(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
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.
|
10
|
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
|
As of June 30, 2015, associates in which the Group has significant influence are substantially the same as those existing as of December 31, 2014.
The movement of our investments in associates for the period ended June 30, 2014 and June 30, 2015 is as follows:
| |
|
2014 |
|
|
2015 |
|
| |
|
|
|
|
|
|
|
Beginning balance
|
|
|
87,967 |
|
|
|
229,563 |
|
|
Acquisition and/or contributions received
|
|
|
41,335 |
|
|
|
- |
|
|
Share of the profit and loss in associates
|
|
|
|
|
|
|
|
|
|
under the equity method of accounting
|
|
|
14,659 |
|
|
|
15,607 |
|
|
Dividends received
|
|
|
(19,728 |
) |
|
|
(9,937 |
) |
|
Other
|
|
|
(2,240 |
) |
|
|
575 |
|
|
Ending balances
|
|
|
121,993 |
|
|
|
235,808 |
|
For the operation of the concession the Company, Constructora Norberto Odebrecht S.A. and Odebrecht Partipacoes e Investimentos S.A. have formed Concesionaria Chavimochic S.A.C. in wich the Company has 26.5% interest. As of March 14, 2014 the Company has issued S/.13.3 million equity.
Additionally, the Company acquired Panorama Plaza’s Business with a contribution of S/.28 million, it corresponds to a participation as 35%. The main active is a land located in the district of Santiago de Surco, which is developing the real estate project consisting of a commercial area and two office towers of 17 floors.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
|
11
|
PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
|
For the period ended June 30,2014 and 2015, the movement in property, plant and equipment and intangible assets accounts was as follows:
| |
|
Property, |
|
|
|
|
|
| |
|
plant and |
|
|
Intangible |
|
| |
|
equipment |
|
|
assets |
|
| |
|
|
|
|
|
|
|
|
|
At January 1, 2014
|
|
|
952,906 |
|
|
|
480,885 |
|
| |
|
|
|
|
|
|
|
|
|
Additions
|
|
|
191,945 |
|
|
|
41,080 |
|
|
Acquisition of subsidiary - net
|
|
|
711 |
|
|
|
7,790 |
|
|
Transfers, disposals and adjustments
|
|
|
(31,410 |
) |
|
|
15,236 |
|
|
Deductions for sale of assets
|
|
|
(19,599 |
) |
|
|
(46 |
) |
|
Depreciation, amortization
|
|
|
(85,333 |
) |
|
|
(40,258 |
) |
|
Net cost at June 30, 2014
|
|
|
1,009,220 |
|
|
|
504,687 |
|
|
At January 1, 2015
|
|
|
1,148,651 |
|
|
|
762,898 |
|
| |
|
|
|
|
|
|
|
|
|
Additions
|
|
|
178,008 |
|
|
|
79,450 |
|
|
Transfers, disposals and adjustments
|
|
|
(28,353 |
) |
|
|
24,605 |
|
|
Deductions for sale of assets
|
|
|
(8,431 |
) |
|
|
- |
|
|
Depreciation, amortization
|
|
|
(102,422 |
) |
|
|
(40,436 |
) |
|
Net cost at June 30, 2015
|
|
|
1,187,453 |
|
|
|
826,517 |
|
As of June 30, 2014 and 2015, additions to property, plant and equipment comprise of acquisition of plant and equipment intended for the Group’s operations.
As of June 30, 2014, the amounts registered in Property, plant and equipment and intangible assets were obtained through the acquisition of Coasin Instalaciones Limitada (Note 19.a), direct control acquired by CAM Chile S.A.
As of June 30, 2015, the amounts registered in Intangible assets comprise of investements in building the second Ancón-Huacho-Pativilca road section of the Panamericana Norte highway ( concession under intangible model ).
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 |
|
|
At June |
|
| |
|
31, 2014 |
|
|
30, 2015 |
|
| |
|
|
|
|
|
|
|
|
|
Construction - Engineering
|
|
|
119,616 |
|
|
|
119,937 |
|
|
Construction - Mining services
|
|
|
13,366 |
|
|
|
13,366 |
|
|
Construction - Electromechanical
|
|
|
20,737 |
|
|
|
20,737 |
|
|
IT services
|
|
|
4,172 |
|
|
|
4,172 |
|
|
Telecommunications Services
|
|
|
6,413 |
|
|
|
6,413 |
|
| |
|
|
164,304 |
|
|
|
164,625 |
|
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 June 30, 2015 same criteria were applied as those in test impairment at December 31, 2014.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
This item comprises:
| |
|
Total |
|
|
|
|
|
Current |
|
|
|
|
|
Non-current |
|
|
|
|
| |
|
At |
|
|
At |
|
|
At |
|
|
At |
|
|
At |
|
|
At |
|
| |
|
December |
|
|
June |
|
|
December |
|
|
June |
|
|
December |
|
|
June |
|
| |
|
31, 2014 |
|
|
30, 2015 |
|
|
31, 2014 |
|
|
30, 2015 |
|
|
31, 2014 |
|
|
30, 2015 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans
|
|
|
1,419,428 |
|
|
|
1,470,498 |
|
|
|
1,300,636 |
|
|
|
1,364,256 |
|
|
|
118,792 |
|
|
|
106,242 |
|
|
Leases
|
|
|
332,151 |
|
|
|
329,816 |
|
|
|
124,819 |
|
|
|
134,211 |
|
|
|
207,332 |
|
|
|
195,605 |
|
| |
|
|
1,751,579 |
|
|
|
1,800,314 |
|
|
|
1,425,455 |
|
|
|
1,498,467 |
|
|
|
326,124 |
|
|
|
301,847 |
|
Bank loans -
As of June 30, 2015 and December 31, 2014, this item comprises bank loans in local and foreign currencies for working capital purposes. These obligations bear interest at fixed rates which fluctuated between 1.0% and 9.0% in 2014 and between 1.0% and 9.5% in 2015.
On January 15, 2014 the subsidiary Norvial S.A. signed a short term bridge loan with Banco de Crédito del Perú – BCP for an amount of up to S/. 120 million and US$12 million. On such date, under the aforementioned facility S/.50 million were disbursed at an interest rate of 6.32%, and during 2014 an accumulated of S/.85 million have been disbursed. This loan will be canceled with a bond issuance to placed in the local capital markets that will finance the construction of the second stage of the "Ancon - Huacho Pativilca" road.
In June 2014, the subsidiary GyM Ferrovías signed a short term loan with BBVA Continental of S/.200 million at an interest rate of 5.75%, due on December 2014. In December 2014, the short term loan with BBVA Continental was refinanced through a short term loan provided by BCP, due in February 2015. In August 2014, another short term loan with Banco de Crédito del Perú-BCP of S/.200 million at an interest rate of 5.90%, due on January 2015. These loans were canceled with an international bond issuance under the Regulation S, placed in February 2015.
As of June 30, 2015, the Company maintained unused credit limits for S/ 4,074 million, which expire within one year (S/.2,459 million as of December 31, 2014).
b) Fair value of borrowings -
The carrying amount and fair value of borrowings are broken down as follows:
| |
|
|
Carrying amounts |
|
|
|
Fair value |
|
| |
|
|
At December |
|
|
|
At June |
|
|
|
At December |
|
|
|
At June |
|
| |
|
|
31, 2014 |
|
|
|
30, 2015 |
|
|
|
31, 2014 |
|
|
|
30, 2015 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans
|
|
|
1,751,579 |
|
|
|
1,800,314 |
|
|
|
1,705,843 |
|
|
|
1,787,370 |
|
| |
|
|
1,751,579 |
|
|
|
1,800,314 |
|
|
|
1,705,843 |
|
|
|
1,787,370 |
|
The fair value is based on cash flows discounted using a rate based on the borrowing rate of 4.0% and 8.5% (4.4% and 8.0% in 2014). It should be noted that the interest rate used are those applicable and negotiated by each Company.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
On February 10th, 2015, the subsidiary GyM Ferrovías completed an international corporate bonds issuance under the Regulation S. The bonds were issued in Soles VAC (adjusted by the “Valor de Actualización Constante”) for an amount of S/. 629 million. The bonds are due on November 25th, 2039 (a tenor of 24.8 years), and interest rate of 4.75% (plus the VAC adjustment), a local rating of AA+ provided by Apoyo & Asociados Internacionales Clasificadora de Riesgo, and are secured by Mortgage on the Concession, Lien on GyM Ferrovías shares, Assignment of Collection Rights on the Administration Trust, a Cash Flow Trust and Reserve Accounts for Debt Service, Operation and Maintenance and Ongoing Capex. The bonds were assigned to Insurance Companies, Peruvian Pension Funds and Government Funds. The proceeds from the issuance were used to amortize a short term loan provided by Banco de Crédito del Perú-BCP for S/.400 million, funding of the reserve accounts, payment of the issuance expenses, and finally the partial repayment of a subordinated loan provided by Graña y Montero S.A.A. to GyM Ferrovías.
This item is broken down based on the expectation of liquidation as follows:
| |
|
|
At December |
|
|
|
At June |
|
| |
|
|
31, 2014 |
|
|
|
30, 2015 |
|
| |
|
|
|
|
|
|
|
|
|
Current portion
|
|
|
11,441 |
|
|
|
9,951 |
|
|
Non-current portion
|
|
|
46,904 |
|
|
|
42,794 |
|
| |
|
|
58,345 |
|
|
|
52,745 |
|
The movement of this item for the period ended June 30, 2014 and 2015 is as follows:
| |
|
|
|
|
|
|
Contingent |
|
|
|
Provisions for the |
|
|
|
Provision |
|
|
|
Provision |
|
|
|
|
|
| |
|
|
Legal |
|
|
|
liabilities from |
|
|
|
for the acquisition |
|
|
|
for well |
|
|
|
for periodic |
|
|
|
|
|
| |
|
|
claims |
|
|
|
acquisitions |
|
|
|
of CAM |
|
|
|
closure |
|
|
|
maintenance |
|
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2014
|
|
|
12,217 |
|
|
|
9,852 |
|
|
|
21,546 |
|
|
|
4,852 |
|
|
|
3,846 |
|
|
|
52,313 |
|
|
Additions
|
|
|
3,847 |
|
|
|
- |
|
|
|
- |
|
|
|
1,957 |
|
|
|
2,487 |
|
|
|
8,291 |
|
|
Additions from business combinations
|
|
|
- |
|
|
|
2,658 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,658 |
|
|
Translation adjustment
|
|
|
163 |
|
|
|
(354 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(191 |
) |
|
Reversals
|
|
|
(399 |
) |
|
|
(4,309 |
) |
|
|
(4,823 |
) |
|
|
- |
|
|
|
- |
|
|
|
(9,531 |
|
|
Payments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(335 |
) |
|
|
(6,333 |
) |
|
|
(6,668 |
) |
|
At June 30, 2014
|
|
|
15,828 |
|
|
|
7,847 |
|
|
|
16,723 |
|
|
|
6,474 |
|
|
|
- |
|
|
|
46,872 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2015
|
|
|
13,056 |
|
|
|
25,927 |
|
|
|
12,152 |
|
|
|
7,210 |
|
|
|
- |
|
|
|
58,345 |
|
|
Additions
|
|
|
435 |
|
|
|
- |
|
|
|
- |
|
|
|
405 |
|
|
|
- |
|
|
|
840 |
|
|
Translation adjustment
|
|
|
(157 |
) |
|
|
(734 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(891 |
) |
|
Reversals
|
|
|
( 695 |
) |
|
|
- |
|
|
|
(4,036 |
) |
|
|
- |
|
|
|
- |
|
|
|
(4,731 |
) |
|
Payments
|
|
|
( 814 |
) |
|
|
- |
|
|
|
- |
|
|
|
( 4 |
) |
|
|
- |
|
|
|
(818 |
) |
|
At June 30, 2015
|
|
|
11,825 |
|
|
|
25,193 |
|
|
|
8,116 |
|
|
|
7,611 |
|
|
|
- |
|
|
|
52,745 |
|
Reversals for the period ended June 30, 2015 mainly consists of write-offs of provisions recognized in conjunction with the purchase price allocation related to acquisition of CAM Chile in S/.4.0 million. (S/.4.8 million as of June 30, 2014).
As of December 31, 2014 and June 30, 2015, 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, 2014, the amount of 256,635,480 common shares is represented by 50,727,096 ADSs, at 5 shares per ADS.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
As of June 30, 2015, the amount of 251,519,940 common shares is represented by 50,303,988 ADSs, at 5 shares per ADS.
For the period ended June 30, 2014 and 2015, this item comprises:
| |
|
Cost of |
|
|
Adminis- |
|
| |
|
services |
|
|
trative- |
|
| |
|
and goods
|
|
|
expenses
|
|
|
2014
|
|
|
|
|
|
|
|
Purchas e of goods
|
|
|
92,316 |
|
|
|
- |
|
|
Pers onnel charges
|
|
|
826,240 |
|
|
|
107,949 |
|
|
Services provided by third-parties
|
|
|
872,276 |
|
|
|
60,814 |
|
|
Taxes
|
|
|
6,043 |
|
|
|
764 |
|
|
Other management charges
|
|
|
374,780 |
|
|
|
16,220 |
|
|
Depreciation
|
|
|
79,482 |
|
|
|
6,919 |
|
|
Amortization
|
|
|
36,784 |
|
|
|
3,475 |
|
|
Variation of inventories
|
|
|
369,259 |
|
|
|
- |
|
| |
|
|
2,657,180 |
|
|
|
196,141 |
|
|
2015
|
|
|
|
|
|
|
|
|
|
Purchas e of goods
|
|
|
559,777 |
|
|
|
- |
|
|
Pers onnel charges
|
|
|
1,095,268 |
|
|
|
109,854 |
|
|
Services provided by third-parties
|
|
|
1,312,644 |
|
|
|
56,725 |
|
|
Taxes
|
|
|
8,236 |
|
|
|
1,642 |
|
|
Other management charges
|
|
|
342,674 |
|
|
|
26,725 |
|
|
Depreciation
|
|
|
95,446 |
|
|
|
8,091 |
|
|
Amortization
|
|
|
37,256 |
|
|
|
3,180 |
|
|
Impairm ent
|
|
|
293 |
|
|
|
- |
|
|
Variation of inventories
|
|
|
(39,623 |
) |
|
|
- |
|
| |
|
|
3,411,971 |
|
|
|
206,217 |
|
These condensed interim consolidated financial statements for the period ended June 30, 2015, 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 31 december 2015 is 32.63% (30.90% for the six-month period ended June 30, 2014). 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 June 30, 2015, contingencies held by the Group are substantially the same as those existing as of December 31, 2014.
In addition the Group had guarantee commitments with different financial institutions securing transactions in the amount of US 41.8 million and S/ 181.6 million.
For the six months ended June 30, 2015 , the Group has paid dividends to its non-controlling subsidiaries participate by S/.3.8 million ( S/.44.7 million for the same period in 2014) .
Dividends from the year ended December 31, 2014, of S/.0.159 per share totaling S/. 104,910,523 were approved at the General Shareholders’ meeting held on March 27, 2015, and was paid on April 2015.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
|
a)
|
Acquisition of Coasin Instalaciones Limitada.
|
In March 2014, through the subsidiarie CAM Chile S.A., the Group acquired control of Coasin Instalaciones Limitada with the purchase of 100.00% of its equity shares. Coasin is an entity domiciled in Chile, whose main economic activity is the provision of maintenance and installation services and telecommunications equipment..
This acquisition is part of the Group’s plan to increase its presence in markets that present high growth potential as in Chile, and in attractive industries, such as public services.
During the period of twelve months after the acquisition date the Group reassessed the purchase price allocation from the acquisition of Coasin Instalaciones Limitada which was made in March 2014 and reallocated the amount of S/.0.67 million from goodwill (net of tax impact of S/.0.19 million to trade accounts receivable in the amounts of S/.0.86 million. This effect corresponds to the measurement period adjustment of the preliminary fair value assigned to the assets and liabilities acquired.
The Price paid by CAM Chile S.A. for the acquisition of Coasin amounted to US$2.1 million (equivalent to S/.6.4 million) and resulted in the recognition of goodwill for S/.6.4 million at the acquisition date, which is detailed as follows:
| |
|
Previous reported |
|
|
|
|
|
|
Revised |
|
|
|
|
| |
|
|
S/.000 |
|
|
|
US000 |
|
|
S/.000 |
|
|
US000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
3 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1 |
|
|
Trade accounts receivable
|
|
|
4,675 |
|
|
|
1,564 |
|
|
|
3,811 |
|
|
|
1,275 |
|
|
Inventories
|
|
|
276 |
|
|
|
92 |
|
|
|
276 |
|
|
|
92 |
|
|
Prepaid expenses
|
|
|
33 |
|
|
|
11 |
|
|
|
33 |
|
|
|
11 |
|
|
Property, plant and equipment
|
|
|
711 |
|
|
|
238 |
|
|
|
711 |
|
|
|
238 |
|
|
Intangibles
|
|
|
1,377 |
|
|
|
461 |
|
|
|
1,377 |
|
|
|
461 |
|
|
Deferred income tax
|
|
|
(178 |
) |
|
|
(60 |
) |
|
|
16 |
|
|
|
4 |
|
|
Trade accounts payable
|
|
|
(3,592 |
) |
|
|
(1,202 |
) |
|
|
(3,592 |
) |
|
|
(1,202 |
) |
|
Contingent liabilities
|
|
|
(2,658 |
) |
|
|
(889 |
) |
|
|
(2,658 |
) |
|
|
(889 |
) |
|
Fair value of net assets
|
|
|
647 |
|
|
|
216 |
|
|
|
(23 |
) |
|
|
(9 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
5,743 |
|
|
|
1,921 |
|
|
|
6,413 |
|
|
|
2,146 |
|
|
Total paid for acquisition
|
|
|
6,390 |
|
|
|
2,137 |
|
|
|
6,390 |
|
|
|
2,137 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payment for the acquisition
|
|
|
6,390 |
|
|
|
2,137 |
|
|
|
6,390 |
|
|
|
2,137 |
|
|
Cash and cash equivalent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the acquired subsidiary
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
Direct cash outflow from acquisition
|
|
|
6,387 |
|
|
|
2,136 |
|
|
|
6,387 |
|
|
|
2,136 |
|
The income and the profit generated for the period from the acquisition date to June 30, 2014 amounted to S/.27 million and S/.1 million, respectively.
|
b)
|
Acquisition of DSD Construcciones y Montajes S.A. (DSD)
|
In August 2013, through the subsidiaries GyM Minería S.A., Ingeniería y Construcción Vial y Vives S.A. and GyM Chile S.p.A., the Group acquired control of DSD with the purchase of 85.95% of its equity shares. DSD is an entity domiciled in Chile whose main economic activity is the execution of electromechanical works and assemblies in construction projects of oil refineries, pulp and paper, power plants and mining plants.
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
During the period of twelve months after the acquisition date the Group reassessed the purchase price allocation from the acquisition of DSD Construcciones y Montajes S.A. which was made in August, 2013 and reallocated the amount of S/.1.7 million from goodwill (net of tax impact of S/.0.5 million and non-controlling interest of S/.0.3 million) to fixed assets, intangible, trade accounts receivable, other accounts receivable and contingent liabilities in the amounts of S/.0.4 million, S/.1.9 million, S/.0.2 million, S/.3.5 million and S/.3 million respectively. This effect corresponds to the measurement period adjustment of the preliminary fair value assigned to the assets and liabilities acquired.
The price paid by GyM for the acquisition of DSD Construcciones y Montajes S.A. amounted to US$37.2 million (equivalent to S/.103.9 million) and resulted in the recognition of goodwill for S/.6.1 million, at the acquisition date, which is detailed as follows:
| |
|
Previous reported
|
|
|
Revised |
|
| |
|
|
S/.000 |
|
|
US$000 |
|
|
|
S/.000 |
|
|
US$000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
15,530 |
|
|
|
5,562 |
|
|
|
15,530 |
|
|
|
5,562 |
|
|
Trade accounts receivable
|
|
|
74,502 |
|
|
|
26,684 |
|
|
|
74,317 |
|
|
|
26,618 |
|
|
Accounts receivable from related parties
|
|
|
6,605 |
|
|
|
2,366 |
|
|
|
10,083 |
|
|
|
3,611 |
|
|
Prepaid expenses
|
|
|
1,032 |
|
|
|
369 |
|
|
|
1,032 |
|
|
|
369 |
|
|
Investments
|
|
|
2,608 |
|
|
|
935 |
|
|
|
2,608 |
|
|
|
935 |
|
|
Property, plant and equipment
|
|
|
52,504 |
|
|
|
18,805 |
|
|
|
52,922 |
|
|
|
18,955 |
|
|
Intangibles
|
|
|
5,741 |
|
|
|
2,056 |
|
|
|
7,591 |
|
|
|
2,719 |
|
|
Deferred income tax
|
|
|
2,192 |
|
|
|
785 |
|
|
|
2,192 |
|
|
|
785 |
|
|
Trade accounts payable
|
|
|
(5,328 |
) |
|
|
(1,908 |
) |
|
|
(5,328 |
) |
|
|
(1,908 |
) |
|
Other accounts payable
|
|
|
(38,679 |
) |
|
|
(13,854 |
) |
|
|
(38,679 |
) |
|
|
(13,854 |
) |
|
Contingent liabilities
|
|
|
(815 |
) |
|
|
(292 |
) |
|
|
(3,846 |
) |
|
|
(1,378 |
) |
|
Deferred income tax liability
|
|
|
(4,187 |
) |
|
|
(1,500 |
) |
|
|
4,692 |
) |
|
|
(1,681 |
) |
|
Fair value of net assets
|
|
|
111,705 |
|
|
|
40,008 |
|
|
|
113,730 |
|
|
|
40,733 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest (14.05%)
|
|
|
(15,701 |
) |
|
|
(5,624 |
) |
|
|
(15,986 |
) |
|
|
(5,725 |
) |
|
Goodwill
|
|
|
7,868 |
|
|
|
2,802 |
|
|
|
6,128 |
|
|
|
2,178 |
|
|
Total paid for acquisition
|
|
|
103,872 |
|
|
|
37,186 |
|
|
|
103,872 |
|
|
|
37,186 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payment for the acquisition
|
|
|
103,872 |
|
|
|
37,186 |
|
|
|
103,872 |
|
|
|
37,186 |
|
|
Cash and cash equivalent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the acquired subsidiary
|
|
|
(15,530 |
) |
|
|
(5,562 |
) |
|
|
(15,530 |
) |
|
|
(5,562 |
) |
|
Direct cash outflow from acquisition
|
|
|
88,342 |
) |
|
|
31,624 |
) |
|
|
88,342 |
) |
|
|
31,624 |
|
The income and the profit generated for the period from the acquisition date to December 31, 2013 amounted to S/.82.97 million and S/.8.3 million, respectively.
If DSD Construcciones y Montajes S.A. had been consolidated from January 1, 2013, the income and the profit generated would have been S/.182.68 million and S/.10.15 million, respectively
|
c)
|
Acquisition of Morelco S.A.S.
|
In December 23, 2014, through subsidiary GyM S.A. the Company obtained control of Morelco S.A.S. (Morelco) by acquiring 70.00% of its capital shares. Morelco is an entity domiciled in Colombia that is mainly engaged in providing construction and assembly services. This acquisition is part of the Group’s plan to increase its presence in markets that present high growth potential as in Colombia, and in attractive industries, such as mining and energy.
The acquisition value of the investment in Morelco amounted to US$82.3 million (equivalent to S/.244.8 million) which is comprised of cash payments of US$78.5 million (equivalent to S/.231.5 million), a balance payable of US$9.1 million (equivalent to S/.27.1 million), and resulted in the recognition of goodwill for US$29.9 million (equivalent to S/.87.2 million) at the acquisition date.
The following tables summarize the consideration paid for Morelco and the provisional determination of fair value of assets acquired, liabilities assumed and the non-controlling interest at the acquisition date:
(All amounts are expressed in thousands of S/. unless otherwise stated)
UNAUDITED
| |
|
Previous reported |
|
|
Revised |
|
| |
|
|
S/.000 |
|
|
US$000 |
|
|
|
S/.000 |
|
|
US$000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
69,930 |
|
|
|
23,514 |
|
|
|
69,930 |
|
|
|
23,514 |
|
|
Trade receivables
|
|
|
92,138 |
|
|
|
30,981 |
|
|
|
92,138 |
|
|
|
30,981 |
|
|
Outstanding work account
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in progress – receivables from clients
|
|
|
101,533 |
|
|
|
34,140 |
|
|
|
101,533 |
|
|
|
34,140 |
|
|
Other receivables
|
|
|
63,949 |
|
|
|
21,503 |
|
|
|
63,949 |
|
|
|
21,503 |
|
|
Inventories
|
|
|
18,037 |
|
|
|
6,065 |
|
|
|
18,037 |
|
|
|
6,065 |
|
|
Prepaid expenses
|
|
|
2,133 |
|
|
|
717 |
|
|
|
2,133 |
|
|
|
717 |
|
|
Investments held for sale
|
|
|
7,291 |
|
|
|
2,452 |
|
|
|
7,291 |
|
|
|
2,452 |
|
|
Property, plant and equipment
|
|
|
70,756 |
|
|
|
23,792 |
|
|
|
70,756 |
|
|
|
23,792 |
|
|
Intangibles
|
|
|
64,491 |
|
|
|
21,685 |
|
|
|
64,491 |
|
|
|
21,685 |
|
|
Deferred income tax assets
|
|
|
8,031 |
|
|
|
2,700 |
|
|
|
8,031 |
|
|
|
2,700 |
|
|
Short-term borrowings
|
|
|
(31,204 |
) |
|
|
(10,492 |
) |
|
|
(31,204 |
) |
|
|
(10,492 |
) |
|
Long-term borrowings
|
|
|
(9,315 |
) |
|
|
(3,132 |
) |
|
|
(9,315 |
) |
|
|
(3,132 |
) |
|
Trade accounts payables
|
|
|
(103,739 |
) |
|
|
(34,882 |
) |
|
|
(103,739 |
) |
|
|
(34,882 |
) |
|
Other accounts payables
|
|
|
(87,863 |
) |
|
|
(29,544 |
) |
|
|
(87,863 |
) |
|
|
(29,544 |
) |
|
Contingent liabilities
|
|
|
(17,533 |
) |
|
|
(5,895 |
) |
|
|
(17,533 |
) |
|
|
(5,895 |
) |
|
Deferred income tax liability
|
|
|
(3,801 |
) |
|
|
(1,278 |
) |
|
|
(3,801 |
) |
|
|
(1,278 |
) |
|
Fair value of net assets (provisional)
|
|
|
244,834 |
|
|
|
82,326 |
|
|
|
244,834 |
|
|
|
82,326 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest (30.00%)
|
|
|
(73,450 |
) |
|
|
(24,697 |
) |
|
|
(73,450 |
) |
|
|
(24,697 |
) |
|
Goodwill (Note 17)
|
|
|
105,764 |
|
|
|
36,118 |
|
|
|
87,208 |
|
|
|
29,911 |
|
|
Initial purchase consideration
|
|
|
277,148 |
|
|
|
93,747 |
|
|
|
258,592 |
|
|
|
87,540 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payment for acquisition
|
|
|
231,464 |
|
|
|
78,462 |
|
|
|
231,464 |
|
|
|
78,462 |
|
|
Cash and cash equivalents of the acquired subsidiary
|
|
|
(69,930 |
) |
|
|
(23,514 |
) |
|
|
(69,930 |
) |
|
|
(23,514 |
) |
|
Direct cash outflow during the year for the acquisition
|
|
|
161,534 |
|
|
|
54,948 |
|
|
|
161,534 |
|
|
|
54,948 |
|
Final product Price Adjustment Agreement, GyM SA maintains an estimated payable associated with purchases of US$10.8 million (equivalent to S/.32.4 million) to be repaid by distributing a special dividend of Morelco to the seller, balance likewise recognized a receivable for GYM by revenue backlog of US$1.7 million (equivalent to S/.5.3 million) to be repaid by freeing up resources account Alianza Fiduciaria SA.
|
20
|
EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION
|
To date, the subsidiary Norvial S.A. there has been a bond program amounting to S/.380 million, which will be placed in the Peruvian capital market that will finance the construction of the second stage of the "Ancon - Huacho Pativilca" road. With this issuance will be canceled loans acquired with the Credit Bank during 2014.
On June 25, 2015, the Company subscribed an investment agreement with Adexus S.A., whereby it will acquire 44% of the share capital of this company through a contribution of capital of approximately US$ 15million. Additionally, the agreement establishes that in a second stage the company may acquire a majority stake in Adexus through the integration of businesses of Adexus and GMD, subject to the compliance of certain conditions.
Adexus is a leading Chilean company in the development and implementation of solutions for information technology, with the ability to integrate technological systems of high added value, with 25 years of experience regionally, in Chile, Perú and Ecuador.
- 25 -