FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2017
Commission File Number 001-35591
GRAÑA Y MONTERO S.A.A.
(Exact name of registrant as specified in its charter)
GRAÑA Y MONTERO GROUP
(Translation of registrant’s name into English)
Republic of Peru
(Jurisdiction of incorporation or organization)
Avenida Paseo de la República 4667, Lima 34,
Surquillo, Lima
Peru
(
Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X____ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___
X
____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
_______________________
/s/
Claudia Drago Morante
Stock Market Representative
Graña y Montero S.A.A.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GRAÑA Y MONTERO S.A.A.
By: /s/ CLAUDIA DRAGO MORANTE
Name: Claudia Drago Morante
Title: Stock Market Representative
April 27, 2017
AT MARCH 31, 2017 AND 2016 AND FOR THE THREE-MONTH PERIOD ENDED IN THIS DATE
The accompanying notes on pages 8 to 22 are an integral part of the consolidated financial statements.
The accompanying notes on pages 8 to 22 are an integral part of the consolidated financial statements.
The accompanying notes on pages 8 to 22 are an integral part of the consolidated financial statements.
The accompanying notes on pages 8 to 22 are an integral part of the consolidated financial statements.
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Operating segments financial position
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Segment reporting
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Engineering
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Infrastructure
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Parent
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and construction
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Energy
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Toll roads
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Mass transit
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Water treatment
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Real estate
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Technical services
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Company Operations
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Eliminations
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Consolidated
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As of March 31, 2017
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Assets.-
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Cash and cash equivalents
|
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130,051
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|
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30,467
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|
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109,495
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|
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129,956
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|
|
2,520
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46,929
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59,908
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12,638
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(534
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)
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521,430
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Financial asset at fair value through profit or loss
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327
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-
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|
|
-
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-
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|
|
|
-
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|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
327
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Trade accounts receivables
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320,972
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81,631
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|
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23,396
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|
|
|
105,995
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|
|
246
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230,445
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|
|
391,119
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|
-
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|
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|
-
|
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|
|
1,153,804
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Unbilled work in progress
|
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|
664,321
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|
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-
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|
|
|
-
|
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|
|
-
|
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-
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-
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|
|
|
-
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|
|
-
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|
|
|
-
|
|
|
|
664,321
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Accounts receivable from related parties
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|
270,076
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|
|
|
2,745
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|
|
|
31,244
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|
|
|
343
|
|
|
|
12,379
|
|
|
|
13,607
|
|
|
|
45,112
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|
|
|
53,963
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|
|
|
(258,565
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)
|
|
|
170,904
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Other accounts receivable
|
|
|
395,036
|
|
|
|
64,697
|
|
|
|
4,725
|
|
|
|
29,005
|
|
|
|
4,255
|
|
|
|
17,597
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|
|
|
110,794
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|
|
|
46,885
|
|
|
|
-
|
|
|
|
672,994
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Inventories
|
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|
64,353
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|
|
|
13,831
|
|
|
|
-
|
|
|
|
17,809
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|
|
|
-
|
|
|
|
863,690
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|
|
|
69,580
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|
|
|
388
|
|
|
|
(13,906
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)
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|
|
1,015,745
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Prepaid expenses
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|
|
6,739
|
|
|
|
2,218
|
|
|
|
1,010
|
|
|
|
14,038
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|
|
|
95
|
|
|
|
296
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|
|
24,500
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|
|
344
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|
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-
|
|
|
|
49,240
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Non-current assets classified as held for sale
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|
|
260,645
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|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
725,761
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|
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-
|
|
|
|
986,406
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Total current assets
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|
2,112,520
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|
|
|
195,589
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|
|
|
169,870
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|
|
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297,146
|
|
|
|
19,495
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|
|
|
1,172,564
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|
|
701,013
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|
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839,979
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|
|
(273,005
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)
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5,235,171
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Long-term trade accounts receivable
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|
-
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|
|
|
-
|
|
|
|
-
|
|
|
|
627,485
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|
|
-
|
|
|
|
-
|
|
|
|
34,757
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|
|
-
|
|
|
|
-
|
|
|
|
662,242
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Long-term unbilled work in progress
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|
|
-
|
|
|
|
-
|
|
|
|
24,619
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|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
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24,619
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Long-term accounts receivable from related parties
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|
-
|
|
|
|
-
|
|
|
|
408
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|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
475
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|
|
|
761,164
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|
|
(170,596
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)
|
|
|
591,451
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Prepaid expenses
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|
|
-
|
|
|
|
-
|
|
|
|
23,572
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|
|
|
5,489
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|
|
|
931
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,992
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|
Other long-term accounts receivable
|
|
|
9,793
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|
|
|
31,979
|
|
|
|
21,337
|
|
|
|
225,565
|
|
|
|
7,347
|
|
|
|
18,994
|
|
|
|
1,638
|
|
|
|
11,108
|
|
|
|
-
|
|
|
|
327,761
|
|
Investments in associates and joint ventures
|
|
|
136,385
|
|
|
|
9,045
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,769
|
|
|
|
9,474
|
|
|
|
2,741,314
|
|
|
|
(2,746,950
|
)
|
|
|
181,037
|
|
Investment property
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
49,622
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
49,622
|
|
Property, plant and equipment
|
|
|
566,213
|
|
|
|
187,839
|
|
|
|
1,153
|
|
|
|
497
|
|
|
|
20
|
|
|
|
12,335
|
|
|
|
224,084
|
|
|
|
129,871
|
|
|
|
(17,723
|
)
|
|
|
1,104,289
|
|
Intangible assets
|
|
|
298,133
|
|
|
|
136,152
|
|
|
|
462,972
|
|
|
|
258
|
|
|
|
-
|
|
|
|
944
|
|
|
|
90,981
|
|
|
|
22,904
|
|
|
|
5,489
|
|
|
|
1,017,833
|
|
Deferred income tax asset
|
|
|
152,441
|
|
|
|
4,323
|
|
|
|
2,520
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,292
|
|
|
|
59,631
|
|
|
|
26,080
|
|
|
|
5,061
|
|
|
|
251,348
|
|
Total non-current assets
|
|
|
1,162,965
|
|
|
|
369,338
|
|
|
|
536,581
|
|
|
|
859,294
|
|
|
|
8,298
|
|
|
|
114,956
|
|
|
|
421,040
|
|
|
|
3,692,441
|
|
|
|
(2,924,719
|
)
|
|
|
4,240,194
|
|
Total assets
|
|
|
3,275,485
|
|
|
|
564,927
|
|
|
|
706,451
|
|
|
|
1,156,440
|
|
|
|
27,793
|
|
|
|
1,287,520
|
|
|
|
1,122,053
|
|
|
|
4,532,420
|
|
|
|
(3,197,724
|
)
|
|
|
9,475,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities.-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
599,876
|
|
|
|
73,424
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
205,702
|
|
|
|
168,754
|
|
|
|
85,783
|
|
|
|
-
|
|
|
|
1,133,539
|
|
Bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
27,600
|
|
|
|
19,056
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
46,656
|
|
Trade accounts payable
|
|
|
627,744
|
|
|
|
50,584
|
|
|
|
1,650
|
|
|
|
18,901
|
|
|
|
251
|
|
|
|
32,903
|
|
|
|
248,544
|
|
|
|
19,616
|
|
|
|
-
|
|
|
|
1,000,193
|
|
Accounts payable to related parties
|
|
|
99,192
|
|
|
|
3,124
|
|
|
|
35,537
|
|
|
|
32,151
|
|
|
|
39
|
|
|
|
62,631
|
|
|
|
35,140
|
|
|
|
58,968
|
|
|
|
(258,857
|
)
|
|
|
67,925
|
|
Current income tax
|
|
|
1,191
|
|
|
|
4,847
|
|
|
|
-
|
|
|
|
-
|
|
|
|
101
|
|
|
|
21,619
|
|
|
|
8,558
|
|
|
|
4
|
|
|
|
-
|
|
|
|
36,320
|
|
Other accounts payable
|
|
|
489,132
|
|
|
|
11,556
|
|
|
|
10,773
|
|
|
|
27,979
|
|
|
|
49
|
|
|
|
198,042
|
|
|
|
180,603
|
|
|
|
197,187
|
|
|
|
-
|
|
|
|
1,115,321
|
|
Provisions
|
|
|
115
|
|
|
|
6,442
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
111
|
|
|
|
6,779
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,447
|
|
Non-current assets classified as held for sale
|
|
|
236,882
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
236,882
|
|
Total current liabilities
|
|
|
2,054,132
|
|
|
|
149,977
|
|
|
|
75,560
|
|
|
|
98,087
|
|
|
|
440
|
|
|
|
521,008
|
|
|
|
648,378
|
|
|
|
361,558
|
|
|
|
(258,857
|
)
|
|
|
3,650,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
184,610
|
|
|
|
95,139
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,524
|
|
|
|
70,047
|
|
|
|
717,837
|
|
|
|
-
|
|
|
|
1,083,157
|
|
Long-term bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
332,660
|
|
|
|
584,645
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
917,305
|
|
Other long-term accounts payable
|
|
|
157,617
|
|
|
|
-
|
|
|
|
493
|
|
|
|
233,559
|
|
|
|
51
|
|
|
|
32,057
|
|
|
|
81,059
|
|
|
|
2,469
|
|
|
|
-
|
|
|
|
507,305
|
|
Long-term accounts payable to related parties
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
86,716
|
|
|
|
23,445
|
|
|
|
40,461
|
|
|
|
41,623
|
|
|
|
394
|
|
|
|
(170,417
|
)
|
|
|
22,222
|
|
Provisions
|
|
|
12,388
|
|
|
|
17,993
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,346
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,727
|
|
Derivative financial instruments
|
|
|
-
|
|
|
|
788
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
788
|
|
Deferred income tax liability
|
|
|
32,784
|
|
|
|
4,728
|
|
|
|
3,467
|
|
|
|
19,025
|
|
|
|
290
|
|
|
|
13,831
|
|
|
|
13,052
|
|
|
|
1,941
|
|
|
|
-
|
|
|
|
89,118
|
|
Total non-current liabilities
|
|
|
387,399
|
|
|
|
118,648
|
|
|
|
336,620
|
|
|
|
923,945
|
|
|
|
23,786
|
|
|
|
101,873
|
|
|
|
207,127
|
|
|
|
722,641
|
|
|
|
(170,417
|
)
|
|
|
2,651,622
|
|
Total liabilities
|
|
|
2,441,531
|
|
|
|
268,625
|
|
|
|
412,180
|
|
|
|
1,022,032
|
|
|
|
24,226
|
|
|
|
622,881
|
|
|
|
855,505
|
|
|
|
1,084,199
|
|
|
|
(429,274
|
)
|
|
|
6,301,905
|
|
Equity attributable to controlling interest in the Company
|
|
|
714,070
|
|
|
|
274,375
|
|
|
|
228,978
|
|
|
|
100,807
|
|
|
|
3,567
|
|
|
|
268,810
|
|
|
|
224,997
|
|
|
|
3,434,663
|
|
|
|
(2,602,938
|
)
|
|
|
2,647,329
|
|
Non-controlling interest
|
|
|
119,884
|
|
|
|
21,927
|
|
|
|
65,293
|
|
|
|
33,601
|
|
|
|
-
|
|
|
|
395,829
|
|
|
|
41,551
|
|
|
|
13,558
|
|
|
|
(165,512
|
)
|
|
|
526,131
|
|
Total liabilities and equity
|
|
|
3,275,485
|
|
|
|
564,927
|
|
|
|
706,451
|
|
|
|
1,156,440
|
|
|
|
27,793
|
|
|
|
1,287,520
|
|
|
|
1,122,053
|
|
|
|
4,532,420
|
|
|
|
(3,197,724
|
)
|
|
|
9,475,365
|
|
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Operating segment performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Mass
transit
|
|
|
Water
treatment
|
|
|
Real
estate
|
|
|
Technical
services
|
|
|
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
For the three-month period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
1,002,627
|
|
|
|
86,383
|
|
|
|
70,992
|
|
|
|
53,181
|
|
|
|
4,331
|
|
|
|
32,299
|
|
|
|
262,846
|
|
|
|
14,488
|
|
|
|
(94,098
|
)
|
|
|
1,433,049
|
|
Gross profit (loss)
|
|
|
70,128
|
|
|
|
6,964
|
|
|
|
19,724
|
|
|
|
11,594
|
|
|
|
420
|
|
|
|
18,582
|
|
|
|
31,081
|
|
|
|
(1,539
|
)
|
|
|
(13,528
|
)
|
|
|
143,426
|
|
Administrative expenses
|
|
|
(64,794
|
)
|
|
|
(3,870
|
)
|
|
|
(2,338
|
)
|
|
|
(2,760
|
)
|
|
|
(132
|
)
|
|
|
(4,100
|
)
|
|
|
(23,340
|
)
|
|
|
(9,548
|
)
|
|
|
16,747
|
|
|
|
(94,135
|
)
|
Other income and expenses
|
|
|
7,390
|
|
|
|
(504
|
)
|
|
|
9
|
|
|
|
-
|
|
|
|
-
|
|
|
|
727
|
|
|
|
1,158
|
|
|
|
718
|
|
|
|
(3,088
|
)
|
|
|
6,410
|
|
Gain from the sale of investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,667
|
|
|
|
-
|
|
|
|
31,667
|
|
Operating profit (loss)
|
|
|
12,724
|
|
|
|
2,590
|
|
|
|
17,395
|
|
|
|
8,834
|
|
|
|
288
|
|
|
|
15,209
|
|
|
|
8,899
|
|
|
|
21,298
|
|
|
|
131
|
|
|
|
87,368
|
|
Financial expenses
|
|
|
(13,193
|
)
|
|
|
(2,378
|
)
|
|
|
(3,297
|
)
|
|
|
(699
|
)
|
|
|
(9
|
)
|
|
|
(5,058
|
)
|
|
|
(6,118
|
)
|
|
|
(3,160
|
)
|
|
|
6,785
|
|
|
|
(27,127
|
)
|
Financial income
|
|
|
7,257
|
|
|
|
1,748
|
|
|
|
339
|
|
|
|
1,053
|
|
|
|
23
|
|
|
|
72
|
|
|
|
3,543
|
|
|
|
9,630
|
|
|
|
(10,504
|
)
|
|
|
13,161
|
|
Share of the profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in associates and joint ventures under the equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
method of accounting
|
|
|
6,856
|
|
|
|
646
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
144
|
|
|
|
57,092
|
|
|
|
(43,223
|
)
|
|
|
21,515
|
|
Profit before income tax
|
|
|
13,644
|
|
|
|
2,606
|
|
|
|
14,437
|
|
|
|
9,188
|
|
|
|
302
|
|
|
|
10,223
|
|
|
|
6,468
|
|
|
|
84,860
|
|
|
|
(46,811
|
)
|
|
|
94,917
|
|
Income tax
|
|
|
(4,149
|
)
|
|
|
(805
|
)
|
|
|
(3,763
|
)
|
|
|
(2,778
|
)
|
|
|
(85
|
)
|
|
|
(2,690
|
)
|
|
|
(2,808
|
)
|
|
|
2,332
|
|
|
|
806
|
|
|
|
(13,940
|
)
|
Profit for the period
|
|
|
9,495
|
|
|
|
1,801
|
|
|
|
10,674
|
|
|
|
6,410
|
|
|
|
217
|
|
|
|
7,533
|
|
|
|
3,660
|
|
|
|
87,192
|
|
|
|
(46,005
|
)
|
|
|
80,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
11,505
|
|
|
|
1,086
|
|
|
|
6,807
|
|
|
|
4,807
|
|
|
|
217
|
|
|
|
1,697
|
|
|
|
3,542
|
|
|
|
87,255
|
|
|
|
(46,042
|
)
|
|
|
70,874
|
|
Non-controlling interest
|
|
|
(2,010
|
)
|
|
|
715
|
|
|
|
3,867
|
|
|
|
1,603
|
|
|
|
-
|
|
|
|
5,836
|
|
|
|
118
|
|
|
|
(63
|
)
|
|
|
37
|
|
|
|
10,103
|
|
|
|
|
9,495
|
|
|
|
1,801
|
|
|
|
10,674
|
|
|
|
6,410
|
|
|
|
217
|
|
|
|
7,533
|
|
|
|
3,660
|
|
|
|
87,192
|
|
|
|
(46,005
|
)
|
|
|
80,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Operating segment performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Mass
transit
|
|
|
Water
treatment
|
|
|
Real
estate
|
|
|
Technical
services
|
|
|
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
For the three-month period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
684,495
|
|
|
|
103,882
|
|
|
|
44,570
|
|
|
|
62,108
|
|
|
|
755
|
|
|
|
219,925
|
|
|
|
378,179
|
|
|
|
16,515
|
|
|
|
(92,064
|
)
|
|
|
1,418,365
|
|
Gross profit (loss)
|
|
|
52,614
|
|
|
|
19,286
|
|
|
|
18,739
|
|
|
|
12,765
|
|
|
|
174
|
|
|
|
86,477
|
|
|
|
40,880
|
|
|
|
(5,395
|
)
|
|
|
(14,366
|
)
|
|
|
211,174
|
|
Administrative expenses
|
|
|
(51,843
|
)
|
|
|
(4,205
|
)
|
|
|
(2,283
|
)
|
|
|
(3,346
|
)
|
|
|
(62
|
)
|
|
|
(4,851
|
)
|
|
|
(36,386
|
)
|
|
|
(10,902
|
)
|
|
|
16,962
|
|
|
|
(96,916
|
)
|
Other income and expenses
|
|
|
1,619
|
|
|
|
(708
|
)
|
|
|
11
|
|
|
|
6
|
|
|
|
-
|
|
|
|
(145
|
)
|
|
|
219
|
|
|
|
406
|
|
|
|
(659
|
)
|
|
|
749
|
|
Gain from the sale of investments
|
|
|
25,768
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,768
|
|
Operating profit (loss)
|
|
|
28,158
|
|
|
|
14,373
|
|
|
|
16,467
|
|
|
|
9,425
|
|
|
|
112
|
|
|
|
81,481
|
|
|
|
4,713
|
|
|
|
(15,891
|
)
|
|
|
1,937
|
|
|
|
140,775
|
|
Financial expenses
|
|
|
(11,143
|
)
|
|
|
(2,986
|
)
|
|
|
(2,718
|
)
|
|
|
(1,070
|
)
|
|
|
(1
|
)
|
|
|
(7,971
|
)
|
|
|
(8,615
|
)
|
|
|
(20,359
|
)
|
|
|
8,968
|
|
|
|
(45,895
|
)
|
Financial income
|
|
|
14,771
|
|
|
|
2,552
|
|
|
|
371
|
|
|
|
947
|
|
|
|
3
|
|
|
|
58
|
|
|
|
1,801
|
|
|
|
18,401
|
|
|
|
(11,488
|
)
|
|
|
27,416
|
|
Share of the profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in associates and joint ventures under the equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
method of accounting
|
|
|
20,845
|
|
|
|
529
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
124
|
|
|
|
92,510
|
|
|
|
(108,526
|
)
|
|
|
5,482
|
|
Profit before income tax
|
|
|
52,631
|
|
|
|
14,468
|
|
|
|
14,120
|
|
|
|
9,302
|
|
|
|
114
|
|
|
|
73,568
|
|
|
|
(1,977
|
)
|
|
|
74,661
|
|
|
|
(109,109
|
)
|
|
|
127,778
|
|
Income tax
|
|
|
(13,183
|
)
|
|
|
(4,484
|
)
|
|
|
(3,491
|
)
|
|
|
(2,920
|
)
|
|
|
(75
|
)
|
|
|
(19,460
|
)
|
|
|
(401
|
)
|
|
|
4,373
|
|
|
|
(43
|
)
|
|
|
(39,684
|
)
|
Profit (loss) for the year
|
|
|
39,448
|
|
|
|
9,984
|
|
|
|
10,629
|
|
|
|
6,382
|
|
|
|
39
|
|
|
|
54,108
|
|
|
|
(2,378
|
)
|
|
|
79,034
|
|
|
|
(109,152
|
)
|
|
|
88,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
36,200
|
|
|
|
8,947
|
|
|
|
6,704
|
|
|
|
4,787
|
|
|
|
39
|
|
|
|
34,362
|
|
|
|
(1,760
|
)
|
|
|
79,057
|
|
|
|
(89,213
|
)
|
|
|
79,123
|
|
Non-controlling interest
|
|
|
3,248
|
|
|
|
1,037
|
|
|
|
3,925
|
|
|
|
1,595
|
|
|
|
-
|
|
|
|
19,746
|
|
|
|
(618
|
)
|
|
|
(23
|
)
|
|
|
(19,939
|
)
|
|
|
8,971
|
|
|
|
|
39,448
|
|
|
|
9,984
|
|
|
|
10,629
|
|
|
|
6,382
|
|
|
|
39
|
|
|
|
54,108
|
|
|
|
(2,378
|
)
|
|
|
79,034
|
|
|
|
(109,152
|
)
|
|
|
88,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
No major changes occurred in total assets as compared to the amount stated in the year-end financial statements.
There are no differences as compared to the year-end financial statements based on segmentation or measurement of financial performance by segment.
8
|
TRANSACTIONS WITH RELATED PARTIES
|
a)
|
Transactions with related parties
-
|
Major transactions between the Company and its related parties are summarized as follows:
|
|
From the period
ended March 31,
|
|
|
|
|
|
|
2016
|
|
|
2017
|
|
Revenue from sale of goods and services:
-
Associates
|
|
|
163
|
|
|
|
554
|
|
-
Joint operations
|
|
|
8,730
|
|
|
|
3,388
|
|
|
|
|
8,893
|
|
|
|
3,942
|
|
Inter-company services were agreed upon under market terms as if they had been agreed to with third parties.
b) Balances of transactions with related parties
|
|
At December 31,
|
|
|
At March 31,
|
2016
|
2017
|
Joint operations:
|
|
Receivable
|
|
|
Payable
|
|
|
Receivable
|
|
|
Payable
|
|
Consorcio Constructor Ductos del Sur
|
|
|
2,513
|
|
|
|
-
|
|
|
|
46,754
|
|
|
|
-
|
|
Consorcio GyM Conciviles
|
|
|
61,006
|
|
|
|
-
|
|
|
|
61,299
|
|
|
|
-
|
|
Consorcio Rio Urubamba
|
|
|
9,072
|
|
|
|
-
|
|
|
|
9,000
|
|
|
|
-
|
|
Consorcio Peruano de Conservación
|
|
|
8,784
|
|
|
|
-
|
|
|
|
7,006
|
|
|
|
-
|
|
Consorcio Vial Quinua
|
|
|
4,198
|
|
|
|
738
|
|
|
|
4,189
|
|
|
|
638
|
|
Consorcio Italo Peruano
|
|
|
4,174
|
|
|
|
17,325
|
|
|
|
18,590
|
|
|
|
17,238
|
|
Consorcio La Gloria
|
|
|
3,521
|
|
|
|
3,080
|
|
|
|
1,696
|
|
|
|
1,358
|
|
Consorcio Terminales del Perú
|
|
|
3,215
|
|
|
|
259
|
|
|
|
971
|
|
|
|
-
|
|
Consorcio para la atención y mantenimiento de ductos
|
|
|
-
|
|
|
|
21,791
|
|
|
|
-
|
|
|
|
21,148
|
|
Consorcio Rio Mantaro
|
|
|
3,191
|
|
|
|
6,886
|
|
|
|
2,680
|
|
|
|
5,149
|
|
Consorcio Ermitaño
|
|
|
83
|
|
|
|
6,372
|
|
|
|
503
|
|
|
|
-
|
|
Consorcio Vial Sierra
|
|
|
940
|
|
|
|
5,400
|
|
|
|
1,083
|
|
|
|
5,532
|
|
Consorcio Menegua
|
|
|
30
|
|
|
|
3,803
|
|
|
|
-
|
|
|
|
1,364
|
|
Consorcio Huacho Pativilca
|
|
|
-
|
|
|
|
3,434
|
|
|
|
1,424
|
|
|
|
3,761
|
|
Consorcio Energía y Vapor
|
|
|
491
|
|
|
|
3,203
|
|
|
|
-
|
|
|
|
74
|
|
Consorcio Constructor Chavimochic
|
|
|
915
|
|
|
|
2,471
|
|
|
|
889
|
|
|
|
3,116
|
|
Consorcio Manperan
|
|
|
-
|
|
|
|
-
|
|
|
|
3,062
|
|
|
|
2,779
|
|
Terminales del Perú
|
|
|
-
|
|
|
|
-
|
|
|
|
2,782
|
|
|
|
165
|
|
Other minor
|
|
|
10,066
|
|
|
|
2,226
|
|
|
|
5,180
|
|
|
|
1,136
|
|
|
|
|
112,199
|
|
|
|
76,988
|
|
|
|
167,108
|
|
|
|
63,458
|
|
Other related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaseoducto Sur Peruano S.A
|
|
|
608,247
|
|
|
|
-
|
|
|
|
593,215
|
|
|
|
-
|
|
Perú Piping Spools S.A.C.
|
|
|
9,077
|
|
|
|
-
|
|
|
|
2,033
|
|
|
|
-
|
|
Ferrovias Participaciones
|
|
|
-
|
|
|
|
20,813
|
|
|
|
-
|
|
|
|
21,008
|
|
Ferrovias Argentina
|
|
|
-
|
|
|
|
2,835
|
|
|
|
-
|
|
|
|
1,214
|
|
Arturo Serna
|
|
|
-
|
|
|
|
4,434
|
|
|
|
-
|
|
|
|
4,467
|
|
|
|
|
617,324
|
|
|
|
28,082
|
|
|
|
595,248
|
|
|
|
26,689
|
|
|
|
|
729,523
|
|
|
|
105,070
|
|
|
|
762,355
|
|
|
|
90,147
|
|
Less non-current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaseoducto Sur Peruano S.A
|
|
|
(
608,247
|
)
|
|
|
-
|
|
|
|
(
591,451
|
)
|
|
|
-
|
|
Ferrovias Participaciones
|
|
|
-
|
|
|
|
(
20,813
|
)
|
|
|
-
|
|
|
|
(
21,008
|
)
|
Ferrovias Argentina
|
|
|
-
|
|
|
|
(
2,835
|
)
|
|
|
-
|
|
|
|
(
1,214
|
)
|
Current portion
|
|
|
121,276
|
|
|
|
81,422
|
|
|
|
170,904
|
|
|
|
67,925
|
|
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Accounts receivable and payable have no specific guarantees.
Accounts receivable from related parties mainly arise from sales transactions for goods and services with a maturity period of 60 days. These balances are non-interest-bearing because they have short- term maturities and do not require a provision for impairment.
Accounts payable to related parties mainly arise from transactions to provide services of engineering, construction, maintenance and others and have a maturity period of 60 days. Such accounts are not interest bearing because they are short-term.
9
|
NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
|
As of March 31, 2017, this item includes the balances of the Consorcio Constructor Ductos del Sur for S/255 million, and the reclassification of the investment in the associate Gasoducto Sur Peruano S.A. for S/725.7 million.
In February 2017, the Company sold 23,000,000 shares of Red Eagle Mining Corporation through a stockbroker operation, for a total amount of US$11.5 million and representing 8.69% of the share capital, resulting in a gain In the sale of investments of S/25.8 million. As of March 31, 2017, a 3.98% holding is maintained.
10
|
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
|
As of March 31, 2017, associates in which the Group has significant influence are similar to those existing as of December 31, 2016, except for the reclassification mentioned.
The movement of our investments in associates for the period ended March 31, 2016 and 2017 is as follows:
|
|
2016
|
|
|
2017
|
|
Beginning balance
|
|
|
646,884
|
|
|
|
901,832
|
|
Acquisition and/or contributions received
|
|
|
199,001
|
|
|
|
-
|
|
Debt capitalization
|
|
|
8,308
|
|
|
|
-
|
|
Share of the profit and loss in associates
|
|
|
|
|
|
|
|
|
under the equity method of accounting
|
|
|
21,515
|
|
|
|
5,482
|
|
Dividends received
|
|
|
-
|
|
|
|
(
240
|
)
|
Reclassification discontinuous operation
|
|
|
-
|
|
|
|
(
725,761
|
)
|
Other
|
|
|
489
|
|
|
|
(
277
|
)
|
Ending balance
|
|
|
876,197
|
|
|
|
181,036
|
|
In January and August 2016, the Company capitalized debt with Adexus by S/8.3 million and S/14 million respectively, increasing its participation in the first case from 44% to 52% and in the second capitalization from 52% to 91.03 % control is adquired. To date, the Company has incorporated in the Consolidated Financial Statements assets and liabilities of Adexus, the process of measuring the fair value of net asset is concluded by the end of December 2016.
On November 2015, subsidiary Negocios del Gas SA. adquired an interest of 20% of concessionaire Gasoducto Sur Peruano, which represents an investment of approximately US$248 million, at December 2015 the contribution was S/391 million and at December 2016 its contribution was increased in S/374 million.
Gasoducto del Sur Peruano S.A. (“GSP”), company owner of the concession "Improvements to the Energy Security of the Country and Development of the Peruvian Southern Gas Pipeline" (the "Concession") and of which our subsidiary Negocios de Gas S.A is a shareholder with 20%, received a notification on January 24, 2017, from the Ministry of Energy and Mines, as Grantor of the Concession, by which it terminated the concession agreement signed on July 23, 2014 (the “Concession Contract”).
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
In case of the termination of the Concession, the Concession Contract states that the Net Book Value of the Concession’s assets (“VCN”) must be determined, and then call a public auction for the transfer of the Concession’s assets to a new concessionaire. From this amount, GSP is entitled to receive, within a maximum term of 12 months as of the termination of the Concession, a payment that can range from the guaranteed minimum of 72.25% of the VCN to the 100% of the VCN that is a function of the result of the auction.
According to the analysis made by the Company with the information available to date, and under the agreements entered into with the other shareholders of GSP, in the event that the payment reaches 72.25% of the VCN we would recover more than 95% of the total commitments which include the equity invested in GSP amounting to US$220 million, the amount honored by the corporate guarantee granted to the bridge loan conferred to GSP by a syndicate of five banks amounting to US$129 million, as well as the percentage honored in relation to the Guarantee of Fulfillment of the Concession Contract that amounts to US$52.5 million.
The Company has registered the impacts of such termination in the Financial Statement to fiscal year 2016, which is a result that considers receiving the minimum payment of 72.25% of the aforementioned VCN.
As of March 31, 2017, the investment was reclassified to Non-current assets classified as held for sale.
11
|
PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
|
For the period ended March 31, 2016 and 2017, the movement in property, plant and equipment and intangible assets accounts was as follows:
|
|
Property,
plant and
equipment
|
|
|
Intangible
assets
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
1,111,757
|
|
|
|
881,020
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
44,480
|
|
|
|
34,085
|
|
Transfers, disposals and adjustments
|
|
|
3,933
|
|
|
|
4,997
|
|
Deductions for sale of assets
|
|
|
(4,089
|
)
|
|
|
-
|
|
Depreciation, amortization
|
|
|
(44,716
|
)
|
|
|
(19,668
|
)
|
Net cost at March 31, 2015
|
|
|
1,111,365
|
|
|
|
900,434
|
|
At January 1, 2017
|
|
|
1,128,111
|
|
|
|
1,004,982
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
69,497
|
|
|
|
31,413
|
|
Transfers, disposals and adjustments
|
|
|
(30,296
|
)
|
|
|
5,060
|
|
Deductions for sale of assets
|
|
|
(13,349
|
)
|
|
|
-
|
|
Depreciation, amortization
|
|
|
(49,674
|
)
|
|
|
(23,622
|
)
|
Net cost at March 31, 2017
|
|
|
1
,
104
,
289
|
|
|
|
1
,
017
,
833
|
|
As of March 31, 2016 and 2017, additions to property, plant and equipment comprise of acquisition of plant and equipment intended for the Group’s operations.
As of March 31, 2016 and 2017, the amounts registered in Intangible assets comprise of investments in building the second Ancón-Huacho-Pativilca road section of the Panamericana Norte highway (concession under intangible model) and in preparation of wells located in Lots I, III, IV and V to provide oil and hydrocarbon exploitation services.
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Goodwill
-
Management reviews the results of its business operations based on the type of economic activity carried out. The economic activities that have given rise to goodwill for the Group were engineering and construction, electro-mechanical works, mining services, IT services and telecommunications services.
Goodwill by cash-generating units is broken down as follows:
|
|
At December 31,
2016
|
|
|
At March 31,
2017
|
|
|
|
|
|
|
|
|
Engineering and construction
|
|
|
137,267
|
|
|
|
137,064
|
|
Electromechanical
|
|
|
20,737
|
|
|
|
20,737
|
|
Mining and construction services
|
|
|
13,366
|
|
|
|
13,366
|
|
Telecommunications services
|
|
|
6,728
|
|
|
|
6,560
|
|
IT equipment and services
|
|
|
4,172
|
|
|
|
4,172
|
|
|
|
|
182,270
|
|
|
|
181,899
|
|
As a result of the impairment testing on goodwill performed by Management on an annual basis the recoverable amount of the related cash-generating unit (CGU) is determined based on its value in use. Value in use is determined based on the future cash flows expected to be generated by the assessed CGU. As a result of these assessments no provisions for impairment were required. As of March 31, 2017 same criteria were applied as those in test impairment at December 31, 2016.
This item comprises:
|
|
Total
|
|
|
|
|
|
Current
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
2,140,296
|
|
|
|
2,001,666
|
|
|
|
1,177,642
|
|
|
|
1,032,526
|
|
|
|
962,654
|
|
|
|
969,140
|
|
Leases
|
|
|
240,164
|
|
|
|
215,030
|
|
|
|
117,303
|
|
|
|
101,013
|
|
|
|
122,861
|
|
|
|
114,017
|
|
|
|
|
2,380,460
|
|
|
|
2,216,696
|
|
|
|
1,294,945
|
|
|
|
1,133,539
|
|
|
|
1,085,515
|
|
|
|
1,083,157
|
|
As of March 31, 2017 and December 31, 2016, this item comprises bank loans in local and foreign currencies for working capital purposes. These obligations bear interest at fixed rates which fluctuated between 1.5% and 14.4% in 2017 and between 1.0% and 14.4% in 2016.
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
|
|
|
Current
|
|
|
Non-current
|
|
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
Interest
|
|
|
Date of
|
|
|
December
|
|
|
March
|
|
|
December
|
|
|
March
|
|
|
rate
|
|
|
maturity
|
|
|
31, 2016
|
|
|
31, 2017
|
|
|
31, 2016
|
|
|
31,2017
|
|
GyM S.A.
|
1.55% / 8.00%
|
|
|
|
2017 / 2020
|
|
|
|
501,306
|
|
|
|
535,900
|
|
|
|
187,029
|
|
|
|
134,597
|
|
Graña y Montero S.A.A.
|
Libor USD 3M +4.9%
|
|
|
|
2017 / 2020
|
|
|
|
266,020
|
|
|
|
85,783
|
|
|
|
666,093
|
|
|
|
717,837
|
|
Viva GyM S.A.
|
7.00% / 8.98%
|
|
|
|
2017
|
|
|
|
201,609
|
|
|
|
200,819
|
|
|
|
-
|
|
|
|
-
|
|
GMP S.A.
|
3.65% / 6.04%
|
|
|
|
2017 / 2020
|
|
|
|
77,857
|
|
|
|
69,247
|
|
|
|
71,453
|
|
|
|
87,164
|
|
CAM Holding S.A.
|
2.59% / 14.43%
|
|
|
|
2017 / 2020
|
|
|
|
69,702
|
|
|
|
80,025
|
|
|
|
24,889
|
|
|
|
17,740
|
|
Adexus S.A.
|
5.90%
|
|
|
|
2019
|
|
|
|
42,782
|
|
|
|
38,767
|
|
|
|
13,190
|
|
|
|
11,802
|
|
GMD S.A.
|
5.69% / 9.00%
|
|
|
|
2017
|
|
|
|
14,746
|
|
|
|
19,826
|
|
|
|
-
|
|
|
|
-
|
|
CAM Servicios Perú S.A.
|
7.15% / 8.86%
|
|
|
|
2017
|
|
|
|
3,620
|
|
|
|
2,159
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
1,177,642
|
|
|
|
1,032,526
|
|
|
|
962,654
|
|
|
|
969,140
|
|
As of March 31, 2017, the Company maintained unused credit limits for S/1,297 million, which expire within one year (S/3,922 million as of December 31, 2016).
b)
|
Fair value of borrowings
-
|
The carrying amount and fair value of borrowings are broken down as follows:
|
|
Carrying amounts
|
|
|
Fair value
|
|
|
|
|
|
|
At December
31, 2016
|
|
|
At March
31, 2017
|
|
|
At December
31, 2016
|
|
|
At March
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
2,380,460
|
|
|
|
2,216,696
|
|
|
|
2,391,398
|
|
|
|
2,301,932
|
|
The fair value is based on cash flows discounted using a rate based on the borrowing rate of 1.6% and 14.1% (1.3% and 14.3% in 2016). It should be noted that the interest rate used are those applicable and negotiated by each Company.
This item is broken down as follows:
|
|
Total
|
|
|
|
|
|
Current
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
At
December
31, 2016
|
|
|
At
March
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GyM Ferrovías (a)
|
|
|
604,031
|
|
|
|
603,701
|
|
|
|
20,551
|
|
|
|
19,056
|
|
|
|
583,480
|
|
|
|
584,645
|
|
Norvial (b)
|
|
|
363,683
|
|
|
|
360,260
|
|
|
|
25,540
|
|
|
|
27,600
|
|
|
|
338,143
|
|
|
|
332,660
|
|
|
|
|
967,714
|
|
|
|
963,961
|
|
|
|
46,091
|
|
|
|
46,656
|
|
|
|
921,623
|
|
|
|
917,305
|
|
In February 2015 subsidiary GyM Ferrovías issued corporate bonds under the U.S. Regulation S. This issue was carried out in Peruvian Soles VAC (the Spanish acronym for constant value update) for a total amount of S/629 million. The issues costs for this transactions were for S/22 million. Maturity of these bonds is November 2039 and bear interest at a rate of 4.75% (plus VAC adjustment), they have a risk rating of AA+ (local grading) granted by Apoyo & Asociados Internacionales Clasificadora de Riesgo and a collateral structure that includes a mortgage on the concession to which GyM Ferrovías is a concessionaire, security on the shares of GyM Ferrovías, Assignment of the collection rights arising from the Management Trust, a Cash Flow and Reserve Trust for the Service of the Debt, Operation and Maintenance and in-progress Capex. At March 31, 2017 the Group made a payment of S/43.1 million.
Capital raised from bond issue were used in amortizing a short-term loan with Banco de Crédito del Perú – BCP for S/400 million, funding the reserve accounts, payment of costs of bond issue and partial repayment of the subordinated loan obtained from parent Company by GyM Ferrovías.
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
At March 31, 2017 the balance includes accrued interest payable for S/3 million.
As part of the process of bond structuring, GyM Ferrovías engaged to adhere to the following covenants:
-
|
Debt service coverage ratio of not less than 1.2 times.
|
-
|
Keeping a constant minimum balance of trust equal to a quarter of operating and maintenance costs (including VAT)
|
-
|
Keeping a constant minimum balance of trust equal to two coupons as per schedule.
|
In July 2015, Norvial S.A. issued the First Corporate Bond Program on the Lima Stock Exchange for a total S/365 million. The first issue was for S/80 million at 5 years, bearing an interest rate of 6.75% and funds were drawn on July 23, 2015. The second issue was for S/285 million at 11.5 years, bearing an interest rate of 8.375%, structured in 3 disbursements: the first disbursement of S/105 million was on July 23,2015; the second disbursement of S/100 million was on January 25, 2016; the third disbursement of S / 80 million was received in July 25, 2016. The issues costs corresponding to the first issue and to the first and second disbursements of the second issue were for S/3.9 million. Risk rating agencies Equilibrium y Apoyo & Asociados Internacionales graded this debt instrument AA. This financing transaction has been secured by (i) a cash flow trust, related to the consideration and the regulatory rate; (ii) a mortgage on the concession in which Norvial S.A. is a concessionaire; (iii) a security on shares: (iv) collection rights and (v) in general, all those additional collaterals given to the secured creditors. The capital raised is intended to finance the construction of the Second Phase of Red Vial No.5 and the financing of VAT arising from a project-related expenses.
At March 31, 2017 the balance included interest payables for S/4.7 million (S/4.8 million at December 31, 2016)
As part of the process of bond structuring, Norvial engaged to adhere to the following covenants:
-
|
Debt service coverage ratio of not less than 1.3 times.
|
-
|
Proforma gearing ratio lower than 4 times.
|
As of March 31,2017 and December 31,2016 both Companies have complied with their covenants.
Fair value of the bonds of both Companies at March 31, 2017 amounted to S/1,101 million (at December 31,2016 amounted to S/1,055 million), which has been calculated based on the discounted cash flows, using rates between 3.87% y 7.91% (rates between 4.20% y 7.99% at December 31,2016) which are within level 2 of the fair value hierarchy.
This item is broken down based on the expectation of liquidation as follows:
|
|
At December
31, 2016
|
|
|
At March
31, 2017
|
|
|
|
|
|
|
|
|
Current portion
|
|
|
16,198
|
|
|
|
13,447
|
|
Non-current portion
|
|
|
30,670
|
|
|
|
31,727
|
|
|
|
|
46,868
|
|
|
|
45,174
|
|
The movement of this item for the period ended March 31, 2016 and 2017 is as follows:
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
Other provisions
|
|
Legal
claims
|
|
|
Contingent
liabilities
resulting from
acquisitions
|
|
|
Provisions
for the acquisition
of CAM
|
|
|
Provision
for well
closure
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
|
|
15,000
|
|
|
|
22,960
|
|
|
|
3,819
|
|
|
|
7,307
|
|
|
|
49,086
|
|
Additions
|
|
|
67
|
|
|
|
1,903
|
|
|
|
-
|
|
|
|
239
|
|
|
|
2,209
|
|
Reversals of provisions
|
|
|
-
|
|
|
|
-
|
|
|
|
(660
|
)
|
|
|
-
|
|
|
|
(660
|
)
|
Payments
|
|
|
(202
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(202
|
)
|
Translation adjustments
|
|
|
247
|
|
|
|
662
|
|
|
|
-
|
|
|
|
-
|
|
|
|
909
|
|
At March 31, 2016
|
|
|
15,112
|
|
|
|
25,525
|
|
|
|
3,159
|
|
|
|
7,546
|
|
|
|
51,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2017
|
|
|
19,350
|
|
|
|
10,302
|
|
|
|
-
|
|
|
|
17,216
|
|
|
|
46,868
|
|
Additions
|
|
|
83
|
|
|
|
-
|
|
|
|
-
|
|
|
|
879
|
|
|
|
962
|
|
Reversals of provisions
|
|
|
(20
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20
|
)
|
Payments
|
|
|
(2,501
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,501
|
)
|
Translation adjustments
|
|
|
(2
|
)
|
|
|
(133
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(135
|
)
|
At March 31, 2017
|
|
|
16,910
|
|
|
|
10,169
|
|
|
|
-
|
|
|
|
18,095
|
|
|
|
45,174
|
|
As of December
31
, 2016 and March 31,2017,
the authorized, subscribed and paid-in capital, according to the Company’s bylaws as amended, is represented by
660,053,790
common shares
at
S/1.00
par value each
.
As of December 31, 2016, the
amount of 264,809,545 common shares is represented by 52,961,909
ADSs, at 5 shares per ADS.
As of March 31, 2017, the
amount of 264,691,440 common shares is represented by 52,938,288
ADSs, at 5 shares per ADS.
For the period ended
March
31, 2016 and 2017, this item comprises:
|
|
Cost of
services
and goods
|
|
|
Adminis- trative- expenses
|
|
2016
|
|
|
|
|
|
|
Inventories, materials and consumables used
|
|
|
243,106
|
|
|
|
-
|
|
Personnel charges
|
|
|
328,001
|
|
|
|
54,117
|
|
Services provided by third-parties
|
|
|
555,275
|
|
|
|
30,585
|
|
Taxes
|
|
|
4,032
|
|
|
|
1,735
|
|
Other management charges
|
|
|
98,881
|
|
|
|
2,670
|
|
Depreciation
|
|
|
42,021
|
|
|
|
3,266
|
|
Amortization
|
|
|
17,922
|
|
|
|
1,746
|
|
Impairment of inventories
|
|
|
117
|
|
|
|
-
|
|
Impairment of accounts receivable
|
|
|
15
|
|
|
|
-
|
|
Impairment of property, plant and equipment
|
|
|
253
|
|
|
|
16
|
|
|
|
|
1
,
289
,
623
|
|
|
|
94,135
|
|
2017
|
|
|
|
|
|
|
|
|
Inventorie
s
,
materials and consumables used
|
|
|
260,411
|
|
|
|
-
|
|
Personnel charges
|
|
|
374,273
|
|
|
|
55,833
|
|
Services provided by third-parties
|
|
|
361,757
|
|
|
|
15,529
|
|
Taxes
|
|
|
3,708
|
|
|
|
562
|
|
Other management charges
|
|
|
141,012
|
|
|
|
16,432
|
|
Depreciation
|
|
|
45,637
|
|
|
|
4,612
|
|
Amortization
|
|
|
19,693
|
|
|
|
3,929
|
|
Impairment of inventories
|
|
|
301
|
|
|
|
-
|
|
Impairment of accounts receivable
|
|
|
85
|
|
|
|
-
|
|
Impairment of property, plant and equipment
|
|
|
314
|
|
|
|
19
|
|
|
|
|
1
,
207
,
191
|
|
|
|
96,916
|
|
(All amounts are expressed in thousands of S/ unless otherwise stated)
UNAUDITED
These condensed interim consolidated financial statements for the period ended March 31, 2017, income tax expense is recognised based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to December 31,2017 is 31.06% (14.69% for the period ended March 31, 2016). The variation of the effective rate as compared to the previous year is due to the effect of the permanent differences in the income tax calculation.
18
|
CONTINGENCIES, COMMITTMENTS AND GUARANTEES
|
As of March 31, 2017, contingencies held by the Group are substantially the same as those existing as of December 31, 2016.
In addition the Group had guarantee commitments with different financial institutions securing transactions in the amount of US$207.4 million.
As of March 31, 2017, the Company has not declared any dividends due to the fact that the financial statements have not been approved at the Annual General Shareholders' Meeting.
For the period ended March 31, 2017
,
the Group has paid dividends to its non-controlling subsidiaries participate by S/4.5 million (S/2.3 million for the same period in 2016).
20
|
EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION
|
On April 24, 2017, the Company entered into the sale purchase agreement for the entire stake in the Compañía Operadora de Gas del Amazonas S.A.C. (COGA) in favor of its partners Enagás and Carmen Corporation. The sale price for US$21.5 million.