6-K 1 a52259613.htm GRANA Y MONTERO S.A.A. 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August 2020

 Commission File Number 001-35991

GRAÑA Y MONTERO S.A.A.
(Exact name of registrant as specified in its charter)
 
N/A
(Translation of registrant’s name into English)
 
Republic of Peru
(Jurisdiction of incorporation or organization)
 
Avenida Paseo de la República 4667, Lima 34,
Surquillo, Lima
Peru
(Address of principal executive offices)
 


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F ___X____ Form 40-F _______
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes _______ No ___X____
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.



August 3, 2020


Sincerely yours,


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRAÑA Y MONTERO S.A.A.

By: /s/ LUIS FRANCISCO DIAZ OLIVERO
Name: Luis Francisco Diaz Olivero
Title: Chief Executive Officer
Date: August 3, 2020










GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES



CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT
DECEMBER 31, 2019 (AUDITED) AND JUNE 30 2020 (UNAUDITED)








GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES


CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2019 (AUDITED) AND JUNE 30, 2020 (UNAUDITED)



CONTENTS
Page

 
Consolidated Statement of Financial Position
1
   
Consolidated Statement of Income
2
   
Consolidated Statement of Comprehensive Income
3
   
Consolidated Statement of Changes in Equity
4
   
Consolidated Statement of Cash Flows
5
   
Notes to the Consolidated Financial Statements
6 - 37


S/
=
Peruvian Sol
US$
=
United States dollar



GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
                         
                                 
                                 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                         
(All amounts are expressed in thousands of S/ unless otherwise stated)
                         
                                 
ASSETS
               
LIABILITIES AND EQUITY
             
     
As at
   
As at
         
As at
   
As at
 
     
December 31,
   
June 30,
         
December 31,
   
June 30,
 
 
Note
 
2019
   
2020
     
Note
 
2019
   
2020
 
                                 
Current assets
               
Current liabilities
             
Cash and cash equivalents
8
   
948,978
     
946,311
   
Borrowings
15
   
454,260
     
359,809
 
Trade accounts receivables, net
9
   
821,737
     
466,137
   
Bonds
16
   
44,737
     
55,253
 
Work in progress, net
10
   
49,457
     
106,535
   
Trade accounts payable
17
   
1,136,121
     
970,602
 
Accounts receivable from related parties
11
   
36,658
     
42,250
   
Accounts payable to related parties
11
   
38,916
     
52,323
 
Other accounts receivable
12
   
444,500
     
428,135
   
Current income tax
     
47,999
     
28,018
 
Inventories, net
     
552,573
     
614,411
   
Other accounts payable
18
   
635,305
     
740,834
 
Prepaid expenses
     
11,348
     
18,910
   
Provisions
19
   
113,483
     
111,320
 
       
2,865,251
     
2,622,689
   
Total current liabilities
     
2,470,821
     
2,318,159
 
                                         
Non-current assets as held for sale
     
205,418
     
172,424
   
Non-current liabilities as held for sale
     
210,025
     
173,086
 
                                         
Total current assets
     
3,070,669
     
2,795,113
   
Total current liabilities
     
2,680,846
     
2,491,245
 
                                         
Non-current assets
                   
Non-current liabilities
                 
Trade accounts receivable, net
9
   
753,202
     
765,103
   
Borrowings
15
   
344,806
     
415,825
 
Work in progress, net
10
   
23,117
     
36,781
   
Bonds
16
   
879,305
     
889,296
 
Accounts receivable from related parties
11
   
574,723
     
603,110
   
Trade accounts payable
17
   
-
     
1,667
 
Prepaid expenses
     
27,934
     
27,436
   
Other accounts payable
18
   
273,101
     
251,437
 
Other accounts receivable
12
   
272,541
     
280,526
   
Accounts payable to related parties
11
   
22,583
     
23,006
 
Investments in associates and joint ventures
13
   
37,035
     
38,544
   
Provisions
19
   
214,952
     
227,069
 
Investment property
     
28,326
     
27,040
   
Derivative financial instruments
     
52
     
-
 
Property, plant and equipment, net
14
   
443,870
     
408,390
   
Deferred income tax liability
     
112,734
     
97,802
 
Intangible assets, net
14
   
853,315
     
813,749
   
Total non-current liabilities
     
1,847,533
     
1,906,102
 
Right-of-use assets, net
14
   
78,813
     
66,617
   
Total liabilities
     
4,528,379
     
4,397,347
 
Deferred income tax asset
     
240,919
     
253,043
                       
Total non-current assets
     
3,333,795
     
3,320,339
   
Equity
                 
                     
Capital
20
   
871,918
     
871,918
 
                     
Legal reserve
     
132,011
     
132,011
 
                     
Voluntary reserve
     
29,974
     
29,974
 
                     
Share Premium
     
1,132,179
     
1,132,179
 
                     
Other reserves
     
(177,506
)
   
(188,502
 
                     
Retained earnings
     
(510,766
)
   
(580,561
 
                     
Equity attributable to controlling interest in the Company
     
1,477,810
     
1,397,019
 
                     
Non-controlling interest
     
398,275
     
321,086
 
                     
Total equity
     
1,876,085
     
1,718,105
 
Total assets
     
6,404,464
     
6,115,452
   
Total liabilities and equity
     
6,404,464
     
6,115,452
 

The accompanying notes on pages 6 to 38 are an integral part of the consolidated financial statements.

- 1 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
               
                 
                 
CONSOLIDATED STATEMENT OF INCOME
               
(All amounts are expressed in thousands of S/ unless otherwise stated)
           
                 
       
For the period
 
       
ended June 30,
 
   
Note
 
2019
   
2020
 
                 
                 
Revenues from construction activities
       
927,841
     
803,701
 
Revenues from services provided
       
482,089
     
425,749
 
Revenue from real estate and sale of goods
       
219,052
     
135,577
 
         
1,628,982
     
1,365,027
 
                     
Cost of construction activities
       
(859,651
)
   
(784,176
)
Cost of services provided
       
(374,206
)
   
(379,278
)
Cost of real estate and  sale of goods
       
(168,788
)
   
(107,870
)
   
21
   
(1,402,645
)
   
(1,271,324
)
Gross profit
       
226,337
     
93,703
 
                     
Administrative expenses
 
21
   
(94,840
)
   
(72,275
)
Other income and expenses
 
22
   
46,183
     
(8,116
)
Operating profit
       
177,680
     
13,312
 
                     
Financial expenses
       
(117,720
)
   
(74,208
)
Financial income
       
44,389
     
6,650
 
Share of the profit or loss of associates and joint ventures accounted for using the equity method
 
13
   
(1,757
)
   
1,519
 
Profit (loss) before income tax
       
102,592
     
(52,727
)
Income tax expense
       
(54,804
)
   
(8,983
)
Profit (loss) from continuing operations
       
47,788
     
(61,710
)
                     
Loss from discontinued operations
       
(11,925
)
   
(8,916
)
Profit (loss) for the period
       
35,863
     
(70,626
)
                     
Profit (loss) attributable to:
                   
Owners of the Company
       
27,040
     
(69,795
)
Non-controlling interest
       
8,823
     
(831
)
         
35,863
     
(70,626
)
                     
                     
Earnings (loss) per share attributable to owners of the
                   
Company during the period
 
26
   
0.035
     
(0.080
)
Earnings (loss) per share from continuing operations
                   
attributable to owners of the Company during the period
 
26
   
0.057
     
(0.070
)

The accompanying notes on pages 6 to 38 are an integral part of the consolidated financial statements.

- 2 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
           
             
             
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
           
(All amounts are expressed in thousands of S/ unless otherwise stated)
           
             
   
For the period
 
   
ended June 30,
 
   
2019
   
2020
 
             
             
Profit (loss) for the period
   
35,863
     
(70,626
)
Other comprehensive income:
               
                 
Items that may be subsequently  reclassified to profit or loss
               
Cash flow hedge, net of tax
   
(32
)
   
(67
)
Foreign currency translation adjustment, net of tax
   
(4,694
)
   
(15,238
)
Exchange difference from net investment in a foreign operation, net of tax
   
(13
)
   
(127
)
Other comprehensive income for the period, net of tax
   
(4,739
)
   
(15,432
)
Total comprehensive income for the period
   
31,124
     
(86,058
)
                 
Comprehensive income attributable to:
               
Owners of  the Company
   
25,033
     
(80,791
)
Non-controlling interest
   
6,091
     
(5,267
)
     
31,124
     
(86,058
)
                 
Comprehensive income for the period attributable to owners of the Company:
               
Continuing operations
   
36,451
     
(71,450
)
Discontinued operations
   
(11,418
)
   
(9,341
)
     
25,033
     
(80,791
)

The accompanying notes on pages 6 to 38 are an integral part of the consolidated financial statements.

- 3 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
                                                       
                                                             
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                       
FOR THE PERIOD ENDED JUNE 30, 2019 AND 2020
                                                       
(All amounts are expressed in thousands of S/ unless otherwise stated)
                                                 
   
Attributable to the controlling interests of the Company
             
   
Number
                                                       
   
of shares
         
Legal
   
Voluntary
   
Share
   
Other
   
Retained
         
Non-controlling
       
   
In thousands
   
Capital
   
reserve
   
reserve
   
premium
   
reserves
   
earnings
   
Total
   
interest
   
Total
 
                                                             
                                                             
Balances as of January 1, 2019
   
729,434
     
729,434
     
132,011
     
29,974
     
992,144
     
(170,620
)
   
375,417
     
2,088,360
     
401,571
     
2,489,931
 
                                                                                 
Profit for the period
   
-
     
-
     
-
     
-
     
-
     
-
     
27,040
     
27,040
     
8,823
     
35,863
 
Cash flow hedge
   
-
     
-
     
-
     
-
     
-
     
(30
)
   
-
     
(30
)
   
(2
)
   
(32
)
Foreign currency translation adjustment
   
-
     
-
     
-
     
-
     
-
     
(1,964
)
   
-
     
(1,964
)
   
(2,730
)
   
(4,694
)
Exchange difference from net investment in a foreign operation
   
-
     
-
     
-
     
-
     
-
     
(13
)
   
-
     
(13
)
   
-
     
(13
)
Comprehensive income of the period
   
-
     
-
     
-
     
-
     
-
     
(2,007
)
   
27,040
     
25,033
     
6,091
     
31,124
 
Transactions with shareholders:
                                                                               
- Dividend distribution
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(3,722
)
   
(3,722
)
- Contributions (devolution) of non-controlling shareholders, net
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(17,790
)
   
(17,790
)
- Capital Increase
   
142,484
     
142,484
     
-
     
-
     
138,907
     
-
     
-
     
281,391
     
-
     
281,391
 
- Others
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(62
)
   
(62
)
Total transactions with shareholders
   
142,484
     
142,484
     
-
     
-
     
138,907
     
-
     
-
     
281,391
     
(21,574
)
   
259,817
 
Balances as of June 30, 2019
   
871,918
     
871,918
     
132,011
     
29,974
     
1,131,051
     
(172,627
)
   
402,457
     
2,394,784
     
386,088
     
2,780,872
 
                                                                                 
Balances as of January 1, 2020
   
871,918
     
871,918
     
132,011
     
29,974
     
1,132,179
     
(177,506
)
   
(510,766
)
   
1,477,810
     
398,275
     
1,876,085
 
                                                                                 
Loss for the period
   
-
     
-
     
-
     
-
     
-
     
-
     
(69,795
)
   
(69,795
)
   
(831
)
   
(70,626
)
Cash flow hedge
   
-
     
-
     
-
     
-
     
-
     
(64
)
   
-
     
(64
)
   
(3
)
   
(67
)
Foreign currency translation adjustment
   
-
     
-
     
-
     
-
     
-
     
(10,806
)
   
-
     
(10,806
)
   
(4,432
)
   
(15,238
)
Exchange difference from net investment in a foreign operation
   
-
     
-
     
-
     
-
     
-
     
(126
)
   
-
     
(126
)
   
(1
)
   
(127
)
Comprehensive income of the period
   
-
     
-
     
-
     
-
     
-
     
(10,996
)
   
(69,795
)
   
(80,791
)
   
(5,267
)
   
(86,058
)
Transactions with shareholders:
                                                                               
- Dividend distribution
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(61,684
)
   
(61,684
)
- Contributions (devolution) of non-controlling shareholders, net
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(10,238
)
   
(10,238
)
Total transactions with shareholders
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(71,922
)
   
(71,922
)
Balances as of June 30, 2020
   
871,918
     
871,918
     
132,011
     
29,974
     
1,132,179
     
(188,502
)
   
(580,561
)
   
1,397,019
     
321,086
     
1,718,105
 

The accompanying notes on pages 6 to 38 are an integral part of the consolidated financial statements.

- 4 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
               
                 
                 
CONSOLIDATED STATEMENT OF CASH FLOWS
               
(All amounts are expressed in thousands of S/ unless otherwise stated)
       
                 
       
For the period
 
       
ended June 30,
 
   
Note
 
2019
   
2020
 
                 
OPERATING ACTIVITIES
               
Profit (loss) before income tax
       
90,667
     
(61,643
)
Adjustments to  profit not affecting cash flows from
                   
operating activities:
                   
Depreciation
 
21
   
37,964
     
47,756
 
Amortization
 
21
   
49,644
     
50,160
 
Impairment of accounts receivable and other accounts receivable
       
347
     
1,654
 
Reversal of impairment of inventories
       
(1,323
)
   
(1,071
)
Debt condonation
       
-
     
(183
)
Impairment (reversal) of property, plant and equipment
       
10,363
     
(258
)
Impairment of intangible assets
       
3,257
     
-
 
Change in the fair value of the liability for put option
       
-
     
636
 
Other provisions
       
9,365
     
13,890
 
Financial expense,net
       
64,573
     
116,612
 
Impairment of work in progress
       
-
     
13,487
 
Share of the profit and loss of associates and joint ventures accounted for using the equity method
 
13
   
1,757
     
(1,519
)
Reversal of provisions
       
(1,547
)
   
(7,420
)
Disposal (reversal) of assets
       
332
     
704
 
Profit on sale of property, plant and equipment
       
(1,382
)
   
(186
)
Profit on remeasurement of accounts receivable
       
(23,693
)
   
(1,379
)
Net variations in assets and liabilities:
                   
Trade accounts receivable and working in progress
       
300,374
     
317,970
 
Other accounts receivable
       
6,715
     
42,266
 
Other accounts receivable from related parties
       
8,390
     
(61,254
)
Inventories
       
(77,284
)
   
(48,683
)
Pre-paid expenses and other assets
       
(15,988
)
   
(7,064
)
Trade accounts payable
       
65,354
     
(174,737
)
Other accounts payable
       
(44,254
)
   
98,638
 
Other accounts payable to related parties
       
9,962
     
16,032
 
Other provisions
       
(250
)
   
(1,525
)
Interest payment
       
(80,472
)
   
(68,666
)
Payments for purchases of intangibles - Concessions
       
(9,385
)
   
(855
)
Payment of income tax
       
(35,535
)
   
(63,648
)
Net cash provided by operating activities
       
367,951
     
219,714
 
                     
INVESTING ACTIVITIES
                   
Sale of property, plant and equipment
       
5,297
     
6,710
 
Interest received
       
15,084
     
2,433
 
Dividends received
       
332
     
-
 
Payment for purchase of investments properties
       
(35
)
   
(20
)
Payments for intangible purchase
       
(65,798
)
   
(37,981
)
Payments for property, plant and equipment purchase
       
(27,359
)
   
(18,842
)
Net cash applied to investing activities
       
(72,479
)
   
(47,700
)
                     
FINANCING ACTIVITIES
                   
Loans received
       
247,206
     
59,566
 
Amortization of loans received
       
(787,967
)
   
(136,179
)
Amortization of bonds issued
       
(14,843
)
   
(16,745
)
Dividends paid to non-controlling interest
       
(3,721
)
   
(54,270
)
Cash received (return of contributions) from non-controlling shareholders
       
(17,790
)
   
(10,238
)
Capital increase
       
281,391
     
-
 
Net cash applied to financing activities
       
(295,724
)
   
(157,866
)
Net increase in cash
       
(252
)
   
14,148
 
Exchange difference
       
(9,027
)
   
(16,815
)
Cash and cash equivalents at the beginning of the period
       
801,021
     
948,978
 
Cash and cash equivalents at the end of the period
 
8
   
791,742
     
946,311
 
                     
NON-CASH TRANSACTIONS:
                   
Capitalization of interests
       
3,525
     
2,815
 
Acquisition of assets through finance leases
       
3,038
     
32
 
Dividends declared to non-controlling interest
       
-
     
7,414
 
Acquisition of right-of-use assets
       
-
     
7,979
 
Acquisition of subsidiary debt
       
-
     
17,440
 
Acquisition of supplier bonds
       
-
     
25,871
 

The accompanying notes on pages 6 to 38 are an integral part of the consolidated financial statements.

- 5 -


GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
 
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2019 (AUDITED) AND JUNE 30, 2020 (UNAUDITED)


1.
 GENERAL INFORMATION

a) Incorporation and operations

Graña y Montero S.A.A. (hereinafter the “Company”) is the parent Company of the Graña y Montero Group that includes the Company and its subsidiaries (hereinafter, the “Group”) and is mainly engaged in holding investments in Group companies. Additionally, the Company provides services of strategic and functional advice and office leases 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. See details of operating segments in Note 7.

b) Authorization for the issue of the financial statements

The condensed interim consolidated financial statements for the period ended June 30, 2020 were authorized preliminary by Management and Board of Directors on August 3, 2020.

The consolidated financial statements for the year ended December 31, 2019 were approved on the Annual General Mandatory Shareholder’s Meeting on July 13, 2020.

c) The Impact of the Ongoing Novel Coronavirus (COVID-19)

The ongoing COVID-19 pandemic and government measures to contain the spread of the virus are disrupting economic activity, and consequently adversely affecting our business, results of operations and financial condition. As conditions remain highly uncertain and changing rapidly, it is difficult to predict the full extent of the impact of the pandemic. If conditions persist, however, it is likely that the pandemic and the related government measures will have a material adverse effect on the Company.

Countries around the world—including Peru as well as Chile and Colombia—have adopted extraordinary measures to contain the spread of COVID-19, including imposing travel restrictions, requiring closures of non-essential businesses, establishing restrictions on public gatherings, instructing residents to practice social distancing, issuing stay-at-home orders, implementing quarantines and similar actions.

The COVID-19 pandemic and the related government measures have significantly increased economic uncertainty and are likely to cause a global recession. According to recent projections from the International Monetary Fund, during 2020, the global economy is expected to contract by 3.0%, with Latin America expected to contract 7.2% and Peru, Chile and Colombia, in particular, expected to contract 12%, 4.3% and 4.9%, respectively. Moreover, the impact of the pandemic on economic activity has been sudden and severe, and we cannot predict the extent to which the economies in the countries where we operate will ultimately be impacted.

- 6 -


Since mid-March, substantially all of our engineering and construction and real estate projects were mandatorily shut down. By the end of the second quarter, a large number of projects have resumnd their operations with COVID-19 protocols, but nothing can guarantee their continuity or the time to recover to construction level existing prior to the start of the pandemic. Our infrastructure operations, which have for the most part been declared essential businesses, have continued to operate; however, certain of our infrastructure businesses have been adversely affected, in particular, by the sharp decline in traffic volumes and oil and gas prices (also due to the dispute in March among OPEC member countries).

Regarding the extent of the COVID-19 pandemic and its impact on the industries in which we operate, the full extent to which COVID-19 will impact our business, results of operations and financial condition is currently under evaluation. We believe that the severity of the impact on the Company will depend, to a large extent, on how long the crisis continues as the total impact and duration of the COVID-19 outbreak continues to evolve as of the date of this quarterly report.

The Company is taking significant measures to mitigate the impact of the crisis on the Group. Among other measures, we are prioritizing the health and safety of our employees, as well as the medium-term sustainability of their employment. Certain actions we are taking include: the design and implementation of protocols to return to project sites, the creation of new office layouts to be compliant with social distancing guidelines, the development of telecommuting schemes, and other major cost-saving initiatives in operation and in support offices.

d) Current situation of the Company

As a result of decisions of a previous administration, the Group is involved in a series of criminal investigations and administrative procedures conducted by the Public Ministry that are based on events that occurred between 2004 and 2015. Such situations led to organizational changes at Group´s corporate governance structure, the initiation of independent investigations and the adoption of measures to address and clarify such situations, as explained below:

 
  ●
On January 9, 2017, the Board of Directors approved the performance of an independent investigation related to six projects developed in association with companies of the Odebrecht Group.
 
 
 
 
  ●
On March 30, 2017, the Board of Directors created a Risk, Compliance and Sustainability Committee, who was in charge of the oversight of the investigation independently of Management. The external investigation was performed by the law firm Simpson Thacher & Bartlett LLP, with the assistance of forensic accountants, who reported exclusively to the Risk, Compliance and Sustainability Committee.
 
 
 
 
  ●
The external investigation concluded on November 2, 2017 and identified no evidence to conclude that any company personnel engaged in bribery in connection with any of our Company’s public projects in Peru with Odebrecht or its subsidiaries, or that any Company personnel was aware of, or knowingly participated in, any corrupt payments made in relation to such projects.
 
 
 
 
  ●
Subsequently, in August 2019, José Graña Miró Quesada, a shareholder and the former chairman of our Company, indicated in public statements to the media that he and Hernando Graña Acuña, a shareholder and former board member of our Company, had initiated a process of plea bargaining to cooperate with Peruvian prosecutors in respect of multiple projects in which our Company participated with Odebrecht and in respect of the alleged “Construction Club”. Due to the confidential nature of the plea bargain process, the reported information is limited and difficult to verify. Any admission or other evidence of wrongdoing would be inconsistent with information gathered during the internal investigation and would have a material impact on the findings of the prior internal investigation.
  
- 7 -


    ●
As new information about the various Peruvian criminal investigations of the Company emerged, and news that the Company’s former chairman and director were plea bargaining with Peruvian authorities, the Company's Board of Directors continued to investigate the allegations that were the subject of the investigations, including matters relating to the “Construction Club”, which was beyond the scope of the internal investigation conducted by Simpson Thacher & Bartlett LLP. After an extensive and detailed review process, the Company shared information relevant to the investigations with the Peruvian authorities within the framework of a plea bargain process.
     
    ● As a result of its contribution to the investigations, on December 27, 2019, the Company signed a preliminary settlement and cooperation agreement whereby the Anti-Corruption Prosecutor and the Ad hoc Prosecutor's Office promise to execute a final plea bargain agreement with the Company that would provide the Company with certainty regarding the contingencies it faces as a result of the above-mentioned processes. Additionally, in the aforementioned preliminary agreement, the Anti-Corruption Prosecutor and the Ad Hoc Attorney General's Office authorize the Company to disclose its existence but maintain its content confidential.
 
At the same time, over the last three years, the new administration together with the new board initiated a transformation process based on the principles of Truth, Transparency and Integrity, making profound changes in the organization of the Company, such as the reconfiguration of the Board of Directors with an independent majority, new shareholding composition, as well as the creation of new governance practices, such as the Corporate Risk Management and autonomous Compliance function, with direct report to the Board of Directors, among other actions.

Criminal investigations derived from projects developed in partnership with companies of the Odebrecht group

In connection with the Lava Jato case, the Company participated directly or through its subsidiaries as minority partner in certain entities that developed six infrastructure projects in Peru with companies belonging to the Odebrecht group (hereinafter Odebrecht).

In 2016, Odebrecht entered into a Plea Agreement with the authorities of the United States Department of Justice and the Office of the District Attorney for the Eastern District of New York by which it admitted corruption acts in connection with some of these projects in which the Company participate as minority partner.

    ● IIRSA Sur

   
In relation to investigations on IIRSA Sur, the former Chairman of the Board of Directors was included as a subject of an investigation for collusion, and a former director and a former executive was included as a subject of an investigation for money laundering. Subsequently, Graña y Montero S.A.A. and GyM S.A.  have been included as third-party civilians responsible in the process, which means that it will be assessed whether the obligation to indemnify Governement for damages resulting from the facts under investigation will be imposed on these entities.

- 8 -


    ● Electric Train construction project

    The first Preparatory Investigation Court of the Judiciary decided to incorporate GyM S.A. as civil third-party responsible in the process related to the construction of the Electric train construction Project, tranches 1 and 2. In this investigation the former Chairman of the Board, a former director and a former manager have been charged.

    ● Gasoducto Sur Peruano (GSP)

    In 2019, the Company concluded that it may have exposure with respect to the preliminary investigation process conducted in relation to GSP (the South Peruvian Gas Pipeline project), even though as of the date hereof, it has not been indicted or incorporated as a civilly liable third-party, although the former Chairman of the Board of Directors and a former director are seeking plea bargain agreements in relation to this process, among others.

Criminal investigations in conection to the Construction Club case

GyM S.A. has been incorporated, along with other construction companies, in the criminal investigation that the Public Ministry has been carrying out for the alleged crime of corruption of officials in relation to the so-called Construction Club. Similarly, at the end of February 2020, the Public Ministry has requested the incorporation of Concar S.A., the latter is pending judicial decision. Like officials of other construction companies, a former commercial manager of GyM S.A., the former president of the Board of Directors, a former director and the former Corporate General Manager of the Company have been included in the criminal investigation.

Anticorruption Law - effects on the Group

Law 30737 and its regulation issued by Supreme Decree 096-2018-EF have mitigated the Company and subsidiaries exposure to the corruption cases. These rules set clear guidelines to estimate the potential compensation reducing the uncertainty derived from the legal proceedings, by among other things, preventing the imposition of liens or attachments of assets that would impair its ability to operate.

The benefits of the mentioned rules are subject to the fulfillment of the following obligations:

  a.
The obligation to set up a trust that will guarantee any eventual payment obligation of an eventual civil compensation in favor of the Peruvian Government;
  b.
The obligation not to transfer funds abroad without the prior consent of the Ministry of Justice;
  c.
The implementation of a compliance program; and
  d.
The obligation to disclose information to the authorities and to collaborate in the investigation.

The Group has designed a compliance program which is currently under implementation, it fully cooperates with the authorities in its investigations and has executed a trust agreement with the Ministry of Justice, under which the Company has established for an approximate amount of S/80 million (equivalent to US$24 million).

On the other hand, based on the standards indicated and their guidelines, Management has estimated that the value of the civil damages for the cases described above is S/280 million (US$83.6 million)  and has registered as of June 30, 2020 S/154.5 million (equivalent to US$46.1 million) as net present value.

On the other hand, in cases where a provision for civil reparation has been registered, there are two projects carried out in partnership with Odebrecht that to date are not under investigation. If this is started and some evidence is found, the maximum possible exposure for civil reparation estimated according to Law 30737 for both projects would be S/52.7 million (approximately US$15.7 million).

- 9 -


However, the Company, through its external legal advisors, continues to conduct an ongoing evaluation of the information related to the criminal investigations described in this note in order to keep its defense prepared in the event any new charges may arise during those investigations. In conducting the aforementioned evaluation, the Company does not rule out the possibility of finding new incriminating evidence that is not known to date.

Investigations and administrative process initiated by INDECOPI in conection to the Construction Club case

On July 11, 2017, the Peruvian National Institute for the Defense of Free Competition and the Protection of Intellectual Property (“INDECOPI”) initiated an investigation against several construction companies, including GyM S.A., about the existence of an alleged cartel called the Construction Club. Throughout the investigation, GyM S.A. has provided to INDECOPI with all the information requested and continues collaborating with the ongoing investigation.

On February 11, 2020, GyM S.A. was notified by the Technical Secretariat of the Commission for the Defense of Free Competition (“INDECOPI”) with the resolution that begins a sanctioning administrative procedure involving a total of 35 companies and 28 natural persons, for  alleged anticompetitive conduct in the market of Public Works. The resolution does not include the assignment of responsibilities or the result of the administrative disciplinary procedure, which will be determined at the end of the said procedure. The procedure is in a probatory stage, therefore, INDECOPI has not carried out actions in order to quantifying the possible penalties that could result.

2.
 IMPACT OF THE COVID-19 PANDEMIC

The recent outbreak of the Novel Coronavirus 2019 (COVID-19) pandemic, which has been declared by the World Health Organization to be a “public health emergency of international concern”, has spread across the world since the end of 2019. In response to the decline in economic activity, the governments of Perú, Chile and Colombia have announced large stimulus programs to assist families and businesses.

As a result of the outbreak, the Group’s results of operations, financial positions and cash flows have been adversely affected as of the date of this report with potential impacts on subsequent periods, including but not limited to the significant decline in revenue and significant operating cash flow. The impacts may also include additional allowance for doubtful accounts and impairment to the Group’s long-term assets. Because of the significant uncertainties surrounding the COVID-19, the exact financial impact is unpredictable and will depend on future developments, including new information which may emerge concerning the duration of the lockdown, the actions taken by authorities and other entities to contain the COVID-19 outbreak, among others, all of which are beyond the Group’s control.

From the analysis made the different business of the Group have been impacted as follows:

    1)
In the engineering and construction business we estimated figures revised 2020, considering a conservative scenario in which no new contracts are awarded in the rest of the year, therefore revenues for the year will be equivalent to the remaining backlog.   However, revenues could be increased as a result of negotiations on going with our clients regarding higher costs due to stoppages and new operating standards due to the COVID-19 situation.  At the end of the second quarter, the backlog has increased as a consequence of the aforementioned points.

- 10 -


    2) In the real estate business the shut down of projects has impacted the delivery of real estate units during the year, which impacts the revenues and results of the year.
     
    3) The infrastructure businesses continue operating because they were declared essential services.  However, there were some impacts on the different businesses:

 
a. Line 1 of the Metro operates with less passengers but revenues are not impacted due to the fact that revenues don’t depend on traffic but on the amount of kms travelled by each train.
 
b.
Oil and gas business has been impacted by the reduction of the oil Price to levels below the estimations considered for 2020.  In response to the sanitary crisis, Lots III and IV are in force majeure and due to this situation, further investments on new wells have been cancelled and suppliers obligations are being renegotiated as well as a new schedule for investment commitments are under review. 
 
c.
The sanitary emergency situation caused an impact on Norvial S.A. revenues and on the results of 2020 as a result of traffic reduction. However, the level of traffic carried has been gradually recovered.  In addition, in May the Republic Congress approved a law in order suspending the collection of toll, a measure that was in effect from May 9 to June 30, 2020. The Concession Contract clause 9.9, about operator contract guarantee, establishes Grantor’s obligation to recognize and pay the Concessionaire the corresponding rate difference in the event that any public entity does not allow the Concessionaire to collect the rate in accordance to the Concession Contract.  The estimate compensation in application of the aforementioned clause will be claimed to the Government.
 
d.
In the case of the other two road concessions, Survial S.A. and Concesion Canchaque S.A., the suspension in the collection of tolls will not impact the results of the year because the revenues do not depend on traffic.

In general terms, we have not been affected by interruptions in the supply chain of personnel, services or materials, and despite the shut down of some of our projects, we do not estimate penalties or breach of our agreements.

The most important goodwill of the Group are the result of acquisitions in Colombia and Chile. Considering that in both countries the impacts of the pandemic did not lead to major projects shut downs, our estimates of the value of the goodwill have not been affected. Based on our interim impairment assessment as of June 30, 2020, we have determined that our goodwill is not impaired.  However, we are unable to predict how long this conditions will persist, what additional measures may be introduced by governments or clients or what effect any such additional measures may have on our business.

On the liquidity side, the Group has implemented a plan that includes several measures to reduce expenses and preserve cash in response to the ongoing COVID-19 pandemic, including the following: (i) developing a twelve-week cash plan, project-by-project, to ensure that Group subsidiaries will continue to meet its critical obligations during that period, which plan is monitored and updated weekly; (ii) preparing a cash plan for the remainder of the 2020 fiscal year, to identify in advance key liquidity issues that may arise; (iii) identifying and renegotiating certain of the Group’s subsidiaries obligations with respect to suppliers, banks and other third parties; (iv) identifying and reducing non-essential general expenses across the Group; (v) reducing headcount, and temporarily reducing salaries of senior management and Directors’ allowances, across the Group’s three segments; and (vi) reducing capital expenditures across the Group’s subsidiaries. In addition, the Group is evaluating the selling of non-strategic minor assets to finance any cash flow deficit during the year. This plan was approved by the Board of Directors on April and May 2020. The Group will continue to closely monitor the impacts of COVID-19 through the course of the year 2020. Therefore, the accompanying financial statements have been prepared assuming that the Group and subsidiaries will continue as a going concern.

- 11 -


3.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1
 Basis of preparation

The condensed interim consolidated financial statements for the period ended June 30, 2020 have been prepared in accordance with IAS 34 "Interim Financial Reporting". The condensed interim 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, 2019, 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.

3.1.1.
  Account balance reclassified as of December 31, 2019

The receivable balance to Consorcio Constructor Ductos del Sur amounting to S/27.8 million as of December 31, 2019 was reclassified from “other accounts receivable” to “accounts receivable from related parties”. See reclassification performed:

ASSETS
 
As at
         
As at
 
   
December 31,
         
December 31,
 
   
2019
         
2019
 
   
Audited
   
Reclassification
   
Reclassified
 
                   
Current assets
                 
Cash and cash equivalents
   
948,978
     
-
     
948,978
 
Trade accounts receivables, net
   
821,737
     
-
     
821,737
 
Work in progress, net
   
49,457
     
-
     
49,457
 
Accounts receivable from related parties
   
36,658
     
-
     
36,658
 
Other accounts receivable
   
444,500
     
-
     
444,500
 
Inventories, net
   
552,573
     
-
     
552,573
 
Prepaid expenses
   
11,348
     
-
     
11,348
 
     
2,865,251
     
-
     
2,865,251
 
                         
Non-current assets as held for sale
   
205,418
     
-
     
205,418
 
                         
Total current assets
   
3,070,669
     
-
     
3,070,669
 
                         
Non-current assets
                       
Trade accounts receivable, net
   
753,202
     
-
     
753,202
 
Work in progress, net
   
23,117
     
-
     
23,117
 
Accounts receivable from related parties
   
546,941
     
27,782
     
574,723
 
Prepaid expenses
   
27,934
     
-
     
27,934
 
Other accounts receivable
   
300,323
     
(27,782
)
   
272,541
 
Investments in associates and joint ventures
   
37,035
     
-
     
37,035
 
Investment property
   
28,326
     
-
     
28,326
 
Property, plant and equipment, net
   
443,870
     
-
     
443,870
 
Intangible assets, net
   
853,315
     
-
     
853,315
 
Right-of-use assets, net
   
78,813
     
-
     
78,813
 
Deferred income tax asset
   
240,919
     
-
     
240,919
 
Total non-current assets
   
3,333,795
     
-
     
3,333,795
 
                         
Total assets
   
6,404,464
     
-
     
6,404,464
 

- 12 -


3.2
 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, 2019.

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, which are supervised and monitored periodically.

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.

a) Market risks

i) Foreign exchange risk

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, 2019 and June 30, 2020, this exposure is mainly concentrated in fluctuations of U.S. dollar, the Chilean and Colombian Pesos.

ii) Price risk

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 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.

b) Credit risk

Credit risk arises from cash and cash equivalents 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.

- 13 -


Concerning 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 of Directors.

Management does not expect the Group to incur any losses from the performance by these counterparties, except for the ones already recorded at the financial statements.

c) Liquidity risk
 
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, since 2017, the Group experienced liquidity problems 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. This plan was met and the GSP debt was terminated. Due to the COVID-19 pandemic (Note 2), the Group has considered measures to reduce risk exposure and has implemented a new plan in order to meet its requirements of cash for the different businesses.

Group Corporate Finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it exists 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 ratio targets in the statement of financial position and, if applicable, external regulatory or legal requirements, for example, foreign currency restrictions.

The table below analyzes the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the date of the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which include interest to be applied according to the established schedule.

   
Less than
     
1-2
     
2-5
   
More than
       
At December 31, 2019
 
1 year
   
years
   
years
   
5 years
   
Total
 
                                   
Other financial liabilities (except
                                 
  for finance leases and lease
                                 
  liability for right-of-use asset)
   
479,000
     
147,473
     
177,018
     
-
     
803,491
 
Finance leases
   
10,826
     
3,467
     
13,346
     
-
     
27,639
 
Lease liability for right-of-use asset
   
24,966
     
38,788
     
31,167
     
7,603
     
102,524
 
Bonds
   
115,690
     
157,516
     
358,461
     
1,077,960
     
1,709,627
 
Trade accounts payables (except
                                       
  non-financial liabilities)
   
966,620
     
-
     
-
     
-
     
966,620
 
Accounts payables to related parties
   
38,916
     
21,747
     
-
     
836
     
61,499
 
Other accounts payables (except
                                       
  non-financial liabilities)
   
200,098
     
2,505
     
194,908
     
-
     
397,511
 
Other non-financial liabilities
   
-
     
52
     
-
     
-
     
52
 
     
1,836,116
     
371,548
     
774,900
     
1,086,399
     
4,068,963
 

- 14 -


   
Less than
     
1-2
     
2-5
   
More than
       
At June 30, 2020
 
1 year
   
years
   
years
   
5 years
   
Total
 
                                   
                                   
Other financial liabilities (except
                                 
  for finance leases and lease
   
360,526
     
227,588
     
184,289
     
-
     
772,403
 
  liability for right-of-use asset)
   
8,926
     
4,857
     
5,627
     
-
     
19,410
 
Lease liability for right-of-use asset
   
23,978
     
38,541
     
14,323
     
13,114
     
89,956
 
Bonds
   
127,275
     
164,627
     
381,424
     
1,030,184
     
1,703,510
 
Trade accounts payables (except
                                       
  non-financial liabilities)
   
871,436
     
1,667
     
-
     
-
     
873,103
 
Accounts payables to related parties
   
52,323
     
22,170
     
-
     
836
     
75,329
 
Other accounts payables (except
                                       
  non-financial liabilities)
   
236,859
     
2,338
     
180,224
     
-
     
419,421
 
     
1,681,323
     
461,788
     
765,887
     
1,044,134
     
3,953,132
 

4.2
 Capital management risk

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 to maintain an optimal capital structure to minimize the cost of capital.  In 2017 the situation of the Group had lead Management to monitor deviations that might cause the non-compliance of covenants and may hinder the renegotiation of liabilities (Note15). In extraordinary events as explained in Note 2, the Group identifies the possible deviations and requirements and establishes a plan.

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 based on 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, 2019 and June 30, 2020, the gearing ratio is presented below indicating the Group’s strategy to keep it in a range from 0.10 to 0.70.

   
At
   
At
 
   
December 31,
   
June 30,
 
   
2019
   
2020
 
Total financial liabilities and bonds (Note 15 and Note 16)
   
1,723,108
     
1,720,183
 
Less: Cash and cash equivalents (Note 8)
   
(948,978
)
   
(946,311
)
Net debt
   
774,130
     
773,872
 
Total equity
   
1,876,085
     
1,718,105
 
Total capital
   
2,650,215
     
2,491,977
 
                 
Gearing ratio
   
0.29
     
0.31
 

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).

- 15 -


The table below shows the Group’s liabilities measured at fair value:

   
Level 2
At December 31, 2019
   
     
Financial liabilities
   
Derivatives used for hedging
 
                   52

As of June 30, 2020, this financial liability was settled.

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, 2019.

6.
 SEASONALITY OF OPERATIONS

The Group does not present seasonality in the operations of any of its subsidiaries; however, economic activities temporarily restricted during last quarter, due to COVID-19 pandemic and government measures implemented to contain the spread of the virus. As a result,  this situation affected negatively Group's revenues and financial position (Note 2).

7.
 OPERATING SEGMENTS

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 acts as the highest authority in making operational decisions, 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.

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.

- 16 -


The table below shows the Group’s financial statements by operating segments:

Operating segments financial position
                                                 
Segment reporting
                                                 
         
Infrastructure
                         
As of December 31, 2019
 
Engineering
and
construction
   
Energy
   
Toll roads
   
Transportation
   
Water
treatment
   
Real estate
   
Parent
Company
operations
   
Eliminations
   
Consolidated
 
                                                       
Assets.-
                                                     
Cash and cash equivalent
   
372,991
     
53,118
     
123,020
     
300,896
     
6,388
     
60,718
     
31,847
     
-
     
948,978
 
Trade accounts receivables, net
   
531,591
     
63,402
     
44,513
     
97,059
     
1,168
     
83,019
     
985
     
-
     
821,737
 
Work in progress, net
   
49,457
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
49,457
 
Accounts receivable from related parties
   
202,181
     
369
     
43,852
     
1,853
     
-
     
1,144
     
99,794
     
(312,535
)
   
36,658
 
Other accounts receivable
   
327,977
     
30,853
     
30,228
     
18,548
     
109
     
9,509
     
27,274
     
2
     
444,500
 
Inventories, net
   
57,093
     
32,366
     
7,109
     
30,594
     
-
     
437,012
     
-
     
(11,601
)
   
552,573
 
Prepaid expenses
   
6,812
     
1,271
     
2,779
     
231
     
133
     
-
     
122
     
-
     
11,348
 
     
1,548,102
     
181,379
     
251,501
     
449,181
     
7,798
     
591,402
     
160,022
     
(324,134
)
   
2,865,251
 
Non-current assets classified as held for sale
   
2,398
     
-
     
-
     
-
     
-
     
-
     
203,020
     
-
     
205,418
 
Total current assets
   
1,550,500
     
181,379
     
251,501
     
449,181
     
7,798
     
591,402
     
363,042
     
(324,134
)
   
3,070,669
 
                                                                         
Long-term trade accounts receivable, net
   
97,256
     
-
     
36,273
     
619,086
     
-
     
587
     
-
     
-
     
753,202
 
Long-term work in progress, net
   
-
     
-
     
23,117
     
-
     
-
     
-
     
-
     
-
     
23,117
 
Long-term accounts receivable from related parties
   
318,748
     
-
     
836
     
-
     
10,475
     
-
     
552,687
     
(308,023
)
   
574,723
 
Prepaid expenses
   
-
     
887
     
24,462
     
2,307
     
788
     
-
     
-
     
(510
)
   
27,934
 
Other long-term accounts receivable
   
86,097
     
63,649
     
5,156
     
-
     
7,346
     
50,449
     
59,844
     
-
     
272,541
 
Investments in associates and joint ventures
   
109,839
     
8,006
     
-
     
-
     
-
     
6,062
     
1,495,422
     
(1,582,294
)
   
37,035
 
Investment property
   
1,450
     
-
     
-
     
-
     
-
     
26,876
     
-
     
-
     
28,326
 
Property, plant and equipment, net
   
186,589
     
184,819
     
11,106
     
841
     
153
     
11,742
     
49,779
     
(1,159
)
   
443,870
 
Intangible assets, net
   
136,547
     
244,901
     
443,420
     
794
     
-
     
1,029
     
19,490
     
7,134
     
853,315
 
Right-of-use assets, net
   
5,638
     
24,038
     
3,860
     
5
     
7
     
5,048
     
55,532
     
(15,315
)
   
78,813
 
Deferred income tax asset
   
176,740
     
4,741
     
13,054
     
-
     
720
     
19,736
     
20,752
     
5,176
     
240,919
 
Total non-current assets
   
1,118,904
     
531,041
     
561,284
     
623,033
     
19,489
     
121,529
     
2,253,506
     
(1,894,991
)
   
3,333,795
 
Total assets
   
2,669,404
     
712,420
     
812,785
     
1,072,214
     
27,287
     
712,931
     
2,616,548
     
(2,219,125
)
   
6,404,464
 
                                                                         
Liabilities.-
                                                                       
Borrowings
   
180,535
     
42,760
     
2,383
     
5
     
6
     
116,231
     
121,379
     
(9,039
)
   
454,260
 
Bonds
   
-
     
-
     
28,995
     
15,742
     
-
     
-
     
-
     
-
     
44,737
 
Trade accounts payable
   
932,142
     
67,444
     
34,762
     
28,508
     
132
     
39,645
     
33,488
     
-
     
1,136,121
 
Accounts payable to related parties
   
206,907
     
2,233
     
35,554
     
21,024
     
-
     
23,437
     
58,951
     
(309,190
)
   
38,916
 
Current income tax
   
18,451
     
961
     
3,710
     
23,887
     
-
     
704
     
286
     
-
     
47,999
 
Other accounts payable
   
441,271
     
16,721
     
53,987
     
4,713
     
835
     
83,345
     
34,433
     
-
     
635,305
 
Provisions
   
6,031
     
18,459
     
6,183
     
-
     
-
     
230
     
82,580
     
-
     
113,483
 
Non-current liabilities classified as held for sale
   
-
     
-
     
-
     
-
     
-
     
-
     
210,025
     
-
     
210,025
 
Total current liabilities
   
1,785,337
     
148,578
     
165,574