op-
of Santiago accepted the appeal, and rejected the
eracionales Benavides S.A. de C.V. and/or Far-
plea of lack of jurisdiction filed by FASA. The trial
macias Benavides, S.A.B. de C.V.
will continue in the civil courts.
Court : Local Conciliation and Arbitration Board in Monterrey, Nuevo León.
a.15)
Title : Organización de Consumidores y Usuarios de
Chile (ODECU) versus Farmacias Cruz Verde
S.A., Salcobrand and Farmacias Ahumada S.A.
GENERAL INFORMATION
company.
Amount : Ch$46,474,456
ing tax on compensation agreed in a collective
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
employment termination agreement, whereby
from the Chilean IRS repayment of withhold-
INTRODUCTION
Company Details
Title : María Guadalupe Tovar Sánchez versus Droguería Benavides S.A. de C.V.
Description : Class action lawsuit filed by the Chilean Con-
Register : 5904/i/10/2007.
Description : Employment lawsuit was presented in which constitutional compensation and lost wages were
company.
Amount : Ch$44,325,961
sumers and Users Organization (ODECU) against
Status : In January 2009 an arbitral award was issued ab-
Farmacias Ahumada S.A. for alleged infringement
solving the company of various benefits only con-
of Law 19,496 on Consumer Rights Protection,
demning it to proportional payments. The plaintiff
arising from the judgment by the Fair Competi-
appealed under the protection of the federal jus-
tion Defense Court (TDLC), and upheld by the Su-
tice system. A new arbitral award was issued con-
preme Court, which condemned Cruz Verde and
demning the company, and an appeal was filed
Salcobrand for colluding over price rises for med-
which is pending resolution.
icines, basing their lawsuit on Article 30 of DL 211,
which enables it to sue for compensation those
entities who have been convicted of collusion.
Status : On June 3, 2014, FASA was notified of the lawsuit.
The other defendants need to be notified, before
the period to respond to the lawsuit can begin.
a.18)
Title : María Del Socorro Martínez Martínez versus Ser-
a.21)
cios Operacionales Benavides S.A. de C.V. and/
or Farmacias Benavides, S.A.B. de C.V.
Court : Local Conciliation and Arbitration Board in No-
Court : Local Conciliation and Arbitration Board in No-
gales, Sonora.
gales, Sonora.
Register : 55/2005.
Register : 0951/2011.
INTRODUCTION
Company Details
company.
company.
Amount : Ch$40,271,897
Amount : Ch$58,773,365
Status : A pronouncement by the board is pending.
Status : The evidence stage has begun, pending hearing
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Material Events
of confessionals and testimonials of the plaintiff.
a.22)
a.19)
Title : Teresa Muñoz Gutierrez versus Servicios Operacionales Benavides S.A. de C.V. and/or Farmacias
Benavides, S.A.B. de C.V.
Court : Local Conciliation and Arbitration Board in Guadalajara, Jalisco.
Title : Luis Edmundo Cruz Martinez versus Servicios
Operacionales Benavides S.A. de C.V. and/or
Farmacias Benavides, S.A.B. de C.V.
Court : Local Conciliation and Arbitration Board in Mexicali, Baja California.
company.
Amount : Ch$146,580,896
PERFORMANCE
GENERAL INFORMATION
Title : Maria Antonia Hernandez Ochoa versus Servi-
vicios Operacionales Benavides S.A. de C.V. and/
Status : The board passed judgment accepting the law-
suit. An appeal was filed, which is pending ruling.
a.20)
company.
Amount : Ch$53,693,870
Title : Luis Enrique de Lira Hernandez versus Servicios
Court : Local Conciliation and Arbitration Board in Monterrey, Nuevo León.
Register : 5651/i/10/2009.
company.
Amount : Ch$50,321,215
In the opinion of our legal advisors, an unfavorable final judgment is likely.
a.23)
Title : Gabriela Gonzalez Mancilla versus Servicios Op-
a.26)
Court : Local Conciliation and Arbitration Board in Her-
Court : Local Conciliation and Arbitration Board in Mon-
mosillo, Sonora.
terrey, Nuevo León.
Register : 5870/i/10/2009.
INTRODUCTION
Company Details
company.
company.
Amount : Ch$45,971,450
Amount : Ch$49,290,465
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
a.24)
Material Events
Title : Irma Najera Sanchez versus Servicios Operacio-
a.27)
Title : Paloma Cortina Zapata versus Servicios Opera-
nales Benavides S.A. de C.V. and/or Farmacias
cionales Benavides S.A. de C.V. and/or Farmacias
Court : Local Conciliation and Arbitration Board in San
Court : Local Conciliation and Arbitration Board in Mon-
Luis Potosí, San Luis Potosi.
terrey, Nuevo León.
Register : 9903/2010.
Register : 15295/i/10/2009.
company.
company.
Amount : Ch$41,889,680
Amount : Ch$43,091,988
PERFORMANCE
GENERAL INFORMATION
Title : Juan Carlos Celada Chavez versus Servicios Op-
Status : An appeal was filed against award, which is pend-
a.25)
ing resolution.
Title : Beatriz Natalia Perez Muñoz versus Servicios
a.28)
Title : Elsa Nely Moreno Lopez versus Servicios Opera-
cionales Benavides S.A. de C.V. and/or Farmacias
Court : Local Conciliation and Arbitration Board in Torreón, Coahuila.
Register : 2137/2009.
Court : Local Conciliation and Arbitration Board in Piedras
Negras, Coahuila.
Register : 78/2011.
company.
Amount : Ch$43,015,424
company.
Amount : Ch$43,256,661
a.29)
Title : Gonzalo Ismael Soto Vazquez versus Servicios
TUCION DE BANCA MULTIPLE, GRUPO FINANCIERO SANTANDER MEXICO versus FARMACIAS
Mochis, Sinaloa.
Register : 22/2011.
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Material Events
rey, Nuevo Leon.
Description : This is an ordinary commercial trial, which claims
the following: (i) Hostile Takeover Bid to purchase
company.
shares in the capital of the Trust F/2112346-1 of
Amount : Ch$45,941,476
Banco Santander. (ii) Judicial annulment (sic) of
each and every one of the corporate agreements
and decisions taken with respect to FARMACIAS
BENAVIDES, S. A.B. de C.V., since November 10,
2010, in relation to the company through exercising the corresponding rights to shares acquired
a.30)
Title : Pablo Gamaliel Ponce Aguilar versus Servicios
indirectly by Grupo Casa Saba, as well as the
retroactive destruction of all the effects of these
agreements and decisions, as a direct result of not
Court : Local Conciliation and Arbitration Board in Los
Mochis, Sinaloa.
having made the Hostile Takeover Bid to purchase
shares, with respect to the capital of the Trust. (iii)
Payment of the sum that it has the "right" to re-
ceive from the Trust, in relation to the shares it
holds, on the occasion of the Hostile Takeover
Bid to purchase shares. (iv) Payment of damages
company.
caused to the Trust, for not agreeing to the Hos-
Amount : Ch$68,029,500
PERFORMANCE
GENERAL INFORMATION
BENAVIDES, S.A.B. de C.V. and others.
Court : First Court of Concurrent Jurisdiction in Monter-
THE COMPANY
History
Regional Presence
Business Units
Title : BANCO SANTANDER (MEXICO), S.A. INSTI-
Court : Local Conciliation and Arbitration Board in Los
INTRODUCTION
Company Details
a.32)
tile Takeover Bid to purchase shares. v) Payment
of damages caused to the Trust, for unlawful acts
committed by making agreements and making
financial decisions with regard to the assets of
the company mentioned previously in conflict
of interest, due to the acquisition of a property
a.31)
Title : Cesar Aron Ramirez Vazquez versus Servicios
in the municipality of San Nicolas de los Garza,
Nuevo Leon, and for the purchase of Farmacias
ABC de México S.A. de C.V. and all those trans-
Court : Local Conciliation and Arbitration Board in Hermosillo, Sonora.
Register : 3952/2009.
company.
Amount : Ch$82,688,002
Status : The board issued a judgment condemning the
company for the amount claimed. An appeal was
filed, which is pending ruling.
In the opinion of our legal advisors, an unfavorable final judgment is likely.
actions carried out and not carried out on open
market terms between Farmacias Benavides and
Grupo Casa Saba. (vi) Payment of legal costs and
expenses.
Status : On July 26, 2013, the company was notified of
the lawsuit, and responded on August 19, 2013.
The plaintiff's response was examined. Evidence
was submitted by both parties during the prescribed period.
a.33)
Title : BANCO SANTANDER (MEXICO), S.A. INSTI-
Board was declared incompetent. Therefore, this
TUCION DE BANCA MULTIPLE, GRUPO FINAN-
case has been transferred to the Federal Concilia-
CIERO SANTANDER MEXICO versus FARMACIAS
tion and Arbitration Board.
BENAVIDES, S.A.B. de C.V. and others.
In the opinion of our legal advisors, an unfavorable
Court : Second Court of Concurrent Jurisdiction in Monterrey, Nuevo Leon.
iaries have not been legally notified of the existence of any legal claims against them, other than
the following: (i) Judicial annulment (sic) of each
those indicated in the preceding paragraphs, seek-
and every one of the corporate agreements and
ing amounts over ThCh$35,000.
decisions taken with respect to FARMACIAS BENAVIDES, S. A.B. de C.V., since November 10,
2010, which have involved the exercise of the
THE COMPANY
History
Regional Presence
Business Units
rights pertaining to the shares acquired indirectly
by Controladora Casa Saba, as well as the retroactive destruction of all the effects of these agreements and decisions. (ii) Judicial declaration that
Grupo Casa Saba and Controladora Casa Saba
cannot exercise their corporate rights arising from
the shares in the issued capital of Farmacias Bena-
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
vides, as they were acquired in violation of Article
98 of the Securities Market Act (sic). (iii) Payment
of damages caused to the Trust by all those transactions carried out and not carried out under the
terms of the Securities Market Act. (iv) Payment of
legal costs and expenses.
PERFORMANCE
Status : The company was notified of the lawsuit, and responded on September 30, 2014. Examination of
the plaintiff's response is still pending. Evidence
Material Events
Farmacias Ahumada S. A. and its Chilean subsid-
Description : This is an ordinary commercial trial, which claims
INTRODUCTION
Company Details
GENERAL INFORMATION
final judgment is unlikely.
was submitted by both parties during the prescribed period.
a.34)
Title : Pedro Alejandro Sadurni Gómez versus Servicios Operacionales Benavides S.A. de C.V. and/
Court : Local Conciliation and Arbitration Board in the
Federal District.
Register : 2154/2014.
company.
Amount : Ch$6,645,658,457
Status : The company was notified of the reconciliation hearing on December 5, 2014. The hearing
was delayed and finally took place on January
20, 2015. The Local Conciliation and Arbitration
24.2 DETAIL OF GUARANTEES
As of December 31, 2014 and 2013, the principal guarantees were as follows:
Debtor
Guarantee
Creditor
Name
Relationship
Guarantee Type
Farmacias Ahumada S.A
Lessor
Performance bond
None
24,627
Urbanizaciones Kalos SC de RL
Farmacias Ahumada S.A
Lessor
Performance bond
None
151,338
147,264
Comisión Federal De Electricidad
Farmacias Benavides S.A
Lessor
Performance bond
None
136,175
132,508
Servicio Pan Americano
Lessor
Performance bond
None
132,028
128,474
Integral Surveillance de México S.A.
Lessor
Performance bond
None
43,704
4,527
Aeropuerto Internacional de La
Lessor
Performance bond
None
71,953
-
Urbanizaciones Beta S.A. de C.V.
Lessor
Performance bond
None
22,418
21,815
Cesar Luis Beltran Guerrero
Lessor
Performance bond
None
22,423
15,801
Sistemas De Administración
Planeada S.A. de C.V.
Lessor
Performance bond
None
14,007
15,400
Juan Martinez Vázquez
Lessor
Performance bond
None
14,018
13,641
Banco JP Morgan, S.A. Institución
De Banca Múltiple
Lessor
Performance bond
None
13,583
13,217
José María Garza Trevino
Lessor
Performance bond
None
13,566
13,201
Ricardo Zambrano Sánchez
Lessor
Performance bond
None
13,441
13,079
Droguería y Farmacia El Fénix, S.A de C.V.
Lessor
Performance bond
None
13,224
12,867
Roger Bernardo Daniel Louis
Lessor
Performance bond
None
12,369
12,036
Deutche Bank México
Lessor
Performance bond
None
12,369
12,036
Inmobiliaria Palma de Detil S.A.
Lessor
Performance bond
None
11,457
11,148
Inmobiliaria Aros S.A. de C.V.
Lessor
Performance bond
None
11,155
10,855
Gerardo Armando Gonzalez
Navarrete _ Multipack
Lessor
Performance bond
None
11,065
10,767
Aeropuerto Internacional
Servicio Salud Metropolitano Central
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Assets
12/31/2013 12/31/2014
Committed
ThCh$
ThCh$
23,310
Farmacias ABC S.A. de C.V.
Lessor
Performance bond
None
18,851
-
Cencosud Shopping Centers S.A
FASA Chile S.A.
Lessor
Performance bond
None
33,104
106,084
Comercializadora Costanera Center Spa.
FASA Chile S.A.
Lessor
Performance bond
None
78,998
74,772
Chilena Consolidada
Seguros de Vida S.A.
FASA Chile S.A.
Lessor
Performance bond
None
112,493
106,475
Hospital Militar de Santiago
FASA Chile S.A.
Lessor
Performance bond
None
26,597
-
Plaza Estación S.A.
FASA Chile S.A.
Lessor
Performance bond
None
32,154
12,600
Walmart Chile Inmobiliaria S.A.
FASA Chile S.A.
Lessor
Performance bond
None
10,538
15,892
Nuevos Desarrollos S.A.
FASA Chile S.A.
Lessor
Performance bond
None
52,998
45,136
Inmobiliaria Mall Calama S.A
FASA Chile S.A.
Lessor
Performance bond
None
67,995
64,358
Plaza Del Trébol S.A
FASA Chile S.A.
Lessor
Performance bond
None
63,966
41,895
Plaza La Serena S.A
FASA Chile S.A.
Lessor
Performance bond
None
28,167
26,660
Plaza Tobalaba S.A.
FASA Chile S.A.
Lessor
Performance bond
None
12,304
11,646
Plaza Oeste S.A
FASA Chile S.A.
Lessor
Performance bond
None
51,126
27,459
Centros Comerciales Vecinales
Arauco Express S.A.
FASA Chile S.A.
Lessor
Performance bond
None
TOTAL
10,721
-
1,344,932
1,144,923
NOTE 25 EARNINGS PER SHARE
The following table summarizes the consideration paid for the
acquisition of Farmacias ABC S.A. de C.V., together with the difference
DISCLOSURES ON EARNINGS PER SHARE
between the consideration paid and the book value of the net assets:
Basic earnings (loss) per share are calculated as profit (loss) for the
Business Combination - Farmacias ABC S.A. de C.V.
year attributable to the Company divided by the weighted average
Consideration paid
(7,209,700)
Net assets acquired
6,894,487
number of issued common shares during that period, excluding the
average number of shares of the Company, if applicable.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
2014
ThCh$
2013
ThCh$
(315,213)
The assets and liabilities acquired in the business combination were
as follows:
Earnings (loss) attributable to
owners of the parent company
(11,877,713)
15,819,396
179,112
496,823
1,500,000,000
1,500,000,000
Basic earnings available to
common shareholders
Basic average weighted number
of shares (*)
Effect on other reserves, in equity
ThCh$
Basic earnings (loss) per share
(7.92)
10.55
Identifiable Assets and Liabilities Acquired
1,083,741
Inventories, net
7,780,065
Intangible assets (Note 13)
diluting effect, that would result in diluted earnings per share being
Deferred tax assets
different from basic earnings per share.
Other assets
NOTE 26 SHARE-BASED PAYMENT POLICIES
514,226
Net trade and other receivables, current
Property, plant and equipment (Note 14)
As of December 31, 2014, there are no transactions that generate a
ThCh$
1,219,122
5,356,780
748,931
6,809,093
Trade payables
(10,151,274)
Other liabilities
(6,466,197)
Total identifiable net assets acquired
6,894,487
In 1998 Farmacias Ahumada S.A. created a plan for certain executives
to acquire shares in the Company. The plan was for the Company
NOTE 28 SEGMENT REPORTING
to give executives options to buy those shares, obligating it to absorb
the difference in the event that the sale value of the shares was less
The Company manages its business by geographical area, setting
than the value of the debt.
the objectives and control measures for each country. Therefore,
management sends monthly reports to the directors at a country
On December 31, 2014, these shares were fully liquidated, and this
level and the board analyzes these, makes decisions and controls the
share based plan was terminated.
business by geographical area.
NOTE 27 BUSINESS COMBINATIONS
On June 3, 2014, all the shares of Farmacias ABC de México, S.A. de C.V.
were acquired for MX$170,000,000, equivalent to ThCh$7,209,700
on the acquisition date, by Farmacias Benavides, S.A.B. de C.V. and
its subsidiary Servicios Operacionales Benavides, S.A. de C.V. leaving
these companies with 99.99% and 0.01%, respectively.
This acquisition is a business combination of entities under common
control and was recognized in accordance with the policy described
in Note 2.22.
As of December 31, 2014 and 2013, the operating segments used by FASA to manage its operations were as follows:
a) Information on Assets and Liabilities as of December 31, 2014 and 2013
INFORMATION ON ASSETS AND LIABILITIES
CHILE
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MEXICO
BRAZIL
ELIMINATED
TOTAL
12/31/2014
ThCh$
12/31/2013
ThCh$
12/31/2014
ThCh$
12/31/2013
ThCh$
12/31/2014
ThCh$
12/31/2013
ThCh$
12/31/2014
ThCh$
12/31/2013
ThCh$
12/31/2014
ThCh$
12/31/2013
ThCh$
12,380,787
11,460,540
31,563,577
19,108,475
255,044
84,025
-
-
44,199,408
30,653,040
Net trade and other
receivables, current
24,815,901
20,926,003
9,845,222
8,862,916
387,354
491,698
-
-
35,048,477
30,280,617
Inventories
64,809,361
60,796,636
105,023,979
87,552,867
396,383
2,115,632
(322,751)
(363,477)
169,906,972
150,101,658
Property, plant and
equipment, net
32,690,234
37,337,087
46,544,946
53,325,323
449,357
422,606
(512,569)
(1,949,277)
79,171,968
89,135,739
Other assets by
segments
521,253,907
363,686,260
192,924,081
88,814,972
490,899
619,044
(583,134,982)
(287,409,219)
131,533,905
165,711,057
Assets by segments
Cash and cash
equivalents
655,950,190
494,206,526
385,901,805
257,664,553
1,979,037
3,733,005
(583,970,302)
(289,721,973)
459,860,730
465,882,111
Other financial
liabilities, current
28,325,726
19,622,084
-
-
-
-
-
-
28,325,726
19,622,084
Trade and other
payables, current
124,788,796
115,843,689
153,533,694
117,232,634
913,770
1,851,815
-
-
279,236,260
234,928,138
Other liabilities by
segments
271,380,817
228,039,632
113,547,378
25,815,014
7,738,873
2,908,769
(315,091,477)
(125,030,861)
77,575,591
131,732,554
Liabilities by segments
424,495,339
363,505,405
267,081,072
143,047,648
8,652,643
4,760,584
(315,091,477)
(125,030,861)
385,137,577
386,282,776
b) Information on profit (loss) by operating segment for the years ended December 31, 2014 and 2013:
INFORMATION ON PROFIT (LOSS)
CHILE
2014
ThCh$
Revenue
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
MEXICO
2013
ThCh$
2014
ThCh$
BRAZIL
2013
ThCh$
2014
ThCh$
ELIMINATED
2013
ThCh$
2014
ThCh$
TOTAL
2013
ThCh$
2014
ThCh$
2013
ThCh$
420,517,865
390,426,368
547,024,198
473,867,104
853,274
398,901
(26,381,004)
(19,557,823)
942,014,333
845,134,550
Finance income
2,386,704
4,864,350
666,380
1,027,036
19,295
3,087
-
-
3,072,379
5,894,473
Finance cost
(5,411,223)
(5,703,780)
(593,145)
(916,123)
(582,722)
(301,184)
-
-
(6,587,090)
(6,921,087)
Depreciation and
amortization
(4,236,179)
(4,479,892)
(8,196,283)
(5,934,395)
(124,958)
(69,849)
-
-
(12,557,421)
(10,484,136)
12,545
552,913
-
-
-
-
-
-
12,545
522,913
Profit (loss) by segment
(9,685,736)
527,722
4,069,999
11,362,781
(6,082,868)
4,425,716
-
-
(11,877,717)
16,316,219
Income tax benefit
(expense)
511,925
(286,960)
(1,930,123)
(5,363,534)
(24,413)
(8,781)
-
-
(1,442,611)
(5,659,275)
Share of income (loss)
from associates
c) Information on the cash flow statement by segment for the years ended December 31, 2014 and 2013.
INFORMATION ON THE CASH FLOW STATEMENT
CHILE
2014
ThCh$
Cash flows from operating activities
MEXICO
2013
ThCh$
30,884,810
2014
ThCh$
10,817,978
23,420,243
2013
ThCh$
26,634,737
BRAZIL
2014
ThCh$
TOTAL
2013
ThCh$
(3,502,793)
2014
ThCh$
2013
ThCh$
(5,003,389)
50,802,260
32,449,326
Cash flows from investing activities
(6,258,743)
(11,048,633)
(6,091,945)
(8,832,672)
-
(732,301)
(12,350,688)
(20,613,606)
Cash flows from financing activities
(23,705,820)
(2,982,460)
(5,400,221)
(11,559,805)
3,673,812
5,768,724
(25,432,229)
(8,773,541)
920,247
(3,213,115)
11,928,077
6,242,260
171,019
33,034
13,019,343
3,062,179
-
-
527,025
1,034,988
-
-
527,025
1,034,988
Increase (decrease) in cash and cash
equivalents
Effect of exchange rate changes on
cash and cash equivalents
Increase (decrease) in cash and cash
equivalents
920,247
(3,213,115)
12,455,102
7,277,248
171,019
33,034
13,546,368
4,097,167
Cash and cash equivalents at the
beginning of the period
11,460,540
14,673,655
19,108,475
11,831,227
84,025
50,991
30,653,040
26,555,873
Cash and cash equivalents at the end
of the period
12,380,787
11,460,540
31,563,577
19,108,475
255,044
84,025
44,199,408
30,653,040
NOTE 29 LOCAL AND FOREIGN CURRENCIES
29.1 CURRENT AND NON-CURRENT ASSETS BY CURRENCY WERE AS FOLLOWS:
CURRENT ASSETS
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
12/31/2014
ThCh$
12/31/2013
ThCh$
Other assets
183,448,377
178,526,839
23,237,004
20,010,464
121,846,343
120,492,391
35,214,360
37,857,605
3,150,670
166,379
30,653,040
25,905
Other currencies
31,818,621
19,192,500
Chilean pesos
Chilean pesos
12,265,431
11,434,635
Other currencies
3,118,173
411
UF
11,856
411
Related party receivables
-
49,530,977
-
-
US dollars
-
-
Chilean pesos
Financial assets, current
US dollars
Chilean pesos
UF
3,106,317
-
35,048,477
30,280,617
63,470
961
Other currencies
10,232,575
9,354,613
Chilean pesos
24,752,432
20,925,043
156,988
5,216,012
Net trade and other receivables,
current
US dollars
Related party receivables
-
-
Other currencies
-
5,216,012
156,988
-
193,889,307
171,674,215
461,650
212,971
-
185,419
122,347,657
104,319,353
71,042,215
66,956,472
Chilean pesos
US dollars
UF
Chilean pesos
Euros
Total current assets
37,785
-
276,412,353
237,824,295
652,332
240,248
Other currencies
164,398,853
138,082,478
Chilean pesos
108,217,066
99,316,150
3,106,317
185,419
37,785
-
UF
Euros
US dollars
Total non-current assets (2)
US dollars
US dollars
US dollars
Material Events
NON-CURRENT ASSETS
115,356
Other currencies
GENERAL INFORMATION
12/31/2013
ThCh$
44,199,408
US dollars
Other current assets (1)
PERFORMANCE
12/31/2014
ThCh$
(1) Includes: Other current non-financial assets, inventories and current
tax assets.
Other currencies
Chilean pesos
UF
Total assets
US dollars
Other currencies
Chilean pesos
UF
Euro
-
49,530,977
183,448,377
228,057,816
23,237,004
20,010,463
35,214,360
37,857,605
121,846,343
170,023,368
3,150,670
166,379
459,860,730
465,882,111
23,889,336
20,250,711
199,613,213
257,262,521
230,063,409
188,017,078
6,256,987
351,800
37,785
-
(2) Includes: Other non-current non-financial assets, investments
accounted for using the equity method, intangible assets other than
goodwill, goodwill, property, plant and equipment, non-current deferred
tax assets.
29.2 CURRENT AND NON-CURRENT LIABILITIES
BY CURRENCY WERE AS FOLLOWS:
CURRENT LIABILITIES
12/31/2014
12/31/2013
Up to 90 Days
US dollars
INTRODUCTION
Company Details
Other currencies
THE COMPANY
History
Regional Presence
Business Units
Euros
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
Chilean pesos
UF
Trade and other payables
US dollars
Euros
12/31/2014
12/31/2013
91 Days to 1 Year
ThCh$
ThCh$
ThCh$
ThCh$
3,618,142
728,622
1,016,410
24,707,584
18,605,674
409,486
215,343
202,233
-
-
-
-
2,402,435
-
12,095,731
6,687,192
450,378
492,503
12,396,510
11,716,249
36,707
114,421
-
-
263,269,476 230,478,940
15,966,784
4,449,198
26,892
1,853,737
-
1,821,415
30,534
283
103,998
-
Other currencies
154,409,199
116,606,185
-
-
Chilean pesos
106,833,242
113,845,524
13,775,151
4,402,737
UF
175,086
56
233,898
46,461
Related party payables, current
529,603
8,799,359
-
-
US dollars
-
-
-
-
Other currencies
-
8,188,389
-
-
Chilean pesos
Other current liabilities (1)
US dollars
PERFORMANCE
Other currencies
GENERAL INFORMATION
Total current liabilities
Material Events
Chilean pesos
UF
US dollars
529,603
610,970
-
-
6,837,632
7,383,517
245,461
532,965
-
10,847
-
532,965
72,172
4,914,744
-
-
6,758,588
2,333,233
245,461
-
124,693
-
6,872
274,254,853
247,678,226 40,919,829
23,587,837
2,550,037
447,225
2,069,080
735,198
67,241
114,704
103,998
-
Other currencies
154,481,371
129,709,318
-
-
Chilean pesos
116,523,868
116,789,727
26,116,343
11,089,929
632,336
617,252
12,630,408
11,762,710
Euros
UF
(1) Includes: Other provisions, tax liabilities, provisions for employee benefits and other non-financial liabilities, current.
NON-CURRENT LIABILITIES
12/31/2014
12/31/2013
12/31/2014
1 to 3 Years
ThCh$
US dollars
Chilean pesos
Other currencies
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
UF
Other liabilities, non-current
(2)
US dollars
Other currencies
UF
Chilean pesos
Total non-current liabilities
US dollars
ThCh$
12/31/2014
ThCh$
12/31/2013
Over 5 Years
ThCh$
ThCh$
ThCh$
20,791,502
33,002,942
7,311,513
22,302,180
30,423,197
418,168
678,633
71,265
-
-
8,270,484
13,703,912
-
-
-
-
-
-
-
-
-
-
12,102,850
18,620,397
7,240,248
22,302,180
30,423,197
16,857,135
11,182,986
14,548,665
-
23,028,387
253,697
5,277,404
-
-
-
13,895,014
-
-
7,841,055
-
-
6,128,092
-
5,277,404
-
-
-
-
-
-
3,341,931
14,548,665
-
3,005,281
253,697
-
31,974,488
47,551,607
7,311,513
45,330,567
30,676,894
22,134,539
418,168
678,633
71,265
13,895,014
-
-
16,857,135
Other currencies
7,841,055
-
-
6,128,092
-
5,277,404
Chilean pesos
11,612,415
28,252,577
-
3,005,281
253,697
-
12,102,850
18,620,397
7,240,248
22,302,180
30,423,197
16,857,135
UF
(2) Includes: Deferred tax liabilities and other liabilities, non-current.
NOTE 30 EVENTS AFTER THE REPORTING
PERIOD
NOTE 31 ENVIRONMENT
Given the nature of its business, which does not adversely affect the
On January 22, 2015, a material event was reported that on January
environment, the Company has no expenditures associated with
21, 2015, the board agreed to summon an extraordinary shareholders'
caring for the environment.
meeting for February 24, 2015, at the Company's offices located at
Miraflores 383, floor 6, Santiago, at 10:00am, to address the following
matters: 1) Approve the voluntary delisting of FASA shares in the SVS
Material Events
12/31/2013
3 to 5 Years
NOTE 32 FINANCIAL STATEMENT APPROVAL
Securities Register and in the Chilean stock exchanges, in accordance
with Subparagraph 6, Article 2 of Law 18,046 on Corporations, and
The consolidated financial statements of Farmacias Ahumada S. A.
the approval of this delisting shall give the dissident shareholders a
and subsidiaries were approved by the board on March 25, 2015.
right to withdraw. (2) Approve the remaining agreements necessary
to comply with the decisions of this meeting. 3) Delegate sufficient
authority to the board and/or the Chief Executive Officer to process
all of the details that may arise in relation to the agreements approved
at this extraordinary shareholders' meeting.
MATERIAL EVENTS
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History
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Training Our People
PERFORMANCE
During 2014, the Company reported to the Superintendency of
It was further reported that the documents supporting the decisions
Securities and Insurance and the stock exchanges the following
requiring a shareholder vote, including information on the proposed
material events:
external auditors for 2014, and all corresponding supporting
information, will be available for shareholders on the Company's
i)
On April 11, 2014, a material event was reported that the board of
web site: www.fasa.cl. Summons notices will be published in the
Farmacias Ahumada S.A. agreed to summon an ordinary share-
newspaper El Mostrador on April 14, 22 and 28, 2014. The consolidated
holders' meeting for April 30, 2014, at 12:00am in the Company's
financial statements as of December 31, 2013, have been published
offices located at Miraflores 383, floor 6, Santiago, with the pur-
on the Company's website: www.fasa.cl, Investors Section, or via
pose of addressing the following matters:
the following link: http://www.fasa.cl/fasacorp/fasacorp/doc/fecu/
fecu_consolidado_dic2013.pdf. The shareholders registered in the
1. Reviewing the Company's financial situation and approve the
Company shareholder registry on midnight of the fifth day prior
annual report, consolidated financial statements and the in-
to the meeting date, which is April 24, 2014, shall have the right to
dependent auditors' report for the year ended December 31,
participate in that meeting. The Company will send a digital copy of
2013.
the Annual Report for 2013 to the Superintendency of Securities and
2. Approving the adjustments to the Company's consolidated
financial statements as of December 31, 2012, that were re3. Approving the distribution of dividends from 2013 earnings.
ii) On April 11, 2014, a material event was reported that at an ex-
4. Approving the dividend policy for 2014.
traordinary board meeting of Farmacias Ahumada S.A. held on the
5. Electing the board of directors.
same date, the board agreed to propose to the ordinary share-
6. Approving the directors compensation for 2014.
holders' meeting scheduled for April 30, 2014, the distribution
7. Reviewing the report on board expenses for 2013.
of the final minimum mandatory dividend of Ch$4,745,818,874,
8. Appointing the independent auditors and risk-rating agencies
which is Ch$3.16388 per share to be paid on May 30, 2014, to the
for 2014.
registered shareholders at midnight of the fifth business day prior
to that date.
10. Receiving the account of the transactions required by Article
147 of Law 18,046 on Corporations.
11. Conducting any other business appropriate for this ordinary
shareholders' meeting.
Material Events
with General Rule 30.
quested by the Superintendency of Securities and Insurance.
9. Selecting a newspaper for legal publications.
GENERAL INFORMATION
Insurance through the Superintendent's SEIL module, in compliance
iii) On April 11, 2014, a material event was reported that at an extraordinary board meeting of Farmacias Ahumada S.A. held on the
same date, the board agreed to summon an extraordinary shareholders' meeting for April 30, 2014, after the ordinary shareholders' meeting scheduled for the same day, in the Company's offices located at Miraflores 383, floor 6, Santiago, in order to approve
the following amendment to its bylaws: Complement the corporate purpose described in the fourth article of the Company's
bylaws, by adding: "The purchase, sale, distribution and marketing
of all games of chance, instant lottery tickets, etc., available to it
as an agent, official agent, distributing agent or wholesale agent,
and everything related to this business, now or in the future."
iv) On April 30, 2014, a material event was reported that:
v) On May 6, 2014, and complemented on May 9, 2014, an material
event was reported to the Superintendency of Securities and In-
I.
At an ordinary shareholders' meeting held on this date, the follow-
surance, that Grupo Casa Saba S.A.B. de C.V. ("GCS") has report-
ing matters were addressed:
ed that on the same date it reached an agreement with Alliance
Boots ("AB"), through its subsidiary Controladora Casa Saba S.A.
INTRODUCTION
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History
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PERFORMANCE
GENERAL INFORMATION
Material Events
1. The balance sheet, the consolidated financial statements, the
de C.V., to transfer its entire shareholding in Farmacias Ahuma-
annual report and the independent auditors' report for the
da S.A., for the price of MX$5.5162 (five point five one six two
year ended December 31, 2013, were approved.
Mexican pesos) per share, valuing FASA at approximately MX$8.3
2. The shareholders were advised of the adjustments to the
billion. This agreement requires the fulfillment of conditions prec-
Company's consolidated financial statements as of Decem-
edent such as the corresponding corporate approvals and other
ber 31, 2012, that were requested by the Superintendency of
approvals that normally apply in these circumstances. When these
Securities and Insurance, and these reissued consolidated fi-
conditions precedent agreed by the parties have been fulfilled,
nancial statements were approved.
Alliance Boots GmbH itself or any of its affiliates, will launch a
3. The distribution of a final minimum mandatory dividend of
takeover bid (OPA) in Chile for 100% of FASA's issued shares. Con-
Ch$3.16388 per share to be paid on May 30, 2014, was ap-
troladora Casa Saba, S.A. de C.V. is a subsidiary of GCS that owns
proved.
97.89% of FASA's shares, and is irrevocably committed to selling
4. The dividend policy for 2014 was approved, so remains as distributing at least 30% of profit each year.
those shares in the OPA. This transaction has been approved by
the boards of Grupo Casa Saba S.A.B. de C.V. and Alliance Boots
5. All the directors were revoked and a new board elected with a
GmbH. It is estimated that this transaction will be closed during
term of office of 3 years, and consisting of the following seven
the third quarter of 2014. Reporting this material event to the SVS
members: Manuel Saba Ades, Alberto Isaac Saba Ades, Pedro
revealed the confidential event reported on April 10 and 26, 2014.
Alejandro Sadurni Gómez, Marco Antonio Vera Olvera, Joaquin López Dóriga López Ostolaza, Stephen Martin Clifford
and Julián Silva Brisset.
vi) Complementary to an material event reported on September 3,
2013, the SVS was informed on June 27, 2014, about the acquisi-
6. The director's compensation was approved.
tion of the Mexican company Farmacias ABC de México, S.A. de
7. PricewaterhouseCoopers Consultores, Auditores y Compañía
C.V. by Farmacias Benavides, S.A.B. de C.V. ("Farmacias Benavides")
Limitada (PWC) were appointed as external auditors for 2014.
which was the subject of an material event reported to the SVS on
8. El Mostrador was appointed as the electronic newspaper
August 30, 2012. The parties negotiated an agreement to acquire
where the summons for shareholders' meetings must be pub-
100% control of Farmacias ABC de México, S.A. de C.V. which was
lished, as appropriate, and other legal publications that the
owned by the Mexican companies Grupo Casa Saba S.A.B. de C.V.
Company is required to publish.
and Inmuebles Visosil S.A. de C.V. for a price of MX$170,000,000
through the acquisition by Farmacias Benavides S.A.B. de C.V. and
II. At the extraordinary shareholders' meeting held after the ordinary
its subsidiary Servicios Operacionales Benavides S.A. de C.V. of
shareholders' meeting on this date, it was agreed to: Approve the
99.99% and 0.01%, respectively of its shares. On June 25, 2014,
amendment to the bylaws, which amends the corporate purpose
these securities were transferred, as the agreed contractual terms
described in the fourth article of the Company's bylaws, by adding
and conditions for the purchase of these shares dated June 3,
the following: "The purchase, sale, distribution and marketing of
2014, had been fulfilled. This acquisition adds the ABC chain of
all games of chance, instant lottery tickets, etc., available to it as
pharmacies to the Company's business in Mexico, expanding
an agent, official agent, distributing agent or wholesale agent, and
the existing pharmacy network, and opening new customer seg-
everything related to this business, now or in the future."
ments.
vii) On August 11, 2014, the following material event was reported:
4. The director Mr. Juan José Ricardo Guerra was appointed
chairman of the board.
- On July 9, 2014, Alliance Boots Chile SpA (the "bidder") published
a notice to initiate a takeover bid ("OPA"), of the 1,500,000,000
5. The board of directors is now composed of the following individuals:
issued, subscribed and paid shares in Farmacias Ahumada S.A.,
being 100% of its share capital. This notice was published in the
Chairman
newspapers El Mercurio de Santiago and La Tercera and rectified
Marc Dench
Director
by notices dated July 23 and August 6, 2014, published in those
Marcello Ferrari
Director
Director
newspapers.
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- On August 11, the bidder published in the newspapers El Mercurio de Santiago and La Tercera, a notice announcing the success
of the OPA, and reporting that in accordance with Article 212 of
GENERAL INFORMATION
Material Events
tive Officer.
Law 18,045 on Stock Markets and General Rule 104 issued by
the SVS, the bidder would acquire 1,490,833,059 shares in Farmacias Ahumada S.A., representing 99.39% of its share capital.
7. Finally, the board agreed to inform the Superintendency of
Securities and Insurance of these matters as material events,
delegating authority to the Chief Executive Officer and other
Therefore, on August 11, the bidder acquired 1,490,833,059 shares,
specially designated proxies to carry this out.
representing 99.39% of the share capital of Farmacias Ahumada S.A.
ix) On September 24, 2014, a material event was reported that at
Alliance Boots Chile SpA is controlled indirectly by Alliance Boots
a board meeting on this date it was agreed to summon an ex-
GmbH, which in turn is controlled indirectly and jointly by Alliance
traordinary shareholders' meeting for October 21, 2014, at the
Santé Participations SA and by three investment vehicles related to
Company's offices located at Miraflores 383, floor 6, Santiago,
KKR and Co. L.P.
at 10:00am, to approve the following: Appoint the auditing firm
KPMG Auditors Consultores Limitada ("KPMG") as the new inde-
viii) Also, on August 11, 2014, the following material event was reported:
PERFORMANCE
6. Mr. Marcelo Weisselberger Araujo was ratified as Chief Execu-
pendent auditors. This proposal was made at the request of the
controlling shareholder Alliance Boots Chile SpA, in accordance
with Article 58, number 3 of Law 18,046 on Corporations.
-
On August 11, 2014, at an extraordinary board meeting of Farmacias Ahumada S.A., the following matters were addressed:
x) On September 30, 2014, a material event was reported that confirmed the material event reported on September 24, 2014, that
1. The directors Messrs. Alberto Isaac Saba Ades and Pedro Ale-
the board of Farmacias Ahumada S. A. agreed to summon an
jandro Sadurní Gómez resigned, appointing to the board as
extraordinary shareholders' meeting for October 21, 2014, at the
replacement directors Messrs. Juan José Ricardo Guerra and
Company's offices located at Miraflores 383, floor 6, Santiago, at
Marc Dench, respectively, who accepted their appointments
10:00am, to address the following: Approve the change of the
at the same meeting.
Company's independent auditors for the current year by appoint-
2. The directors Messrs. Joaquin Lopez Doriga López Ostolaza
ing KPMG, Auditores Consultores Limitada (“KPMG”) to replace
and Stephen Martin Clifford resigned, appointing to the board
PricewaterhouseCoopers Consultores, Auditores y Compañía
as replacement directors Messrs. Marcello Ferrari and Michele
Limitada. The documents supporting this proposal will be avail-
Antonio Ingravallo, respectively, who accepted their appoint-
able for shareholders at the Company's web site: www.fasa.cl.
ments at the same meeting.
Summons notices will be published in the newspaper El Mostra-
3. The directors Messrs. Manuel Saba Ades, Marco Antonio Vera
dor on October 3, 9 and 16, 2014. The shareholders registered in
Olvera and Julian Silva Brisset offered their resignation, which
the Company shareholder registry on midnight of the fifth day
was accepted by the board. The board agreed not to appoint
prior to the meeting date, which is October 15, 2014, shall have
their replacements, as these vacancies do not affect the quo-
the right to participate in that meeting.
rum for board meetings, and at the next ordinary shareholders' meeting the board will need to be entirely renewed, in
accordance with Article 32 of the Law on Corporations.
xi) On October 21, 2014, a material event was reported that at the
extraordinary shareholders' meeting held on this date, the change
xiv) On December 15, 2014, the following material event was reported:
in the Company's independent auditors for the current year was
approved and KPMG, Auditores Consultores Limitada (“KPMG”) re-
1.- At an extraordinary board meeting held on December 13, 2014,
placed PricewaterhouseCoopers Consultores, Auditores y Com-
the board approved a re-organization and merger plan be-
pañía Limitada.
tween FASA, its subsidiaries FASA Chile S.A. ("FASA Chile") and
FASA Investment Limitada ("FASA Investment"), and Alliance
INTRODUCTION
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THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
xii) On October 29, 2014, a material event was reported that at an or-
Boots Chile SpA ("Alliance Boots Chile"), which owns over
dinary board meeting held on this date, Mr. Dean Thompson was
99% of the shares of FASA. The main objective was to reduce
appointed director, covering one of the existing vacant positions.
regulatory, legal and administrative costs associated with the
The board of directors is now composed of the following individ-
current corporate structure, and re-organize these companies
uals: Juan José Ricardo Guerra, Chairman; Marc Dench, Director;
in the most efficient manner, always respecting the rights and
Marcello Ferrari, Director, Michele Antonio Ingravallo, Director
interests of FASA minority shareholders.
and Dean Thompson, Director. At the next ordinary shareholders'
2.- On this date, FASA, FASA Chile, FASA Investment and Alliance
meeting the board will need to be entirely renewed, in accor-
Boots Chile (collectively the "Parties"), signed a Letter of Un-
dance with Article 32 of the Law on Corporations.
derstanding to place on record their mutual understanding
with respect to the Merger Plan, which comprises implement-
xiii) On November 13, 2014, the following material event was report-
ing the following proceedings in an orderly and sequential
ed:
manner:
1.- That at a meeting on this date, the board approved the interim
i) Alliance Boots Chile will initiate and conclude, as soon as
consolidated financial statements as of September 30, 2014.
possible, a simplified takeover bid to acquire all remaining
2.- That as of September 30, 2014, these consolidated financial
FASA shares currently held by minority shareholders, at the
statements report a loss of ThCh$10,372,067, compared to
price per share that Alliance Boots Chile already offered when
profit of ThCh$10,654,521 reported for the period ended Sep-
it took control of FASA, in order to give all FASA shareholders
tember 30, 2013.
a new opportunity to sell their shares, in the light of the new
3.- This reduction in earnings with respect to the same period last
Merger Plan.
PERFORMANCE
year is mainly due to adjustments to the consolidated finan-
ii) As soon as possible, FASA shall begin all the corporate and
cial statements that have resulted in extraordinary charges to
legal processes to delist the FASA shares from the SVS Secu-
profit or loss of approximately ThCh$19,300,000, in provisions
rities Registry and the stock exchanges in Chile, including but
GENERAL INFORMATION
for doubtful accounts, obsolete inventories, litigation and le-
not limited to the timely summons of an extraordinary share-
gal expenses.
holders' meeting to approve such delisting.
Material Events
4.- Notwithstanding the foregoing, the Company fully complies
iii) The potential advance payment and/or repurchase of the
with its obligations referred to in its Series E and F bond con-
FASA corporate bonds currently placed and outstanding, un-
tracts, registered on the SVS Securities Registry.
less the FASA board deems that this will not benefit FASA and
5.- That despite the loss reported in the interim consolidated
financial statements due to the accounting adjustments referred to above, the financial situation of Farmacias Ahumada
S.A. remains strong and stable.
its shareholders.
iv) The summons by FASA and Alliance Boots Chile of extraordi-
4.- The FASA extraordinary shareholders' meetings referred to
nary shareholders' meetings to approve this merger by incor-
above, which are necessary to complete the Merger Plan,
porating the former into the latter, on the basis of the audited
shall be convened when appropriate as the Merger Plan pro-
accounts for both companies as of December 31, 2014, or
gresses, and on each occasion shall fully comply with all rele-
at a later date. In the event that it had not been possible to
vant laws and regulations, especially the provisions of the Law
delist the FASA shares registered in the Securities Registry and
the stock exchanges, and/or that the FASA board deems the
advance payment and/or repurchase of the FASA corporate
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
and Regulations on Corporations.
5.- It is expected that the Merger Plan should be completed during
2015.
bonds to be unbeneficial, it will be proposed that the merger
6.- It is currently not possible to quantify the effect that the mat-
is subject to the condition precedent that Alliance Boots Chile
ters reported in this material event will have on the consolidat-
be transformed into a corporation and register its shares in the
ed financial statements of FASA.
SVS Securities Registry in the first case, or is registered as an
issuer of public securities, in the second case.
xiv) On December 31, 2014, a material event was reported that on
v) Once the merger of FASA and Alliance Boots Chile has been
this date Walgreens Boots Alliance, Inc., a corporation incorpo-
completed, the merger of FASA Chile and Alliance Boots Chile
rated under the laws of the State of Delaware ("Walgreens Boots
will proceed through the purchase of one share that FASA In-
Alliance"), acquired control of Alliance Boots GmbH, a private lim-
vestment has in FASA Chile, which will enable FASA Chile to
ited liability company incorporated under the laws of Switzerland
be dissolved and absorbed into Alliance Boots Chile, as all its
("Alliance Boots"). Alliance Boots indirectly owns 100% of Alliance
shares will be held by one entity.
Boots Chile SpA, which in turn owns 99.396% of FASA's share capital. Therefore, Walgreens Boots Alliance became the new indirect
controller of the Company with effect from December 31, 2014.
Material events reported after December 31, 2014:
-
On January 22, 2015, a material event was reported that on January 21, 2015, the board agreed to summon an extraordinary
shareholders' meeting for February 24, 2015, at the Company's
offices located at Miraflores 383, floor 6, Santiago, at 10:00am, to
address the following matters: 1) Approve the voluntary delisting
of FASA shares in the SVS Securities Register and in the Chilean
stock exchanges, in accordance with Subparagraph 6, Article 2
of Law 18,046 on Corporations, and the approval of this delisting
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
shall give the dissident shareholders a right to withdraw. (2) Approve the remaining agreements necessary to comply with the
decisions of this meeting. 3) Delegate sufficient authority to the
board and/or the Chief Executive Officer to process all of the details that may arise in relation to the agreements approved at this
extraordinary shareholders' meeting.
-
On February 24, 2015, a material event was reported that at an
extraordinary shareholders' meeting held on this date 99.41% of
shareholders voted to approve the voluntary delisting of the FASA
shares registered on the SVS Securities Registry and the stock ex-
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
changes in Chile, in accordance with Subparagraph 6, Article 2 of
Law 18,046 on Corporations. This has given the dissident shareholders the right to withdraw from the Company, following payment by the Company for their shares. Dissident shareholders are
those present at this meeting who were opposed to this agreement that gave them withdrawal rights, or that were not present
PERFORMANCE
and expressed their dissent in writing to the Company within 30
GENERAL INFORMATION
their shares, being Ch$54.55718.
Material Events
days of this meeting. The Company will pay the dissident shareholders who exercise their right to withdrawal, the book value of
-
On February 25, 2015, a material event was reported that at an
ordinary board meeting held on this date Mr. Dean Thompson
resigned from his position as director and was immediately replaced by Ms. Elizabeth Fagan, and that at the next ordinary shareholders' meeting the board will need to be entirely renewed, in
accordance with Article 32 of the Law on Corporations.
STATEMENT OF
RESPONSIBILITY
The directors of Farmacias Ahumada S. A. and the Chief Executive Officer as indicated below have signed this statement and have legally sworn
to the accuracy of all the information provided in this annual report, in compliance with General Rule 30 issued by the Superintendency of
Securities and Insurance.
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Elizabeth Fagan
Chairman
Director
Marc Dench
Director
Director
Marcello Ferrari
Marcelo Weisselberger
Director
Chilean ID: 10,032,623-K
Santiago, March 2015
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
Editing
FASA Department of Pricing
and Business Planning
Design and development:
INTRODUCTION
Company Details
THE COMPANY
History
Regional Presence
Business Units
Shareholders
Board of Directors
Regional Management
Corporate Structure
Training Our People
PERFORMANCE
GENERAL INFORMATION
Material Events
www.fasa.cl
Miraflores 383 - Floor 6
Santiago - Chile

annual report - Farmacias Ahumada

Transcription

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