GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED AT MARCH 31, 2018 AND 2019
(UNAUDITED); AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2018 (AUDITED) AND AT MARCH 31, 2019 (UNAUDITED)
Graña y Montero S.A.A. (hereinafter the Company) was incorporated in Peru on August 12, 1996, as a result of the equity spin-off
of Inversiones GyM S.A. (formerly Graña y Montero S.A.). The Company’s legal address is Av. Paseo de la Republica 4675, Surquillo Lima, Peru and is listed on the Lima Stock Exchange and the New York Stock Exchange (NYSE).
The Company is the parent of the Graña y Montero Group that includes the Company and its subsidiaries (hereinafter, the “Group”)
and is mainly engaged in holding investments in different Group companies. Additionally, the Company provides services of general management, financial management, commercial management, legal advisory, human resources management and leases office
space to the Group companies.
The Group is a conglomerate of companies with operations including different business activities, the most significant are
engineering and construction, infrastructure (public concession ownership and operation) and real estate businesses. Seedetails of operations segments in Note 7.
These condensed interim consolidated financial statements as of March 31, 2019 were prepared and authorized for issuance by the
Chief Financial Officer on April 30, 2019.
These interim condensed consolidated unaudited financial statements for the period ended Marzo 31, 2019 have been prepared in
accordance with IAS 34 "Consolidated interim financial information". The interim condensed consolidated financial statements provide comparative information regarding prior periods; however, they do not include all the information and disclosures
required in the annual consolidated financial statements, so they must be read together with the audited consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with International Standards. of
Financial Information (hereinafter "IFRS").
The condensed interim consolidated financial statements are presented in thousands of Peruvian Soles, unless otherwise stated.
3.
|
SIGNIFICANT ACCOUNTING POLICIES
|
The accounting policies used in the preparation of these condensed interim consolidated financial statements are consistent with
those applied in the preparation of the consolidated financial statements at December 31, 2018, except for the new international financial information regulations (IFRS) effective as of January 1, 2019, which the Group is in the process of adoption.
4.
|
FINANCIAL RISK MANAGEMENT
|
Financial risk management is carried out by the Group’s Management. Management oversees the general management of risks in
specific areas, such as foreign exchange rate risk, price risk, cash flow and fair value interest rate risk, credit risk, the use of derivative and non-derivative financial instruments and the investment of excess liquidity as well as financial risks
and carries out periodic supervision and monitoring.
4.1
|
Financial risk factors
|
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk, fair
value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s
financial performance. The Group uses derivative financial instruments to hedge certain risk exposures in one of its subsidiaries and considers the use of other derivatives in the event that it identifies risks that may generate an adverse effect for
the Group in the short and medium-term.
The Group is exposed to exchange rate risk as a result of the transactions carried out locally in foreign currency and due to its
operations abroad. As of December 31, 2018 and March 31, 2019, and, this exposure is mainly concentrated in fluctuations of U.S. dollar, the Chilean and Colombian Pesos.
Management considers that the exposure of the Group to the price risk of its investments in mutual funds, bonds and equity
securities is low, since the invested amounts are not significant. Any fluctuation in their fair value will not have any significant impact on the balances reported in the condensed interim consolidated financial statements.
iii. Cash flow and fair value interest rate risk
The Group’s interest rate risk mainly arises from its long-term borrowings. Borrowings issued at variable rates expose the Group
to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
Credit risk arises from cash and cash equivalent and deposits with banks and financial institutions, as well as customer credit
counterparties, including the outstanding balance of accounts receivable and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.
With respect to loans to related parties, the Group has measures in place to ensure the recovery of these loans through the
controls maintained by the Corporate Finance Management and the performance evaluation conducted by the Board.
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an
adequate number of sources of committed credit facilities and the capacity to close out positions in the market. Historically, the Group cash flows enabled it to maintain sufficient cash to meet its obligations. However, as of December 31, 2016, the
Group started to experienced liquidity risk due to the early termination of the GSP concession agreement and the obligations assumed. As a consequence, the Group started a disinvestment plan to be able to meet the obligations resulting from this
scenario. That has been fulfilled, managing to reduce these obligations in an important way.
Group Corporate Finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet
operational needs, so that the Group does not breach borrowing limits or covenants, where applicable, on any of its borrowing facilities. Less significant financing transactions are controlled by the Finance Management of each subsidiary.
Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal
statement of financial position ratio targets and, if applicable, external regulatory or legal requirements; for example, foreign currency restrictions.
Surplus cash held by the operating entities over the balance required for working capital management are invested in
interest-bearing checking accounts or time deposits, selecting instruments with appropriate maturities and sufficient liquidity.
The table below analyzes the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the
date of the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
|
Less than
|
|
|
|
1-2
|
|
|
|
2-5
|
|
More than
|
|
|
|
At December 31, 2018
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities (except
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for finance leases)
|
|
|
816,122
|
|
|
|
273,079
|
|
|
|
129,233
|
|
|
|
41,577
|
|
|
|
1,260,011
|
|
Finance leases
|
|
|
15,151
|
|
|
|
7,489
|
|
|
|
14,094
|
|
|
|
-
|
|
|
|
36,734
|
|
Bonds
|
|
|
111,080
|
|
|
|
153,287
|
|
|
|
355,667
|
|
|
|
1,174,404
|
|
|
|
1,794,438
|
|
Trade accounts payables
|
|
|
1,079,531
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,079,531
|
|
Accounts payables to related
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
parties
|
|
|
55,941
|
|
|
|
21,849
|
|
|
|
-
|
|
|
|
-
|
|
|
|
77,790
|
|
Other accounts payables
|
|
|
116,806
|
|
|
|
17,777
|
|
|
|
338,627
|
|
|
|
-
|
|
|
|
473,210
|
|
Other non-financial liabilities
|
|
|
-
|
|
|
|
61
|
|
|
|
-
|
|
|
|
-
|
|
|
|
61
|
|
|
|
|
2,194,631
|
|
|
|
473,542
|
|
|
|
837,621
|
|
|
|
1,215,981
|
|
|
|
4,721,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than
|
|
|
|
1-2
|
|
|
|
2-5
|
|
More than
|
|
|
|
|
|
At March 31, 2019
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities (except
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for finance leases)
|
|
|
689,798
|
|
|
|
248,560
|
|
|
|
113,739
|
|
|
|
35,526
|
|
|
|
1,087,623
|
|
Finance leases
|
|
|
14,718
|
|
|
|
6,529
|
|
|
|
13,018
|
|
|
|
-
|
|
|
|
34,265
|
|
Bonds
|
|
|
117,517
|
|
|
|
148,559
|
|
|
|
356,431
|
|
|
|
1,151,192
|
|
|
|
1,773,699
|
|
Trade accounts payables
|
|
|
992,832
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
992,832
|
|
Accounts payables to related
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
parties
|
|
|
68,283
|
|
|
|
45,314
|
|
|
|
-
|
|
|
|
-
|
|
|
|
113,597
|
|
Other accounts payables
|
|
|
191,062
|
|
|
|
4,336
|
|
|
|
337,178
|
|
|
|
-
|
|
|
|
532,576
|
|
Other non-financial liabilities
|
|
|
-
|
|
|
|
78
|
|
|
|
-
|
|
|
|
-
|
|
|
|
78
|
|
|
|
|
2,074,210
|
|
|
|
453,376
|
|
|
|
820,366
|
|
|
|
1,186,718
|
|
|
|
4,534,670
|
|
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders, benefits for other stakeholders and tomaintain an optimal capital structure to reduce the cost of capital. From 2017 the situation of the Group, has lead Management to monitor deviations that might cause the
non-compliance of covenants and may hinder renegotiation of liabilities (Note12).
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net
debt is calculated as total borrowings (including current and non-current borrowings), less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated statement of financial position plus net debt.
As of December 31, 2018 and March 31, 2019, the gearing ratio is presented below indicating the Company’s strategy to keep it in a
range from 0.10 to 0.70.
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
Total financial liabilities and bonds
|
|
|
2,139,714
|
|
|
|
1,977,515
|
|
Less: Cash and cash equivalents
|
|
|
(801,140
|
)
|
|
|
(754,394
|
)
|
Net debt
|
|
|
1,338,574
|
|
|
|
1,223,121
|
|
Total equity
|
|
|
2,489,931
|
|
|
|
2,478,625
|
|
Total capital
|
|
|
3,828,505
|
|
|
|
3,701,746
|
|
|
|
|
|
|
|
|
|
|
Gearing ratio
|
|
|
0.35
|
|
|
|
0.33
|
|
4.3
|
Fair value estimation
|
For the classification of the type of valuation used by the Group for its financial instruments at fair value, the following
levels of measurement have been established.
-
|
Level 1: Measurement based on quoted prices in active markets for identical assets or liabilities.
|
-
|
Level 2: Measurement based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
|
-
|
Level 3: Measurement based on inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs, generally based on internal estimates and assumptions of the Group).
|
The fair value of the financial assets classified as at fair value through profit or loss has been determined with observable
information of Level 1.
Other financial instruments measured at fair value correspond to the interest rate swaps signed by subsidiary GMP S.A., by which a
variable-interest instrument is changed to a fixed interest rate (cash flow hedge). The information used for determining the fair value of these instruments are Level 2 and has been determined based on the present value of discounted future cash flows
applied to the interest-rate change projections of Citibank N.A.
The carrying amounts of cash and cash equivalents correspond to their fair values. The Company considers that the carrying amount
of trade accounts receivable and payable is similar to their fair values. The fair value of financial liabilities, disclosed in Note 12, has been estimated by discounting the future contractual cash flows at the interest rate currently prevailing in
the market and which is available to the Company for similar financial instruments (Level 2).
5.
|
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
|
Estimates and judgments used are continuously evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
In preparing these condensed interim consolidated financial statements, the significant judgements made by management in applying
the Group’s accounting policies and the key sources of uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2018.
6.
|
SEASONALITY OF OPERATIONS
|
The Group shows no seasonality in the operations of any of its subsidiaries; operations are carried out regularly during the
course of the period.
Operating segments are reported consistently with the internal reports that are reviewed by the Group’ chief decision-maker; that
is, the Executive Committee, which is led by the Chief Executive Officer. This Committee is responsible for allocating resources and evaluating the performance of each operating segment.
The Group's operating segments are assessed by the activities of the following business units: (i) engineering and construction,
(ii) infrastructure, and (iii) real estate.
As set forth under IFRS 8, reportable segments by significance of income are: ‘engineering and construction’ and
‘infraestructure’. However, the Group has voluntarily decided to report on all its operating segments as detailed in this Note.
Inter-segmental sales transactions are entered into at prices that are similar to those that would have been agreed to with
unrelated third parties. Revenues from external customers reported are measured in a manner consistent with the basis of preparation of the financial statements.
Group sales and receivables are not concentrated on a few customers. There is no external customer that represents 10% or more of
the Goup’s revenue.
As of December 31, 2018 management considered not presenting the segment "IT services", due to the sale of the CAM Group in
November 2018, which includes the companies CAM Chile S.A., Cam Servicios del Peru S.A. (CAM Group). In addition,Adexus S.A. was reclassified to non-current assets held for sale.
The table below shows the Group’s financial statements by operating segments:
Operating segments financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
Engineering and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Transportation
|
|
|
Water
treatment
|
|
|
Real estate
|
|
|
Parent
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets.-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent
|
|
|
177,455
|
|
|
|
34,816
|
|
|
|
168,460
|
|
|
|
191,178
|
|
|
|
6,700
|
|
|
|
93,262
|
|
|
|
129,269
|
|
|
|
-
|
|
|
|
801,140
|
|
Trade accounts receivables, net
|
|
|
583,842
|
|
|
|
54,350
|
|
|
|
78,013
|
|
|
|
226,919
|
|
|
|
598
|
|
|
|
63,038
|
|
|
|
1,068
|
|
|
|
-
|
|
|
|
1,007,828
|
|
Work in progress, net
|
|
|
24,962
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,576
|
|
|
|
-
|
|
|
|
28,538
|
|
Accounts receivable from related parties
|
|
|
203,583
|
|
|
|
492
|
|
|
|
40,820
|
|
|
|
758
|
|
|
|
9,930
|
|
|
|
60,759
|
|
|
|
98,308
|
|
|
|
(379,747
|
)
|
|
|
34,903
|
|
Other accounts receivable
|
|
|
386,467
|
|
|
|
37,611
|
|
|
|
28,492
|
|
|
|
31,012
|
|
|
|
199
|
|
|
|
55,508
|
|
|
|
49,160
|
|
|
|
2
|
|
|
|
588,451
|
|
Inventories, net
|
|
|
27,852
|
|
|
|
18,823
|
|
|
|
9,206
|
|
|
|
25,282
|
|
|
|
-
|
|
|
|
448,328
|
|
|
|
-
|
|
|
|
(15,444
|
)
|
|
|
514,047
|
|
Prepaid expenses
|
|
|
3,825
|
|
|
|
1,345
|
|
|
|
3,068
|
|
|
|
874
|
|
|
|
135
|
|
|
|
81
|
|
|
|
1,221
|
|
|
|
-
|
|
|
|
10,549
|
|
|
|
|
1,407,986
|
|
|
|
147,437
|
|
|
|
328,059
|
|
|
|
476,023
|
|
|
|
17,562
|
|
|
|
720,976
|
|
|
|
282,602
|
|
|
|
(395,189
|
)
|
|
|
2,985,456
|
|
Non-current assets classified as held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
247,798
|
|
|
|
-
|
|
|
|
247,798
|
|
Total current assets
|
|
|
1,407,986
|
|
|
|
147,437
|
|
|
|
328,059
|
|
|
|
476,023
|
|
|
|
17,562
|
|
|
|
720,976
|
|
|
|
530,400
|
|
|
|
(395,189
|
)
|
|
|
3,233,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term trade accounts receivable, net
|
|
|
14,455
|
|
|
|
-
|
|
|
|
33,380
|
|
|
|
966,202
|
|
|
|
-
|
|
|
|
6,030
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,020,067
|
|
Long-term work in progress, net
|
|
|
-
|
|
|
|
-
|
|
|
|
32,212
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,212
|
|
Long-term accounts receivable from related parties
|
|
|
254,660
|
|
|
|
-
|
|
|
|
39,341
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
744,655
|
|
|
|
(260,430
|
)
|
|
|
778,226
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
28,214
|
|
|
|
5,152
|
|
|
|
840
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(509
|
)
|
|
|
33,697
|
|
Other long-term accounts receivable
|
|
|
77,028
|
|
|
|
63,797
|
|
|
|
7,056
|
|
|
|
64,817
|
|
|
|
7,346
|
|
|
|
30,268
|
|
|
|
52,645
|
|
|
|
-
|
|
|
|
302,957
|
|
Investments in associates and joint ventures
|
|
|
114,676
|
|
|
|
7,230
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,604
|
|
|
|
2,213,023
|
|
|
|
(2,082,768
|
)
|
|
|
257,765
|
|
Investment property
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,133
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,133
|
|
Property, plant and equipment, net
|
|
|
205,678
|
|
|
|
171,430
|
|
|
|
14,585
|
|
|
|
1,586
|
|
|
|
109
|
|
|
|
9,237
|
|
|
|
69,088
|
|
|
|
(1,159
|
)
|
|
|
470,554
|
|
Intangible assets, net
|
|
|
160,088
|
|
|
|
183,614
|
|
|
|
466,153
|
|
|
|
749
|
|
|
|
-
|
|
|
|
1,105
|
|
|
|
23,514
|
|
|
|
11,872
|
|
|
|
847,095
|
|
Deferred income tax asset
|
|
|
166,624
|
|
|
|
5,025
|
|
|
|
11,875
|
|
|
|
-
|
|
|
|
621
|
|
|
|
17,127
|
|
|
|
218,201
|
|
|
|
5,963
|
|
|
|
425,436
|
|
Total non-current assets
|
|
|
993,209
|
|
|
|
431,096
|
|
|
|
632,816
|
|
|
|
1,038,506
|
|
|
|
8,916
|
|
|
|
98,504
|
|
|
|
3,321,126
|
|
|
|
(2,327,031
|
)
|
|
|
4,197,142
|
|
Total assets
|
|
|
2,401,195
|
|
|
|
578,533
|
|
|
|
960,875
|
|
|
|
1,514,529
|
|
|
|
26,478
|
|
|
|
819,480
|
|
|
|
3,851,526
|
|
|
|
(2,722,220
|
)
|
|
|
7,430,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities.-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
232,409
|
|
|
|
26,621
|
|
|
|
15,384
|
|
|
|
209,463
|
|
|
|
-
|
|
|
|
133,105
|
|
|
|
209,492
|
|
|
|
-
|
|
|
|
826,474
|
|
Bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
25,745
|
|
|
|
13,422
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,167
|
|
Trade accounts payable
|
|
|
777,130
|
|
|
|
49,254
|
|
|
|
61,233
|
|
|
|
104,652
|
|
|
|
121
|
|
|
|
31,173
|
|
|
|
55,968
|
|
|
|
-
|
|
|
|
1,079,531
|
|
Accounts payable to related parties
|
|
|
179,351
|
|
|
|
1,933
|
|
|
|
46,099
|
|
|
|
65,256
|
|
|
|
58
|
|
|
|
35,085
|
|
|
|
91,754
|
|
|
|
(363,595
|
)
|
|
|
55,941
|
|
Current income tax
|
|
|
5,898
|
|
|
|
2,797
|
|
|
|
1,398
|
|
|
|
9,888
|
|
|
|
226
|
|
|
|
4,219
|
|
|
|
1,381
|
|
|
|
-
|
|
|
|
25,807
|
|
Other accounts payable
|
|
|
389,896
|
|
|
|
13,147
|
|
|
|
72,823
|
|
|
|
11,677
|
|
|
|
631
|
|
|
|
106,286
|
|
|
|
38,209
|
|
|
|
-
|
|
|
|
632,669
|
|
Provisions
|
|
|
521
|
|
|
|
5,412
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
264
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,197
|
|
Non-current liabilities classified as held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
225,828
|
|
|
|
-
|
|
|
|
225,828
|
|
Total current liabilities
|
|
|
1,585,205
|
|
|
|
99,164
|
|
|
|
222,682
|
|
|
|
414,358
|
|
|
|
1,036
|
|
|
|
310,132
|
|
|
|
622,632
|
|
|
|
(363,595
|
)
|
|
|
2,891,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
9,314
|
|
|
|
87,166
|
|
|
|
556
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,684
|
|
|
|
268,478
|
|
|
|
-
|
|
|
|
376,198
|
|
Long-term bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
299,637
|
|
|
|
598,238
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
897,875
|
|
Other long-term accounts payable
|
|
|
357,146
|
|
|
|
-
|
|
|
|
31,477
|
|
|
|
154,756
|
|
|
|
1,656
|
|
|
|
26,470
|
|
|
|
2,605
|
|
|
|
-
|
|
|
|
574,110
|
|
Long-term accounts payable to related parties
|
|
|
8,880
|
|
|
|
-
|
|
|
|
1,167
|
|
|
|
81,207
|
|
|
|
23,445
|
|
|
|
-
|
|
|
|
183,826
|
|
|
|
(276,676
|
)
|
|
|
21,849
|
|
Provisions
|
|
|
32,122
|
|
|
|
20,234
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51,055
|
|
|
|
-
|
|
|
|
103,411
|
|
Derivative financial instruments
|
|
|
-
|
|
|
|
61
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
61
|
|
Deferred income tax liability
|
|
|
5,564
|
|
|
|
24,541
|
|
|
|
7,010
|
|
|
|
37,178
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,054
|
|
|
|
-
|
|
|
|
75,347
|
|
Total non-current liabilities
|
|
|
413,026
|
|
|
|
132,002
|
|
|
|
339,847
|
|
|
|
871,379
|
|
|
|
25,101
|
|
|
|
37,154
|
|
|
|
507,018
|
|
|
|
(276,676
|
)
|
|
|
2,048,851
|
|
Total liabilities
|
|
|
1,998,231
|
|
|
|
231,166
|
|
|
|
562,529
|
|
|
|
1,285,737
|
|
|
|
26,137
|
|
|
|
347,286
|
|
|
|
1,129,650
|
|
|
|
(640,271
|
)
|
|
|
4,940,465
|
|
Equity attributable to controlling interest in the Company
|
|
|
331,178
|
|
|
|
323,943
|
|
|
|
332,403
|
|
|
|
171,594
|
|
|
|
341
|
|
|
|
193,483
|
|
|
|
2,708,803
|
|
|
|
(1,973,385
|
)
|
|
|
2,088,360
|
|
Non-controlling interest
|
|
|
71,786
|
|
|
|
23,424
|
|
|
|
65,943
|
|
|
|
57,198
|
|
|
|
-
|
|
|
|
278,711
|
|
|
|
13,073
|
|
|
|
(108,564
|
)
|
|
|
401,571
|
|
Total liabilities and equity
|
|
|
2,401,195
|
|
|
|
578,533
|
|
|
|
960,875
|
|
|
|
1,514,529
|
|
|
|
26,478
|
|
|
|
819,480
|
|
|
|
3,851,526
|
|
|
|
(2,722,220
|
)
|
|
|
7,430,396
|
|
Operating segments financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2019
|
|
Engineering and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Transportation
|
|
|
Water
treatment
|
|
|
Real estate
|
|
|
Parent
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets.-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent
|
|
|
257,929
|
|
|
|
36,149
|
|
|
|
135,054
|
|
|
|
192,870
|
|
|
|
6,358
|
|
|
|
90,566
|
|
|
|
35,468
|
|
|
|
-
|
|
|
|
754,394
|
|
Financial asset at fair value through profit or loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Trade accounts receivables, net
|
|
|
521,505
|
|
|
|
53,764
|
|
|
|
66,163
|
|
|
|
407,888
|
|
|
|
1,157
|
|
|
|
56,774
|
|
|
|
2,633
|
|
|
|
-
|
|
|
|
1,109,884
|
|
Work in progress, net
|
|
|
47,742
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,469
|
|
|
|
-
|
|
|
|
51,211
|
|
Accounts receivable from related parties
|
|
|
167,836
|
|
|
|
660
|
|
|
|
49,426
|
|
|
|
703
|
|
|
|
10,084
|
|
|
|
61,219
|
|
|
|
144,871
|
|
|
|
(386,492
|
)
|
|
|
48,307
|
|
Other accounts receivable
|
|
|
400,121
|
|
|
|
39,327
|
|
|
|
35,978
|
|
|
|
67,054
|
|
|
|
109
|
|
|
|
46,953
|
|
|
|
49,147
|
|
|
|
2
|
|
|
|
638,691
|
|
Inventories, net
|
|
|
34,909
|
|
|
|
22,187
|
|
|
|
10,677
|
|
|
|
25,377
|
|
|
|
-
|
|
|
|
473,018
|
|
|
|
-
|
|
|
|
(15,450
|
)
|
|
|
550,718
|
|
Prepaid expenses
|
|
|
9,198
|
|
|
|
1,836
|
|
|
|
2,798
|
|
|
|
7,193
|
|
|
|
46
|
|
|
|
47
|
|
|
|
131
|
|
|
|
-
|
|
|
|
21,249
|
|
|
|
|
1,439,240
|
|
|
|
153,923
|
|
|
|
300,096
|
|
|
|
701,085
|
|
|
|
17,754
|
|
|
|
728,577
|
|
|
|
235,719
|
|
|
|
(401,940
|
)
|
|
|
3,174,454
|
|
Non-current assets classified as held for sale
|
|
|
2,129
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
257,457
|
|
|
|
-
|
|
|
|
259,586
|
|
Total current assets
|
|
|
1,441,369
|
|
|
|
153,923
|
|
|
|
300,096
|
|
|
|
701,085
|
|
|
|
17,754
|
|
|
|
728,577
|
|
|
|
493,176
|
|
|
|
(401,940
|
)
|
|
|
3,434,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term trade accounts receivable, net
|
|
|
-
|
|
|
|
-
|
|
|
|
33,380
|
|
|
|
608,758
|
|
|
|
-
|
|
|
|
5,960
|
|
|
|
-
|
|
|
|
-
|
|
|
|
648,098
|
|
Long-term work in progress, net
|
|
|
-
|
|
|
|
-
|
|
|
|
32,447
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,447
|
|
Long-term accounts receivable from related parties
|
|
|
254,571
|
|
|
|
-
|
|
|
|
39,475
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
751,417
|
|
|
|
(254,173
|
)
|
|
|
791,290
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
43,069
|
|
|
|
2,326
|
|
|
|
866
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(510
|
)
|
|
|
45,751
|
|
Other long-term accounts receivable
|
|
|
79,301
|
|
|
|
63,460
|
|
|
|
6,521
|
|
|
|
189
|
|
|
|
7,346
|
|
|
|
30,257
|
|
|
|
36,669
|
|
|
|
-
|
|
|
|
223,743
|
|
Investments in associates and joint ventures
|
|
|
112,872
|
|
|
|
7,810
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,604
|
|
|
|
2,228,861
|
|
|
|
(2,098,202
|
)
|
|
|
256,945
|
|
Investment property
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,566
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,566
|
|
Property, plant and equipment, net
|
|
|
197,691
|
|
|
|
170,610
|
|
|
|
13,420
|
|
|
|
858
|
|
|
|
163
|
|
|
|
10,262
|
|
|
|
68,055
|
|
|
|
(1,159
|
)
|
|
|
459,900
|
|
Intangible assets, net
|
|
|
159,456
|
|
|
|
198,612
|
|
|
|
457,520
|
|
|
|
829
|
|
|
|
-
|
|
|
|
1,066
|
|
|
|
23,527
|
|
|
|
8,854
|
|
|
|
849,864
|
|
Deferred income tax asset
|
|
|
172,837
|
|
|
|
5,063
|
|
|
|
12,992
|
|
|
|
-
|
|
|
|
574
|
|
|
|
18,650
|
|
|
|
207,613
|
|
|
|
6,614
|
|
|
|
424,343
|
|
Total non-current assets
|
|
|
976,728
|
|
|
|
445,555
|
|
|
|
638,824
|
|
|
|
612,960
|
|
|
|
8,949
|
|
|
|
100,365
|
|
|
|
3,316,142
|
|
|
|
(2,338,576
|
)
|
|
|
3,760,947
|
|
Total assets
|
|
|
2,418,097
|
|
|
|
599,478
|
|
|
|
938,920
|
|
|
|
1,314,045
|
|
|
|
26,703
|
|
|
|
828,942
|
|
|
|
3,809,318
|
|
|
|
(2,740,516
|
)
|
|
|
7,194,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities.-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
242,055
|
|
|
|
26,331
|
|
|
|
1,284
|
|
|
|
145,029
|
|
|
|
-
|
|
|
|
132,677
|
|
|
|
152,592
|
|
|
|
-
|
|
|
|
699,968
|
|
Bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
32,282
|
|
|
|
13,465
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,747
|
|
Trade accounts payable
|
|
|
737,458
|
|
|
|
62,289
|
|
|
|
50,475
|
|
|
|
67,777
|
|
|
|
216
|
|
|
|
36,269
|
|
|
|
38,348
|
|
|
|
-
|
|
|
|
992,832
|
|
Accounts payable to related parties
|
|
|
204,080
|
|
|
|
933
|
|
|
|
59,763
|
|
|
|
60,461
|
|
|
|
49
|
|
|
|
34,817
|
|
|
|
94,671
|
|
|
|
(386,491
|
)
|
|
|
68,283
|
|
Current income tax
|
|
|
4,448
|
|
|
|
3,750
|
|
|
|
761
|
|
|
|
11,354
|
|
|
|
168
|
|
|
|
4,063
|
|
|
|
609
|
|
|
|
-
|
|
|
|
25,153
|
|
Other accounts payable
|
|
|
415,282
|
|
|
|
15,259
|
|
|
|
72,101
|
|
|
|
54,813
|
|
|
|
714
|
|
|
|
133,367
|
|
|
|
68,879
|
|
|
|
2
|
|
|
|
760,417
|
|
Provisions
|
|
|
521
|
|
|
|
5,582
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
260
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,363
|
|
Non-current liabilities classified as held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
242,151
|
|
|
|
-
|
|
|
|
242,151
|
|
Total current liabilities
|
|
|
1,603,844
|
|
|
|
114,144
|
|
|
|
216,666
|
|
|
|
352,899
|
|
|
|
1,147
|
|
|
|
341,453
|
|
|
|
597,250
|
|
|
|
(386,489
|
)
|
|
|
2,840,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
8,285
|
|
|
|
80,490
|
|
|
|
309
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,975
|
|
|
|
245,291
|
|
|
|
-
|
|
|
|
343,350
|
|
Long-term bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
288,661
|
|
|
|
599,789
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
888,450
|
|
Other long-term accounts payable
|
|
|
360,800
|
|
|
|
-
|
|
|
|
27,781
|
|
|
|
319
|
|
|
|
1,693
|
|
|
|
25,527
|
|
|
|
2,643
|
|
|
|
-
|
|
|
|
418,763
|
|
Long-term accounts payable to related parties
|
|
|
9,039
|
|
|
|
-
|
|
|
|
1,066
|
|
|
|
82,222
|
|
|
|
23,784
|
|
|
|
-
|
|
|
|
183,377
|
|
|
|
(254,174
|
)
|
|
|
45,314
|
|
Provisions
|
|
|
31,599
|
|
|
|
19,091
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
52,397
|
|
|
|
-
|
|
|
|
103,087
|
|
Derivative financial instruments
|
|
|
-
|
|
|
|
78
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
78
|
|
Deferred income tax liability
|
|
|
4,188
|
|
|
|
27,344
|
|
|
|
5,855
|
|
|
|
37,957
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,062
|
|
|
|
-
|
|
|
|
76,406
|
|
Total non-current liabilities
|
|
|
413,911
|
|
|
|
127,003
|
|
|
|
323,672
|
|
|
|
720,287
|
|
|
|
25,477
|
|
|
|
34,502
|
|
|
|
484,770
|
|
|
|
(254,174
|
)
|
|
|
1,875,448
|
|
Total liabilities
|
|
|
2,017,755
|
|
|
|
241,147
|
|
|
|
540,338
|
|
|
|
1,073,186
|
|
|
|
26,624
|
|
|
|
375,955
|
|
|
|
1,082,020
|
|
|
|
(640,663
|
)
|
|
|
4,716,362
|
|
Equity attributable to controlling interest in the Company
|
|
|
327,165
|
|
|
|
333,759
|
|
|
|
332,667
|
|
|
|
180,644
|
|
|
|
79
|
|
|
|
190,885
|
|
|
|
2,714,260
|
|
|
|
(1,992,605
|
)
|
|
|
2,086,854
|
|
Non-controlling interest
|
|
|
73,177
|
|
|
|
24,572
|
|
|
|
65,915
|
|
|
|
60,215
|
|
|
|
-
|
|
|
|
262,102
|
|
|
|
13,038
|
|
|
|
(107,248
|
)
|
|
|
391,771
|
|
Total liabilities and equity
|
|
|
2,418,097
|
|
|
|
599,478
|
|
|
|
938,920
|
|
|
|
1,314,045
|
|
|
|
26,703
|
|
|
|
828,942
|
|
|
|
3,809,318
|
|
|
|
(2,740,516
|
)
|
|
|
7,194,987
|
|
Operating segment performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three-month period ended March 31, 2018 -
|
|
Engineering and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Transportation
|
|
|
Water
treatment
|
|
|
Real estate
|
|
|
Parent
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
437,625
|
|
|
|
124,596
|
|
|
|
148,501
|
|
|
|
151,168
|
|
|
|
806
|
|
|
|
71,372
|
|
|
|
26,069
|
|
|
|
(150,200
|
)
|
|
|
809,937
|
|
Gross profit
|
|
|
26,364
|
|
|
|
29,312
|
|
|
|
27,392
|
|
|
|
25,918
|
|
|
|
119
|
|
|
|
12,287
|
|
|
|
4,506
|
|
|
|
(4,659
|
)
|
|
|
121,239
|
|
Administrative expenses
|
|
|
(31,191
|
)
|
|
|
(4,285
|
)
|
|
|
(7,752
|
)
|
|
|
(2,416
|
)
|
|
|
(66
|
)
|
|
|
(4,113
|
)
|
|
|
(18,349
|
)
|
|
|
10,041
|
|
|
|
(58,131
|
)
|
Other income and expenses, net
|
|
|
11,525
|
|
|
|
1,027
|
|
|
|
(47
|
)
|
|
|
523
|
|
|
|
-
|
|
|
|
(181
|
)
|
|
|
(111
|
)
|
|
|
33
|
|
|
|
12,769
|
|
Operating profit
|
|
|
6,698
|
|
|
|
26,054
|
|
|
|
19,593
|
|
|
|
24,025
|
|
|
|
53
|
|
|
|
7,993
|
|
|
|
(13,954
|
)
|
|
|
5,415
|
|
|
|
75,877
|
|
Financial expenses
|
|
|
(16,707
|
)
|
|
|
(3,169
|
)
|
|
|
(6,600
|
)
|
|
|
(1,221
|
)
|
|
|
-
|
|
|
|
(5,830
|
)
|
|
|
(33,183
|
)
|
|
|
5,164
|
|
|
|
(61,546
|
)
|
Financial income
|
|
|
3,060
|
|
|
|
186
|
|
|
|
624
|
|
|
|
907
|
|
|
|
14
|
|
|
|
1,217
|
|
|
|
6,785
|
|
|
|
(10,814
|
)
|
|
|
1,979
|
|
Dividends
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Share of profit or loss in associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and joint ventures
|
|
|
(2,977
|
)
|
|
|
401
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,827
|
|
|
|
(12,289
|
)
|
|
|
(2,038
|
)
|
(Loss) profit before income tax
|
|
|
(9,926
|
)
|
|
|
23,472
|
|
|
|
13,617
|
|
|
|
23,711
|
|
|
|
67
|
|
|
|
3,380
|
|
|
|
(27,525
|
)
|
|
|
(12,524
|
)
|
|
|
14,272
|
|
Income tax
|
|
|
(3,873
|
)
|
|
|
(6,780
|
)
|
|
|
(4,121
|
)
|
|
|
(7,139
|
)
|
|
|
(98
|
)
|
|
|
(974
|
)
|
|
|
12,700
|
|
|
|
807
|
|
|
|
(9,478
|
)
|
(Loss) profit from continuing operations
|
|
|
(13,799
|
)
|
|
|
16,692
|
|
|
|
9,496
|
|
|
|
16,572
|
|
|
|
(31
|
)
|
|
|
2,406
|
|
|
|
(14,825
|
)
|
|
|
(11,717
|
)
|
|
|
4,794
|
|
Loss from discontinuing operations
|
|
|
8,232
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,722
|
)
|
|
|
696
|
|
|
|
(9,794
|
)
|
(Loss) profit for the period
|
|
|
(5,567
|
)
|
|
|
16,692
|
|
|
|
9,496
|
|
|
|
16,572
|
|
|
|
(31
|
)
|
|
|
2,406
|
|
|
|
(33,547
|
)
|
|
|
(11,021
|
)
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit from attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
(6,667
|
)
|
|
|
15,351
|
|
|
|
7,745
|
|
|
|
12,429
|
|
|
|
(31
|
)
|
|
|
(1,803
|
)
|
|
|
(29,124
|
)
|
|
|
(12,078
|
)
|
|
|
(14,178
|
)
|
Non-controlling interest
|
|
|
1,100
|
|
|
|
1,341
|
|
|
|
1,751
|
|
|
|
4,143
|
|
|
|
-
|
|
|
|
4,209
|
|
|
|
(4,423
|
)
|
|
|
1,057
|
|
|
|
9,178
|
|
|
|
|
(5,567
|
)
|
|
|
16,692
|
|
|
|
9,496
|
|
|
|
16,572
|
|
|
|
(31
|
)
|
|
|
2,406
|
|
|
|
(33,547
|
)
|
|
|
(11,021
|
)
|
|
|
(5,000
|
)
|
Operating segment performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three-month period ended March 31, 2019 -
|
|
Engineering and
construction
|
|
|
Energy
|
|
|
Toll roads
|
|
|
Transportation
|
|
|
Water
treatment
|
|
|
Real estate
|
|
|
Parent
Company
operations
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
382,708
|
|
|
|
127,106
|
|
|
|
144,727
|
|
|
|
106,239
|
|
|
|
885
|
|
|
|
25,436
|
|
|
|
22,762
|
|
|
|
(125,992
|
)
|
|
|
683,871
|
|
Gross profit
|
|
|
42,065
|
|
|
|
26,888
|
|
|
|
22,801
|
|
|
|
21,094
|
|
|
|
236
|
|
|
|
3,465
|
|
|
|
2,034
|
|
|
|
(14,284
|
)
|
|
|
104,299
|
|
Administrative expenses
|
|
|
(33,571
|
)
|
|
|
(5,861
|
)
|
|
|
(7,979
|
)
|
|
|
(4,490
|
)
|
|
|
(138
|
)
|
|
|
(5,104
|
)
|
|
|
(5,098
|
)
|
|
|
18,199
|
|
|
|
(44,042
|
)
|
Other income and expenses, net
|
|
|
385
|
|
|
|
1,504
|
|
|
|
50
|
|
|
|
-
|
|
|
|
2
|
|
|
|
(503
|
)
|
|
|
6,762
|
|
|
|
(174
|
)
|
|
|
8,026
|
|
Gain from sale of investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Operating profit
|
|
|
8,879
|
|
|
|
22,531
|
|
|
|
14,872
|
|
|
|
16,604
|
|
|
|
100
|
|
|
|
(2,142
|
)
|
|
|
3,698
|
|
|
|
3,741
|
|
|
|
68,283
|
|
Financial expenses
|
|
|
(13,562
|
)
|
|
|
(3,189
|
)
|
|
|
(7,597
|
)
|
|
|
(5,821
|
)
|
|
|
(2
|
)
|
|
|
(4,832
|
)
|
|
|
(22,254
|
)
|
|
|
3,437
|
|
|
|
(53,820
|
)
|
Financial income
|
|
|
2,745
|
|
|
|
417
|
|
|
|
680
|
|
|
|
6,504
|
|
|
|
178
|
|
|
|
938
|
|
|
|
17,762
|
|
|
|
(7,395
|
)
|
|
|
21,829
|
|
Dividends
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,440
|
|
|
|
(2,440
|
)
|
|
|
-
|
|
Share of profit or loss in associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and joint ventures
|
|
|
(1,677
|
)
|
|
|
580
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,779
|
|
|
|
(18,378
|
)
|
|
|
(696
|
)
|
(Loss) profit before income tax
|
|
|
(3,615
|
)
|
|
|
20,339
|
|
|
|
7,955
|
|
|
|
17,287
|
|
|
|
276
|
|
|
|
(6,036
|
)
|
|
|
20,425
|
|
|
|
(21,035
|
)
|
|
|
35,596
|
|
Income tax
|
|
|
(262
|
)
|
|
|
(5,924
|
)
|
|
|
(2,752
|
)
|
|
|
(5,236
|
)
|
|
|
(197
|
)
|
|
|
1,470
|
|
|
|
(11,020
|
)
|
|
|
10
|
|
|
|
(23,911
|
)
|
(Loss) profit from continuing operations
|
|
|
(3,877
|
)
|
|
|
14,415
|
|
|
|
5,203
|
|
|
|
12,051
|
|
|
|
79
|
|
|
|
(4,566
|
)
|
|
|
9,405
|
|
|
|
(21,025
|
)
|
|
|
11,685
|
|
Loss from discontinuing operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,338
|
)
|
|
|
(26
|
)
|
|
|
(6,364
|
)
|
(Loss) profit for the period
|
|
|
(3,877
|
)
|
|
|
14,415
|
|
|
|
5,203
|
|
|
|
12,051
|
|
|
|
79
|
|
|
|
(4,566
|
)
|
|
|
3,067
|
|
|
|
(21,051
|
)
|
|
|
5,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit from attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
(5,070
|
)
|
|
|
13,094
|
|
|
|
3,610
|
|
|
|
9,038
|
|
|
|
79
|
|
|
|
(2,598
|
)
|
|
|
3,102
|
|
|
|
(22,392
|
)
|
|
|
(1,137
|
)
|
Non-controlling interest
|
|
|
1,193
|
|
|
|
1,321
|
|
|
|
1,593
|
|
|
|
3,013
|
|
|
|
-
|
|
|
|
(1,968
|
)
|
|
|
(35
|
)
|
|
|
1,341
|
|
|
|
6,458
|
|
|
|
|
(3,877
|
)
|
|
|
14,415
|
|
|
|
5,203
|
|
|
|
12,051
|
|
|
|
79
|
|
|
|
(4,566
|
)
|
|
|
3,067
|
|
|
|
(21,051
|
)
|
|
|
5,321
|
|
No major changes occurred in total assets as compared to the amount stated in previous year-end financial statements.
There are no differences as compared to previous year-end financial statements based on segmentation or measurement of financial
performance by segment.
8.
|
CASH AND CASH EQUIVALENTS
|
This account comprises:
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
Cash on hand
|
|
|
1,377
|
|
|
|
1,503
|
|
Cash in-transit
|
|
|
3,566
|
|
|
|
5,786
|
|
Bank accounts
|
|
|
647,832
|
|
|
|
713,282
|
|
Time deposits
|
|
|
148,365
|
|
|
|
33,823
|
|
|
|
|
801,140
|
|
|
|
754,394
|
|
Reconciliation to the statement of cash flow
The above figures reconcile to the amount of cash shown in the statement of cash flows as follows:.
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Cash and cash equivalent on Consolidated statement of
|
|
|
|
|
|
|
financial position
|
|
|
801,140
|
|
|
|
754,394
|
|
Bank overdrafts (Note 12)
|
|
|
(119
|
)
|
|
|
(15
|
)
|
Balances per Consolidated statement of cash flows
|
|
|
801,021
|
|
|
|
754,379
|
|
9.
|
TRANSACTIONS WITH RELATED PARTIES
|
a) Transactions with related parties
Major transactions between the Company and its related parties are summarized as follows:
|
|
|
|
|
At March 31,
|
|
|
|
2018
|
|
|
2019
|
|
Revenue from sales of goods and services:
|
|
|
|
|
|
|
- Associates
|
|
|
70
|
|
|
|
84
|
|
- Joint operations
|
|
|
8,313
|
|
|
|
8,194
|
|
|
|
|
8,383
|
|
|
|
8,278
|
|
Inter-company services were agreed based on market terms as if they had been agreed to third parties.
b) Balances of transactions with related parties
|
|
|
|
|
At December 31,
|
|
|
|
|
|
At March 31,
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
2019
|
|
|
|
Receivable
|
|
|
Payable
|
|
|
Receivable
|
|
|
Payable
|
|
Current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Consorcio Rio Urubamba
|
|
|
9,122
|
|
|
|
-
|
|
|
|
9,047
|
|
|
|
-
|
|
Consorcio Peruano de Conservacion
|
|
|
6,417
|
|
|
|
-
|
|
|
|
3,004
|
|
|
|
-
|
|
Consorcio Italo Peruano
|
|
|
3,322
|
|
|
|
4,996
|
|
|
|
1,688
|
|
|
|
16,654
|
|
Consorcio Constructor Chavimochic
|
|
|
2,138
|
|
|
|
6,199
|
|
|
|
2,102
|
|
|
|
5,833
|
|
Consorcio GyM Conciviles
|
|
|
1,855
|
|
|
|
-
|
|
|
|
24,036
|
|
|
|
-
|
|
Consorcio La Gloria
|
|
|
1,369
|
|
|
|
1,006
|
|
|
|
1,373
|
|
|
|
1,361
|
|
Consorcio Ermitaño
|
|
|
781
|
|
|
|
624
|
|
|
|
854
|
|
|
|
356
|
|
Terminales del Peru
|
|
|
459
|
|
|
|
-
|
|
|
|
467
|
|
|
|
-
|
|
Consorcio TNT Vial y Vives - DSD Chile Ltda
|
|
|
-
|
|
|
|
11,804
|
|
|
|
-
|
|
|
|
3,100
|
|
Consorcio Rio Mantaro
|
|
|
-
|
|
|
|
6,655
|
|
|
|
1,832
|
|
|
|
16,620
|
|
Consorcio Vial Quinua
|
|
|
-
|
|
|
|
1,970
|
|
|
|
-
|
|
|
|
2,130
|
|
Consorcio Huacho Pativilca
|
|
|
-
|
|
|
|
475
|
|
|
|
-
|
|
|
|
3,071
|
|
Other minors
|
|
|
9,215
|
|
|
|
11,323
|
|
|
|
3,442
|
|
|
|
5,868
|
|
|
|
|
34,678
|
|
|
|
45,052
|
|
|
|
47,845
|
|
|
|
54,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ferrovias Argentina
|
|
|
-
|
|
|
|
10,242
|
|
|
|
-
|
|
|
|
12,942
|
|
Peru Piping Spools S.A.C.
|
|
|
225
|
|
|
|
-
|
|
|
|
424
|
|
|
|
348
|
|
Other minors
|
|
|
-
|
|
|
|
647
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
225
|
|
|
|
10,889
|
|
|
|
424
|
|
|
|
13,290
|
|
Current portion
|
|
|
34,903
|
|
|
|
55,941
|
|
|
|
48,269
|
|
|
|
68,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoducto Sur Peruano S.A
|
|
|
773,927
|
|
|
|
-
|
|
|
|
778,736
|
|
|
|
-
|
|
Ferrovias Participaciones
|
|
|
-
|
|
|
|
21,849
|
|
|
|
-
|
|
|
|
34,599
|
|
Consorcio Constructor Chavimochic
|
|
|
-
|
|
|
|
-
|
|
|
|
2,136
|
|
|
|
-
|
|
Other minors
|
|
|
4,299
|
|
|
|
-
|
|
|
|
10,418
|
|
|
|
10,715
|
|
Non-current
|
|
|
778,226
|
|
|
|
21,849
|
|
|
|
791,290
|
|
|
|
45,314
|
|
Receivables and payables are mainly current and do not have specific guarantees, except for the receivable account from GSP.
Accounts receivable from related parties have maturity periods of 60 days and are related to sales of goods and services. These balances are non-interest-bearing, and during 2019 do not require a provision for impairment.
Accounts payable to related parties mainly related to 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.
10.
|
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
|
The movement of our investments in associates for the period ended March 31, 2018 and 2019 is as follows:
|
|
|
|
|
At March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
268,671
|
|
|
|
257,766
|
|
Equity interest in results
|
|
|
(2,038
|
)
|
|
|
(696
|
)
|
Decrease in capital
|
|
|
(289
|
)
|
|
|
-
|
|
Write-off of investment
|
|
|
-
|
|
|
|
(130
|
)
|
Translation adjustments
|
|
|
(901
|
)
|
|
|
5
|
|
Discontinued operations
|
|
|
362
|
|
|
|
-
|
|
Ending balance
|
|
|
265,805
|
|
|
|
256,945
|
|
In June 2018, the subsidiary Viva GyM S.A. signed a partnership agreement with the company OBRATRES S.A.C, percentage of interest
37.5%, to develop a real estate project located at Calle Tacna 544 in Barranco, the project will consist of 31 departments, 52 parking lots and 24 warehouses.
11.
|
PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
|
For the period ended December 31, 2018 and March 31, 2019, the movement in property, plant and equipment and intangible assets
accounts was as follows:
|
|
Property,
|
|
|
|
|
|
|
plant and
|
|
|
Intangibles
|
|
|
|
equipment
|
|
|
assets
|
|
|
|
|
|
|
|
|
Net cost at January 1, 2018
|
|
|
865,735
|
|
|
|
940,070
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
22,433
|
|
|
|
36,002
|
|
Subsidiary deconsolidation
|
|
|
(13,100
|
)
|
|
|
-
|
|
Transfers, disposals and adjustments
|
|
|
6,715
|
|
|
|
6,844
|
|
Deductions for sale of assets
|
|
|
(13,400
|
)
|
|
|
-
|
|
Depreciation, amortization
|
|
|
(41,651
|
)
|
|
|
(23,123
|
)
|
|
|
|
|
|
|
|
|
|
Net cost at March 31, 2018
|
|
|
826,732
|
|
|
|
959,793
|
|
|
|
|
|
|
|
|
|
|
Net cost at January 1, 2019
|
|
|
470,554
|
|
|
|
847,095
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
9,781
|
|
|
|
29,475
|
|
Transfers, disposals and adjustments
|
|
|
(238
|
)
|
|
|
(2,230
|
)
|
Deductions for sale of assets
|
|
|
(3,074
|
)
|
|
|
-
|
|
Depreciation, amortization
|
|
|
(17,123
|
)
|
|
|
(24,476
|
)
|
|
|
|
|
|
|
|
|
|
Net cost at March 31, 2019
|
|
|
459,900
|
|
|
|
849,864
|
|
a) Property, plant and equipment
As of December 31, 2018 and March 31, 2019, additions to property, plant and equipment comprise acquisition of machinery and
equipment required for Group’s operations.
Depreciation of fixed assets and investment properties for the period is broken down in the statement of income as follows:
|
|
|
|
|
At March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Cost of services and goods (Note 16)
|
|
|
25,716
|
|
|
|
16,882
|
|
Administrative expenses (Note 16)
|
|
|
1,045
|
|
|
|
821
|
|
(+) Depreciation discontinued operation
|
|
|
15,468
|
|
|
|
-
|
|
Total depreciation related to property, plant and equipment and investment property
|
|
|
42,229
|
|
|
|
17,703
|
|
(-) Depreciation of investment property
|
|
|
(578
|
)
|
|
|
(580
|
)
|
Total depreciation of property, plant and equipment
|
|
|
41,651
|
|
|
|
17,123
|
|
As of December 31, 2018 and March 31, 2019, additions registered in intangible assets mainly comprise of investments in
preparation of wells located in Lots I, III, IV and V to provide oil and hydrocarbon explotation services and in building the second Ancón-Huacho-Pativilca road section of the Panamericana Norte highway (concession under intangible model).
Amortization of intangibles is broken down in the statement of income as follows:
|
|
|
|
|
At March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Cost of services and goods (Note 16)
|
|
|
17,374
|
|
|
|
22,757
|
|
Administrative expenses (Note 16)
|
|
|
1,090
|
|
|
|
1,719
|
|
(+) Amortization discontinued operations
|
|
|
4,659
|
|
|
|
-
|
|
|
|
|
23,123
|
|
|
|
24,476
|
|
Management reviews the results of its businesses based on the type of economic activity carried out.
Goodwill allocated to cash-generating units are:
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Engineering and construction
|
|
|
71,621
|
|
|
|
72,053
|
|
Electromechanical
|
|
|
20,737
|
|
|
|
20,737
|
|
IT equipment and services
|
|
|
930
|
|
|
|
930
|
|
|
|
|
93,288
|
|
|
|
93,720
|
|
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 the higher of its value in use and fair value less cost of disposal. Value in use is determined based on the future cash flows expected to be generated by the assessed CGU.
As of March 31, 2019 same criteria used as those applied in the impairment test at December 31, 2018 that concluded there was no
impairment in the CGU.
This item comprises:
|
|
|
|
|
Total
|
|
|
|
|
|
Current
|
|
|
|
|
|
Non-current
|
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank overdrafts (Note 8)
|
|
|
119
|
|
|
|
15
|
|
|
|
119
|
|
|
|
15
|
|
|
|
-
|
|
|
|
-
|
|
Bank loans
|
|
|
1,023,481
|
|
|
|
868,574
|
|
|
|
810,188
|
|
|
|
683,880
|
|
|
|
213,293
|
|
|
|
184,694
|
|
Finance leases
|
|
|
33,488
|
|
|
|
31,356
|
|
|
|
13,514
|
|
|
|
13,178
|
|
|
|
19,974
|
|
|
|
18,178
|
|
Other financial entities
|
|
|
145,584
|
|
|
|
143,373
|
|
|
|
2,653
|
|
|
|
2,895
|
|
|
|
142,931
|
|
|
|
140,478
|
|
|
|
|
1,202,672
|
|
|
|
1,043,318
|
|
|
|
826,474
|
|
|
|
699,968
|
|
|
|
376,198
|
|
|
|
343,350
|
|
As of December 31, 2018 and March 31, 2019, this item comprises bank loans in local and foreign currencies for working capital
purposes. These obligations bear interest at fixed rates which fluctuated between 1.6% and 15.8% in 2018 and between 1.6% and 12% in 2019.
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
|
Interest
|
|
|
Date of
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
rate
|
|
|
maturity
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GyM S.A.
|
|
1.63% / 8.91
%
|
|
|
|
2019 / 2020
|
|
|
|
227,770
|
|
|
|
238,038
|
(iii)
|
|
|
-
|
|
|
|
-
|
|
Graña y Montero S.A.A.
|
|
Libor USD 3M + from 4.9% to 5.5%
|
|
|
|
2018 / 2020
|
|
|
|
206,836
|
|
|
|
149,682
|
(ii)
|
|
|
125,547
|
|
|
|
104,813
|
(i)
|
GyM Ferrovías
|
|
Libor USD 1M + to 2%
|
|
|
|
2019
|
|
|
|
209,463
|
|
|
|
145,029
|
|
|
|
-
|
|
|
|
-
|
|
Viva GyM S.A.
|
|
7.00% / 12.00
%
|
|
|
|
2018 / 2020
|
|
|
|
129,617
|
|
|
|
128,938
|
|
|
|
2,102
|
|
|
|
-
|
|
GMP S.A.
|
|
4.55% / 6.04
%
|
|
|
|
2018 / 2020
|
|
|
|
22,587
|
|
|
|
22,193
|
|
|
|
85,644
|
|
|
|
79,881
|
|
CONCAR S.A.
|
|
15.75
%
|
|
|
|
2019
|
|
|
|
13,915
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
810,188
|
|
|
|
683,880
|
|
|
|
213,293
|
|
|
|
184,694
|
|
i) Credit Suisse Syndicated Loan
In December 2015, the Group entered into a US$200 million (equivalent to S/672 million) medium-term agreement with Credit Suisse
AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC. The loan term is five years, with quarterly installments starting on the 18th month. The loan bears interest at a rate of three months Libor plus 4.9% per year. The funds were used to
finance the equity participation in GSP. On June 27, 2017, the Company renegotiated the terms of this loan to correct defaults related to the cancellation of the GSP concession.
As of March 31, 2019, the outstanding balance of the loan capital is US$31.4 million (equivalent to S/104.5 million, approx.). The
Company is in compliance with its obligations to do and not to do under the credit agreement.
At December 31, 2016, the current balance of bank loans included US$129 million (equivalent to S/433.3 million) of the corporate
guarantee issued by the Company to guarantee the bridge loan granted to GSP, which was due as of December 31, 2016. However, on June, 2017, the Company reached a refinancing agreement with Natixis, BBVA, SMBC and MUFJ for US$78.7 million (equivalent
to S/256.3 million), this amount was used to repay the GSP bridge loan. The new loan matures in June, 2020, with prepayments coming from the sale of asset sales for 40% in the first year and an additional 30% in the second year.
As of March 31, 2019, the principal balance of the loan capital is US$47.3 million (equivalent to S/156.9 million, approx.). The
Company is in compliance with its obligations to do and not to do under the credit agreement.
iii) Financial Stability Framework Agreement
On July 31, 2017, the Company and its subsidiaries, GyM S.A., Construyendo Pais S.A., Vial y Vives-DSD S.A. and Concesionaria Vía
Expresa Sur S.A., entered into a Financial Stability Framework Agreement (together with certain complementary contracts, the “Framework Agreement”) with the following financial entities: Scotiabank Perú S.A., Banco Internacional del Perú S.A.A., BBVA
Banco Continental, Banco de Crédito del Perú, Citibank del Peru SA and Citibank N.A. The Framework Agreement aims to: (i) grant GyM a syndicated revolving line of credit for working capital for up to US$1.6 million and S/143.9 million, which may be
increased by an additional US$14 million subject to certain conditions; (ii) grant GyM S.A. a line of credit of up to US$51.6 million and S/33.6 million; (iii) grant the Company, GyM S.A., Construyendo Pais S.A., Vial y Vives - DSD S.A. and
Concesionaria Vía Expresa Sur S.A. a non-revolving line of credit to finance reimbursement obligations under performance bonds; (iv) grant a syndicated line of credit in favor of Graña y Montero S.A.A. and GyM S.A. for the issuance of performance bonds
up to an amount of US$100 million (which may be increased by an additional US$50 million subject to compliance with certain conditions); and (v) to commit to maintain existing standby letters of credit issued at the request of GyM S.A. and the Company,
as well as the request of Construyendo Pais S.A., Vial y Vives – DSD and Concesionaria Vía Expresa Sur S.A. In April of 2018, the Group repaid US$72.7 million (equivalent to S/245.8 million) of the facility with the proceeds of the sale of Stracon GyM
S.A., and in July of 2018, an additional of US$15.4 million (equivalent to S/52.1 million). As of March 31, 2019, and the date of this report, there was US$59.4 million (equivalent to S/197.4 million) outstanding under this agreement.
As of March 31, 2019 and as of the date hereof, our construction subsidiary GyM is under a continuing default under the Financial
Stability Framework Agreement with respect to its failure to comply with certain ratios between Tranche A (client invoices (facturas)) and Tranche B (project valuations (valorizaciones)). No event of default has been formally noticed to GyM by the
lenders, and our subsidiary has requested a waiver from the lenders, which is pending. If duly noticed to GyM by the lenders, the consequence of this default would be to transfer certain amounts due under Tranche B to Tranche A, for which payment is
not due until July 2019. As of March 31, 2019, there was US$43.7 million (S/145.3 million) outstanding under Tranche A and US$15.7 million (S/.52.1 million) outstanding under Tranche B of the facility, for a total of US$59.4 million (equivalent to
S/197.4 million).
b) Other financial entities
Securitization of Norvial flows
At May 29, 2018 the Company subscribes an agreement between the Company and Inversiones Concesiones Vial S.A.C. ("BCI Peru")
-whith the intervention of Fondo de Inversiones BCI NV (“Fondo BCI”) and BCI Management Administradora General de Fondos S.A. (“BCI” Asset Management”) - to monetize future dividends from Norvial S.A. to the Company. This operation has as a finality
to reduce the indebtness of the Company.The amount of the transaction was US$42.3 millions and ended on June 11, 2018.
Likewise, it has been agreed that our company will have purchase options on 48.8% of Norvial's economic rights that BCI Peru will
maintain through its participation in Inversiones en Autopistas S.A.. These options will be subject to certain conditions such as the expiration of different terms, recovery of the investment made with the funds of the BCI Fund (according to different
economic calculations) and/or that a change of control occurs.
c) Fair value of borrowings
The carrying amount and fair value of borrowings are broken down as follows:
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
Fair value
|
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank overdrafts (Note 8)
|
|
|
119
|
|
|
|
15
|
|
|
|
119
|
|
|
|
15
|
|
Bank loans
|
|
|
1,023,481
|
|
|
|
868,574
|
|
|
|
1,152,885
|
|
|
|
1,214,724
|
|
Finance leases
|
|
|
33,488
|
|
|
|
31,356
|
|
|
|
38,399
|
|
|
|
30,795
|
|
Other financial entities
|
|
|
145,584
|
|
|
|
143,373
|
|
|
|
145,584
|
|
|
|
143,373
|
|
|
|
|
1,202,672
|
|
|
|
1,043,318
|
|
|
|
1,336,987
|
|
|
|
1,388,908
|
|
As of March 31, 2019, the fair value is based on cash flows discounted using a rate based on the borrowing rate of 3.8% and 8.9%
(2.4% and 8.9% in 2018) and are included as Level 2 in the level of measurement.
This item is broken down as follows:
|
|
|
|
|
Total
|
|
|
|
|
|
Current
|
|
|
|
|
|
Non-current
|
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GyM Ferrovías
|
|
|
611,660
|
|
|
|
613,254
|
|
|
|
13,422
|
|
|
|
13,465
|
|
|
|
598,238
|
|
|
|
599,789
|
|
Norvial
|
|
|
325,382
|
|
|
|
320,943
|
|
|
|
25,745
|
|
|
|
32,282
|
|
|
|
299,637
|
|
|
|
288,661
|
|
|
|
|
937,042
|
|
|
|
934,197
|
|
|
|
39,167
|
|
|
|
45,747
|
|
|
|
897,875
|
|
|
|
888,450
|
|
a) GyM Ferrovías S.A.
In February 2015, the subsidiary GyM Ferrovías S.A. made an international issue of corporate bonds under Regulation S. The issue was made in soles VAC (adjusted for the Constant Update Value) for an amount of S/629 million. The bonds mature in
November 2039 and earn interest at a rate of 4.75% (plus the VAC adjustment), present a risk rating of AA + (local scale) granted by Apoyo & Asociados Internacionales Clasico de Riesgo. As of March 31, 2019, an amortization has been made up to
S/70.5 million (S/67.7 million as of December 31, 2018).
As of March 31, 2019, the balance includes accrued interest payable and VAC adjustments for S/73.7 million (S/72.0 million as of
December 31, 2018).
At March 31, 2018 and 2019 the account movement was as follows:
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Balance at January, 1
|
|
|
603,657
|
|
|
|
611,660
|
|
Amortization
|
|
|
(2,521
|
)
|
|
|
(2,807
|
)
|
Accrued interest
|
|
|
11,851
|
|
|
|
11,906
|
|
Interest paid
|
|
|
(7,464
|
)
|
|
|
(7,505
|
)
|
Balance at March, 31
|
|
|
605,523
|
|
|
|
613,254
|
|
As part of the structuring process of the bond, GyM Ferrovías S.A. committed to report and verify compliance with the following,
measured based on their individual financial statements (covenants):
-
|
Debt service coverage ratio not less than 1.2 times.
|
-
|
Maintain a constant balance in the minimum trust equal to one quarter of operation and maintenance costs (including the IGV).
|
-
|
Maintain a constant balance in the minimum trust equal to the following two coupons according to the bond schedule.
|
On August 23, 2017, GyM Ferrovías S.A. and Line One CPAO Purchaser LLC subscribed the contract for the sale and assignment of
collection rights of the "Annual Payment for Complementary Investment (Complementary PAO)" derived from the Concession Contract up to an amount equivalent to US$316 million.
On August 23, 2017, GyM Ferrovías S.A. as Borrower, Mizuho Bank, Ltd. and Sumitomo Mitsui Banking Corporation as Lenders and
Mizuho Bank, Ltd. as Administrative Agent signed a loan contract for Working Capital for an amount equivalent to US$80 million to partially finance the Expansion Project of the Line 1 of the Lima Metro. As of March 31, 2019, US$97.9 million (equivalent
S/325.3 million) has been disbursed.
.
Between 2015 and 2016, the subsidiary Norvial S.A. issued the First Corporate Bond Program on the Lima Stock Exchange for a total
S/365 million. Risk rating agencies Equilibrium y Apoyo & Asociados Internacionales graded this debt instrument AA.
The capital raised was used 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, 2018 and 2019 the account movement was as follows:
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
Balance at January, 1
|
|
|
343,910
|
|
|
|
325,382
|
|
Amortization
|
|
|
(5,524
|
)
|
|
|
(4,396
|
)
|
Accrued interest
|
|
|
5,775
|
|
|
|
5,899
|
|
Capitalized interest
|
|
|
1,212
|
|
|
|
697
|
|
Interest paid
|
|
|
(7,045
|
)
|
|
|
(6,639
|
)
|
Balance at March, 31
|
|
|
338,328
|
|
|
|
320,943
|
|
As part of the process of bond structuring, Norvial S.A. 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.
The fair value of both obligations as of March 31, 2019 amounts to S/1,036 million (as of December 31, 2018 amounts to S/1,037
million), is based on discounted cash flows using rates between 4.32% and 6.93% (between 4.09% and 5.45% as of December 31, 2018) and is within level 2 of the fair value hierarchy.
As of December 31, 2018 and March 31, 2019, the Company has complied with the covenants of both types of bonds.
The gross movement of this item is as follows:
|
|
|
|
|
Contingent
|
|
|
|
|
|
|
|
|
|
|
|
|
liabilities
|
|
|
Provision
|
|
|
|
|
|
|
Legal
|
|
|
resulting from
|
|
|
for well
|
|
|
|
|
|
|
contingencies
|
|
|
acquisitions
|
|
|
closure
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2018
|
|
|
23,364
|
|
|
|
7,249
|
|
|
|
16,804
|
|
|
|
47,417
|
|
Additions
|
|
|
1,369
|
|
|
|
161
|
|
|
|
-
|
|
|
|
1,530
|
|
Reversals of provisions
|
|
|
(1,928
|
)
|
|
|
(438
|
)
|
|
|
(554
|
)
|
|
|
(2,920
|
)
|
Payments
|
|
|
(117
|
)
|
|
|
(302
|
)
|
|
|
-
|
|
|
|
(419
|
)
|
Translation adjustments
|
|
|
52
|
|
|
|
387
|
|
|
|
-
|
|
|
|
439
|
|
At March 31, 2018
|
|
|
22,740
|
|
|
|
7,057
|
|
|
|
16,250
|
|
|
|
46,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2019
|
|
|
84,728
|
|
|
|
4,498
|
|
|
|
20,382
|
|
|
|
109,608
|
|
Additions
|
|
|
2,645
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,645
|
|
Reversals of provisions
|
|
|
(1,077
|
)
|
|
|
(461
|
)
|
|
|
(1,147
|
)
|
|
|
(2,685
|
)
|
Payments
|
|
|
(155
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(155
|
)
|
Translation adjustments
|
|
|
10
|
|
|
|
27
|
|
|
|
-
|
|
|
|
37
|
|
At March 31, 2019
|
|
|
86,151
|
|
|
|
4,064
|
|
|
|
19,235
|
|
|
|
109,450
|
|
As of March 31, 2019, the Group registered the present value of the estimated provision of S/75.6 million (S/73.5 million as of
December 31, 2018), corresponding to the legal contingency estimated by management for the Company's and Subsidiaries exposure to a possible compensation in relation to their participation as minority partner in certain entities that developed six
infrastructure projects in Peru with companies belonging to the Odebrecht group.
As of December 31, 2018 and March 31, 2019, the capital of the Company is represented by 729,434,192 shares of a nominal value
of S/1.00 each, of which 660,053,790 are registered in the Public Registries and 69,380,402 are in the process of formalization registration.
At March 31, 2019, a total of 207,667,205 shares were represented in ADS, equivalent to 41,533,441 ADSs at a rate of 5 shares per
ADS; and a total of 207,931,660 shares were represented by ADS equivalent to 41,586,332 ADSs as of December 31, 2018.
For the period ended March 31, 2018 and 2019, this item comprises:
|
|
Cost of
|
|
|
|
|
|
|
goods and
|
|
|
Administrative
|
|
|
|
services
|
|
|
expenses
|
|
At March 31, 2018
|
|
|
|
|
|
|
Salaries, wages and fringe benefits
|
|
|
243,824
|
|
|
|
25,704
|
|
Services provided by third-parties
|
|
|
239,090
|
|
|
|
21,597
|
|
Purchase of goods
|
|
|
121,768
|
|
|
|
-
|
|
Other management charges
|
|
|
40,594
|
|
|
|
8,492
|
|
Depreciation
|
|
|
25,716
|
|
|
|
1,045
|
|
Amortization
|
|
|
17,374
|
|
|
|
1,090
|
|
Taxes
|
|
|
225
|
|
|
|
200
|
|
Impairment of accounts receivable
|
|
|
107
|
|
|
|
3
|
|
Total report reclassified
|
|
|
688,698
|
|
|
|
58,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2019
|
|
|
|
|
|
|
|
|
Salaries, wages and fringe benefits
|
|
|
162,892
|
|
|
|
28,026
|
|
Services provided by third-parties
|
|
|
213,398
|
|
|
|
5,222
|
|
Purchase of goods
|
|
|
98,555
|
|
|
|
-
|
|
Other management charges
|
|
|
63,851
|
|
|
|
8,024
|
|
Depreciation
|
|
|
16,882
|
|
|
|
821
|
|
Amortization
|
|
|
22,757
|
|
|
|
1,719
|
|
Taxes
|
|
|
2,407
|
|
|
|
230
|
|
Impairment of accounts receivable
|
|
|
102
|
|
|
|
-
|
|
Inventory recovery
|
|
|
(1,272
|
)
|
|
|
-
|
|
Total report
|
|
|
579,572
|
|
|
|
44,042
|
|
As of March 31, 2019, the subsidiary Viva GyM S.A. reverse the excess of provision for impairment in inventories for S/1.3
million.
These condensed interim consolidated financial statements for the period ended March 31, 2019, income tax expense is recognized
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 March 31, 2019 is 67.18% (66.41% for the period ended March 31, 2018). 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, 2019, contingencies held by the Group are substantially the same as those existing as of December 31, 2018.
In addition the Group had performace bonds and guarantees commitments with different financial institutions securing to secure
transactions for US$405.6 million and US$13.9 million, respectively (US$471.60 million and US$13.9 million, respectively, as of December 31, 2018).
As part of the covenants at the refinancing agreements mentioned in Note 12, the Company is unable to pay dividends until the
cancellation of all liabilities related to these borrowings.
For the period ended March 31, 2019, the Group has paid dividends to its non-controlling subsidiaries in the amount of S/1.8
million (S/5 million for the same period in 2018).
20.
|
DISCONTINUED OPERATIONS
|
As part of the process of divestments of non-strategic assets initiated by the Company; CAM Servicios del Peru S.A., CAM Chile
S.A. and Stracon GyM SA were sold, during the year 2018 (completed).
Additionally, at December 31, 2018, the subsidiary Adexus S.A. has been reclassified as non-current assets available for sale
(planned) at December 31, 2018 and at March 31, 2019.
A.
|
Discontinued operations
|
a) CAM Servicios del Peru S.A. and CAM Chile S.A.
On December 4, 2018, the Company entered into a purchase and sale agreement for all of its shares (representing 73.16%) of CAM
Servicios del Peru S.A. and CAM Chile S.A. The Group received for its participation in CAM Chile S.A. and CAM Servicios del Peru S.A. the sum of (i) US$15.78 million (equivalent to S/51.7 million) for the shares of CAM Chile S.A. and (ii) US$3.0
million (equivalent to S/10.4 million) for the shares of CAM Servicios del Peru S.A. The net gain on the sale of both subsidiaries amounted to S/31.7 million.
On March 28, 2018, the Company entered into a purchase and sale agreement for all of its shares (representing 87.59%) in Stracon
GyM S.A. The sale price was agreed in US$76.8 million (equivalent to S/248.8 million), which is fully paid. The net gain on the sale amounted to S/41.9 million.
B.
|
Non-current asset classified as held for sale
|
At December 31, 2018 and at March 31, 2019, non-current assets and liabilities held for sale correspond to investments in the
company Adexus S.A., whose main activity is to provide information technology solutions mainly in Chile and Peru. Account balances are classified as assets held for sale taking into account that the Group has a sales plan defined within the next 12
months.
|
|
At
|
|
|
At
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash and cash equivalets
|
|
|
6,074
|
|
|
|
2,723
|
|
Accounts receivables, net
|
|
|
157,351
|
|
|
|
159,852
|
|
Inventories, net
|
|
|
3,999
|
|
|
|
1,430
|
|
Other assets, net
|
|
|
80,374
|
|
|
|
93,452
|
|
Total assets
|
|
|
247,798
|
|
|
|
257,457
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
71,810
|
|
|
|
90,878
|
|
Accounts payable
|
|
|
148,817
|
|
|
|
146,198
|
|
Deferred income tax liabilities
|
|
|
5,201
|
|
|
|
5,075
|
|
Total liabilities
|
|
|
225,828
|
|
|
|
242,151
|
|
Total net assets
|
|
|
21,970
|
|
|
|
15,306
|
|
C.
|
Consolidated statement of income
|
The Company reclassified financial results of discontinued operations, Stracon GyM S.A., CAM Servicios del Peru S.A., CAM Chile
S.A. (completed) and Adexus S.A. (planned) for the period ended March 31, 2019 as follows:
|
|
|
|
|
Reclassification
|
|
|
|
|
|
|
At March 31, 2018
|
|
|
|
|
|
discontinued operations
|
|
|
At March 31, 2018
|
|
|
|
Reported
|
|
|
Completed
|
|
|
Planned
|
|
|
Reclassified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,311,031
|
|
|
|
(436,850
|
)
|
|
|
(64,244
|
)
|
|
|
809,937
|
|
Operating costs
|
|
|
(1,157,784
|
)
|
|
|
411,938
|
|
|
|
57,148
|
|
|
|
(688,698
|
)
|
Gross profit (loss)
|
|
|
153,247
|
|
|
|
(24,912
|
)
|
|
|
(7,096
|
)
|
|
|
121,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
(92,990
|
)
|
|
|
25,631
|
|
|
|
9,228
|
|
|
|
(58,131
|
)
|
Other (expenses) income, net
|
|
|
14,247
|
|
|
|
(1,459
|
)
|
|
|
(19
|
)
|
|
|
12,769
|
|
Loss (gain) from the sale of investments
|
|
|
(1,529
|
)
|
|
|
1,529
|
|
|
|
-
|
|
|
|
-
|
|
Operating profit
|
|
|
72,975
|
|
|
|
789
|
|
|
|
2,113
|
|
|
|
75,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses
|
|
|
(69,122
|
)
|
|
|
4,925
|
|
|
|
2,651
|
|
|
|
(61,546
|
)
|
Financial income
|
|
|
4,919
|
|
|
|
(2,832
|
)
|
|
|
(108
|
)
|
|
|
1,979
|
|
Share of the profit or loss in associates and joint ventures
|
|
|
(1,676
|
)
|
|
|
(362
|
)
|
|
|
-
|
|
|
|
(2,038
|
)
|
Profit before income tax
|
|
|
7,096
|
|
|
|
2,520
|
|
|
|
4,656
|
|
|
|
14,272
|
|
Income tax
|
|
|
(12,096
|
)
|
|
|
3,947
|
|
|
|
(1,329
|
)
|
|
|
(9,478
|
)
|
(Loss) profit from continuing operations
|
|
|
(5,000
|
)
|
|
|
6,467
|
|
|
|
3,327
|
|
|
|
4,794
|
|
Loss from discontinued operations
|
|
|
-
|
|
|
|
(6,467
|
)
|
|
|
(3,327
|
)
|
|
|
(9,794
|
)
|
Loss of the period
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
21.
|
EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION
|
On April 2, 2019, the Company concluded the capital increase process by completing the subscription of 142,483,663 new common
shares. In the private offer completed, 55,291,877 shares were paid in full, and 87,191,786 shares were paid by 50%, both at a price per share of US$0.6136.
- 30 -