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 November 2022
Commission File Number 001-35991
AENZA 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)
Av. Petit Thouars 4957
Miraflores
Lima 34, 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 ☒ 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 ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
November 2, 2022
SIGNATURES
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.
AENZA S.A.A.
| By: | /s/ FREDY CHALCO | |
| Name: | Fredy Chalco Aguilar | |
| Title: | Stock Representative | |
| Date: | November 2, 2022 |
AENZA S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021 (AUDITED) AND SEPTEMBER 30, 2022 (UNAUDITED)
(Free translation from the original in Spanish)
AENZA S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021 (AUDITED) AND SEPTEMBER 30, 2022 (UNAUDITED)
| S/ | = | Peruvian Sol |
| US$ | = | United States dollar |
i
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(All amounts are expressed in thousands of S/ unless otherwise stated)
| As of | As of | |||||||||||
| December 31, | September 30, | |||||||||||
| Note | 2021 | 2022 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 8 | 957,178 | 998,250 | |||||||||
| Trade accounts receivables, net | 9 | 590,280 | 763,642 | |||||||||
| Work in progress | 10 | 309,063 | 207,938 | |||||||||
| Accounts receivable from related parties | 11 | 20,817 | 29,866 | |||||||||
| Other accounts receivable | 12 | 487,058 | 386,135 | |||||||||
| Inventories, net | 488,326 | 428,495 | ||||||||||
| Prepaid expenses | 32,142 | 34,476 | ||||||||||
| Total current assets | 2,884,864 | 2,848,802 | ||||||||||
| Non-current assets | ||||||||||||
| Trade accounts receivable, net | 9 | 683,306 | 712,032 | |||||||||
| Accounts receivable from related parties | 11 | 643,897 | 570,720 | |||||||||
| Prepaid expenses | 23,607 | 21,661 | ||||||||||
| Other accounts receivable | 12 | 201,360 | 385,040 | |||||||||
| Inventories, net | - | 65,494 | ||||||||||
| Investments in associates and joint ventures | 13 | 31,173 | 21,725 | |||||||||
| Investment property | 14 | 63,011 | 59,402 | |||||||||
| Property, plant and equipment, net | 14 | 303,170 | 292,187 | |||||||||
| Intangible assets, net | 14 | 743,391 | 754,351 | |||||||||
| Right-of-use assets, net | 14 | 47,717 | 49,023 | |||||||||
| Deferred income tax asset | 275,076 | 299,744 | ||||||||||
| Total non-current assets | 3,015,708 | 3,231,379 | ||||||||||
| Total assets | 5,900,572 | 6,080,181 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Borrowings | 15 | 241,340 | 603,565 | |||||||||
| Bonds | 16 | 69,838 | 74,927 | |||||||||
| Trade accounts payable | 17 | 980,767 | 975,449 | |||||||||
| Accounts payable to related parties | 11 | 51,004 | 60,190 | |||||||||
| Current income tax | 94,958 | 22,102 | ||||||||||
| Other accounts payable | 18 | 754,981 | 830,783 | |||||||||
| Other provisions | 19 | 154,829 | 117,540 | |||||||||
| Total current liabilities | 2,347,717 | 2,684,556 | ||||||||||
| Non-current liabilities | ||||||||||||
| Borrowings | 15 | 338,560 | 335,050 | |||||||||
| Bonds | 16 | 1,191,084 | 803,982 | |||||||||
| Other accounts payable | 18 | 92,369 | 68,405 | |||||||||
| Accounts payable to related parties | 11 | 50,712 | 29,817 | |||||||||
| Other provisions | 19 | 329,497 | 586,181 | |||||||||
| Deferred income tax liability | 97,367 | 122,396 | ||||||||||
| Total non-current liabilities | 2,099,589 | 1,945,831 | ||||||||||
| Total liabilities | 4,447,306 | 4,630,387 | ||||||||||
| Equity | 20 | |||||||||||
| Capital | 871,918 | 1,196,980 | ||||||||||
| Legal reserve | 132,011 | 132,011 | ||||||||||
| Voluntary reserve | 29,974 | 29,974 | ||||||||||
| Share Premium | 1,131,574 | 1,142,092 | ||||||||||
| Other reserves | (135,947 | ) | (71,380 | ) | ||||||||
| Retained earnings | (829,714 | ) | (1,230,811 | ) | ||||||||
| Equity attributable to controlling interest in the Company | 1,199,816 | 1,198,866 | ||||||||||
| Non-controlling interest | 253,450 | 250,928 | ||||||||||
| Total equity | 1,453,266 | 1,449,794 | ||||||||||
| Total liabilities and equity | 5,900,572 | 6,080,181 | ||||||||||
The accompanying notes on pages 6 to 39 are an integral part of the consolidated financial statements.
- 1 -
CONSOLIDATED STATEMENT OF INCOME
(All amounts are expressed in thousands of S/ unless otherwise stated)
| For the period ended | ||||||||||||
| September 30, | ||||||||||||
| Note | 2021 | 2022 | ||||||||||
| (as restated) | ||||||||||||
| Revenues from construction activities | 1,572,793 | 1,925,218 | ||||||||||
| Revenues from services provided | 794,899 | 778,716 | ||||||||||
| Revenue from real estate and sale of goods | 374,632 | 476,129 | ||||||||||
| 2,742,324 | 3,180,063 | |||||||||||
| Cost of construction activities | (1,515,536 | ) | (1,876,399 | ) | ||||||||
| Cost of services provided | (648,821 | ) | (640,028 | ) | ||||||||
| Cost of real estate and sale of goods | (296,762 | ) | (350,380 | ) | ||||||||
| 21 | (2,461,119 | ) | (2,866,807 | ) | ||||||||
| Gross profit | 281,205 | 313,256 | ||||||||||
| Administrative expenses | 21 | (125,795 | ) | (108,931 | ) | |||||||
| Other income and expenses | 22 | (6,572 | ) | (256,075 | ) | |||||||
| Operating profit (loss) | 148,838 | (51,750 | ) | |||||||||
| Financial expenses | 23 | (175,047 | ) | (207,044 | ) | |||||||
| Financial income | 23 | 4,077 | 18,950 | |||||||||
| Share of the profit or loss of associates and joint ventures accounted for using the equity method | 13 | 2,422 | 1,686 | |||||||||
| Loss before income tax | (19,710 | ) | (238,158 | ) | ||||||||
| Income tax expense | (39,233 | ) | (52,669 | ) | ||||||||
| Loss from continuing operations | (58,943 | ) | (290,827 | ) | ||||||||
| Loss from discontinued operations | 3.2 | (20,997 | ) | - | ||||||||
| Loss for the period | (79,940 | ) | (290,827 | ) | ||||||||
| (Loss) profit attributable to: | ||||||||||||
| Owners of the Company | (103,486 | ) | (331,544 | ) | ||||||||
| Non-controlling interest | 23,546 | 40,717 | ||||||||||
| (79,940 | ) | (290,827 | ) | |||||||||
| Loss per share attributable to owners of the | ||||||||||||
| Company during the period | 26 | (0.119 | ) | (0.294 | ) | |||||||
| Loss per share from continuing operations | ||||||||||||
| attributable to owners of the Company during the period | 26 | (0.095 | ) | (0.294 | ) | |||||||
The accompanying notes on pages 6 to 39 are an integral part of the consolidated financial statements.
- 2 -
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(All amounts are expressed in thousands of S/ unless otherwise stated)
| For the period ended | ||||||||
| September 30, | ||||||||
| 2021 | 2022 | |||||||
| (as restated) | ||||||||
| Loss for the period | (79,940 | ) | (290,827 | ) | ||||
| Other comprehensive income: | ||||||||
| Items that may be subsequently reclassified to profit or loss | ||||||||
| Foreign currency translation adjustment, net of tax | 2,305 | (7,008 | ) | |||||
| Exchange difference from net investment in a foreign operation, net of tax | 74 | (627 | ) | |||||
| Other comprehensive income for the period, net of tax | 2,379 | (7,635 | ) | |||||
| Total comprehensive income for the period | (77,561 | ) | (298,462 | ) | ||||
| Comprehensive income attributable to: | ||||||||
| Owners of the Company | (102,354 | ) | (339,127 | ) | ||||
| Non-controlling interest | 24,793 | 40,665 | ||||||
| (77,561 | ) | (298,462 | ) | |||||
| Comprehensive income for the period attributable to owners of the Company: | ||||||||
| Continuing operations | (79,153 | ) | (339,127 | ) | ||||
| Discontinued operations | (23,201 | ) | - | |||||
| (102,354 | ) | (339,127 | ) | |||||
The accompanying notes on pages 6 to 39 are an integral part of the consolidated financial statements.
- 3 -
AENZA S.A.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED SEPTEMBER 30, 2021 AND 2022
(All amounts are expressed in thousands of S/ unless otherwise stated)
| Attributable to the controlling interests of the Company | ||||||||||||||||||||||||||||||||||||||||
| Number | Non- | |||||||||||||||||||||||||||||||||||||||
| of shares | Legal | Voluntary | Share | Other | Retained | controlling | ||||||||||||||||||||||||||||||||||
| In thousands | Capital | reserve | reserve | premium | reserves | earnings | Total | interest | Total | |||||||||||||||||||||||||||||||
| Balances as of January 1, 2021 | 871,918 | 871,918 | 132,011 | 29,974 | 1,131,574 | (169,234 | ) | (728,637 | ) | 1,267,606 | 327,690 | 1,595,296 | ||||||||||||||||||||||||||||
| (Loss) profit for the period | - | - | - | - | - | - | (103,486 | ) | (103,486 | ) | 23,546 | (79,940 | ) | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | 1,058 | - | 1,058 | 1,247 | 2,305 | ||||||||||||||||||||||||||||||
| Exchange difference from net investment in a foreign operation | - | - | - | - | - | 74 | - | 74 | - | 74 | ||||||||||||||||||||||||||||||
| Comprehensive income of the period | - | - | - | - | - | 1,132 | (103,486 | ) | (102,354 | ) | 24,793 | (77,561 | ) | |||||||||||||||||||||||||||
| Transactions with shareholders: | ||||||||||||||||||||||||||||||||||||||||
| - Dividend distribution | - | - | - | - | - | - | - | - | (36,250 | ) | (36,250 | ) | ||||||||||||||||||||||||||||
| - Contributions (devolution) of non-controlling shareholders, net | - | - | - | - | - | - | - | - | (24,604 | ) | (24,604 | ) | ||||||||||||||||||||||||||||
| Total transactions with shareholders | - | - | - | - | - | - | - | - | (60,854 | ) | (60,854 | ) | ||||||||||||||||||||||||||||
| Balances as of September 30, 2021 | 871,918 | 871,918 | 132,011 | 29,974 | 1,131,574 | (168,102 | ) | (832,123 | ) | 1,165,252 | 291,629 | 1,456,881 | ||||||||||||||||||||||||||||
| Balances as of January 1, 2022 | 871,918 | 871,918 | 132,011 | 29,974 | 1,131,574 | (135,947 | ) | (829,714 | ) | 1,199,816 | 253,450 | 1,453,266 | ||||||||||||||||||||||||||||
| (Loss) profit for the period | - | - | - | - | - | - | (331,544 | ) | (331,544 | ) | 40,717 | (290,827 | ) | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (6,960 | ) | - | (6,960 | ) | (48 | ) | (7,008 | ) | ||||||||||||||||||||||||||
| Exchange difference from net investment in a foreign operation | - | - | - | - | - | (623 | ) | - | (623 | ) | (4 | ) | (627 | ) | ||||||||||||||||||||||||||
| Comprehensive income of the period | - | - | - | - | - | (7,583 | ) | (331,544 | ) | (339,127 | ) | 40,665 | (298,462 | ) | ||||||||||||||||||||||||||
| Transactions with shareholders: | ||||||||||||||||||||||||||||||||||||||||
| - Dividend distribution | - | - | - | - | - | - | - | - | (7,111 | ) | (7,111 | ) | ||||||||||||||||||||||||||||
| - Contributions (devolution) of non-controlling shareholders, net | - | - | - | - | - | - | - | - | (29,835 | ) | (29,835 | ) | ||||||||||||||||||||||||||||
| - Reclasification of PUT option Morelco | - | - | - | - | - | 72,150 | (72,150 | ) | - | - | - | |||||||||||||||||||||||||||||
| - Capital increase | 325,062 | 325,062 | - | - | 10,518 | - | - | 335,580 | - | 335,580 | ||||||||||||||||||||||||||||||
| - Dilution of non-controlling shareholders | - | - | - | - | - | - | 2,597 | 2,597 | (6,241 | ) | (3,644 | ) | ||||||||||||||||||||||||||||
| Total transactions with shareholders | 325,062 | 325,062 | - | - | 10,518 | 72,150 | (69,553 | ) | 338,177 | (43,187 | ) | 294,990 | ||||||||||||||||||||||||||||
| Balances as of September 30, 2022 | 1,196,980 | 1,196,980 | 132,011 | 29,974 | 1,142,092 | (71,380 | ) | (1,230,811 | ) | 1,198,866 | 250,928 | 1,449,794 | ||||||||||||||||||||||||||||
The accompanying notes on pages 6 to 39 are an integral part of the consolidated financial statements.
- 4 -
CONSOLIDATED STATEMENT OF CASH FLOWS
(All amounts are expressed in thousands of S/ unless otherwise stated)
| For the period ended | ||||||||||||
| September 30, | ||||||||||||
| Note | 2021 | 2022 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Loss before income tax | (42,798 | ) | (238,158 | ) | ||||||||
| Adjustments to profit not affecting cash flows from operating activities: | ||||||||||||
| Depreciation | 14a) | 75,804 | 56,482 | |||||||||
| Amortization | 14b) | 74,153 | 74,466 | |||||||||
| Impairment of inventories | - | 240 | ||||||||||
| Impairment of accounts receivable and other accounts receivable | 1,323 | 5,826 | ||||||||||
| Reversal of impairment of inventories | - | (241 | ) | |||||||||
| Debt condonation | - | (5,296 | ) | |||||||||
| Reversal of impairment of property, plant and equipment | (1,939 | ) | (632 | ) | ||||||||
| Impairment of intangible assets | - | 3,064 | ||||||||||
| Reversal of impairment of accounts receivable | - | (804 | ) | |||||||||
| Decrease due to renegotiation of PUT Morelco | - | (3,706 | ) | |||||||||
| Other provisions | 8,026 | 312,311 | ||||||||||
| Financial expense,net | 205,813 | 142,493 | ||||||||||
| Impairment of investment | - | 7,767 | ||||||||||
| Share of the profit and loss of associates and joint ventures accounted for using the equity method | 13 | (2,422 | ) | (1,686 | ) | |||||||
| Reversal of provisions | (9,101 | ) | (1,720 | ) | ||||||||
| Disposal (reversal) of assets | 5,627 | (1,566 | ) | |||||||||
| Loss (profit) on sale of property, plant and equipment | 111 | (3,163 | ) | |||||||||
| Loss on remeasurement of accounts receivable | 69,471 | 93,636 | ||||||||||
| Net variations in assets and liabilities: | ||||||||||||
| Trade accounts receivable and working in progress | (135,177 | ) | (98,096 | ) | ||||||||
| Other accounts receivable | (70 | ) | (126,360 | ) | ||||||||
| Other accounts receivable from related parties | (86,556 | ) | (4,234 | ) | ||||||||
| Inventories | 9,178 | (4,490 | ) | |||||||||
| Pre-paid expenses and other assets | (862 | ) | 20,119 | |||||||||
| Trade accounts payable | (61,760 | ) | 1,476 | |||||||||
| Other accounts payable | 173,132 | (34,005 | ) | |||||||||
| Other accounts payable to related parties | (4,097 | ) | (4,485 | ) | ||||||||
| Other provisions | (4,681 | ) | (38,855 | ) | ||||||||
| Interest payment | (112,109 | ) | (103,817 | ) | ||||||||
| Payments for purchases of intangibles - Concessions | (2,280 | ) | - | |||||||||
| Payment of income tax | (57,331 | ) | (100,281 | ) | ||||||||
| Net cash provided by (applied to) operating activities | 101,455 | (53,715 | ) | |||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Sale of property, plant and equipment | 6,476 | 8,187 | ||||||||||
| Interest received | 1,703 | 8,710 | ||||||||||
| Dividends received | 2,236 | 380 | ||||||||||
| Payment for purchase of investments properties | (124 | ) | (53 | ) | ||||||||
| Payments for intangible purchase | (25,669 | ) | (101,952 | ) | ||||||||
| Payments for property, plant and equipment purchase | (24,824 | ) | (41,049 | ) | ||||||||
| Net cash applied to investing activities | (40,202 | ) | (125,777 | ) | ||||||||
| FINANCING ACTIVITIES | ||||||||||||
| Loans received | 208,224 | 489,069 | ||||||||||
| Bonds issued | 359,890 | - | ||||||||||
| Amortization of loans received | (443,425 | ) | (187,232 | ) | ||||||||
| Amortization of bonds issued | (37,403 | ) | (42,046 | ) | ||||||||
| Payment for transaction costs for debt | (6,534 | ) | (13,737 | ) | ||||||||
| Dividends paid to non-controlling interest | (18,225 | ) | (18,606 | ) | ||||||||
| Cash received (return of contributions) from non-controlling shareholders | (24,604 | ) | (29,835 | ) | ||||||||
| Net cash provided by financing activities | 37,923 | 197,613 | ||||||||||
| Net increase in cash | 99,176 | 18,121 | ||||||||||
| Exchange difference | 20,178 | 22,951 | ||||||||||
| Cash and cash equivalents at the beginning of the period | 900,168 | 957,178 | ||||||||||
| Cash and cash equivalents at the end of the period | 8 | 1,019,522 | 998,250 | |||||||||
| NON-CASH TRANSACTIONS: | ||||||||||||
| Capitalization of interests | 1,792 | 1,172 | ||||||||||
| Acquisition of assets through finance leases | 58 | 46 | ||||||||||
| Dividends declared to non-controlling interest | 18,025 | - | ||||||||||
| Acquisition of right-of-use assets | 5,707 | 14,578 | ||||||||||
| Capitalization of convertible bonds | - | 335,580 | ||||||||||
The accompanying notes on pages 6 to 39 are an integral part of the consolidated financial statements.
- 5 -
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021 (AUDITED) AND SEPTEMBER 30, 2022 (UNAUDITED)
| 1. | GENERAL INFORMATION |
| a) | Company’s Incorporation and operations |
AENZA S.A.A., (hereinafter the “Company” or “AENZA”) is the parent Company of the AENZA Corporation which comprise the Company and its subsidiaries (hereinafter, the “Corporation”) and is mainly engaged in holding investments in its subsidiaries. Additionally, the Company provides services of strategic and functional advice and office leases space to the Corporation companies.
The Corporation is a conglomerate of companies with operations including different business activities, the most significant are engineering and construction, energy, 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 September 30, 2022, were approved by Management and Board of Directors on November 2, 2022.
The consolidated financial statements for the year ended December 31, 2021, were prepared and issued with authorization of Management and the Board of Directors on March 4, 2022 and were approved on the General Shareholders’ Meeting held on March 31, 2022.
| c) | Collaboration and Benefits Agreement – “The Agreement” |
On September 15, 2022, the Collaboration and Benefits Agreement (the “Agreement” hereinafter) was signed by the Public Ministry, the Ad Hoc Public Attorney’s Office and the Company. Through this document, the latter accepts it was utilized by certain former executives to commit illicit acts until 2016, and commits to pay a civil penalty to the Peruvian State of S/484.2 million (S/321.9 million and US$40.7 million) under the scope of application of the Law No. 30737 implementing regulation.
Pursuant to the Agreement signed the payment will be made within a term of 12 years, under a legal interest rate in Soles and US Dollars (1% and 0.20% effective interest annual rate as of September 30, 2022, respectively); in addition, the Company compromises to establish a package of guarantees after court’s approval i) a trust that includes shares issued by a subsidiary of AENZA; ii) a real state asset and iii) a guaranty account with funds equivalent to the annual fees corresponding to the following year. Among other conditions, the Agreement includes a restriction for Aenza and the subsidiaries Cumbra Peru S.A., and Unna Transporte S.A. to participate in public construction and road maintenance contracts with the Peruvian State for two (2) years, counted from the court approval. As of September 30, 2022, the Company registered S/484.2 million (see, Note 19-a).
The Agreement includes a reserve clause to readjust the amount of civil damages determined with respect to three projects, as well as the payment schedule resulting from such readjustment. This clause is to be implemented before the approval of the agreement, or within a maximum sixty (60) days term from the date of this agreement. The Company’s Management estimates that if this reserve is to be applied, the provision for civil damages could increase up to 5%.
As of September 30, 2022, issuance date of the condensed interim consolidated financial statements, in opinion of Corporate Management and its legal advisors, the civil penalty covers the total contingency to which the Company is exposed as a consequence of the investigations revealed in notes to the consolidated financial statements since year 2017. Nevertheless, the Agreement is subject to court approval and its terms and conditions are subject to confidentiality provisions in such agreement.
- 6 -
| 2. | BASIS OF PREPARATION |
The condensed interim consolidated financial statements for the period ended as of September 30, 2022, 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 as of December 31, 2021, 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. | SUMMARY OF 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 as of December 31, 2021.
| 3.1. | Standards, amendments, and interpretation adopted by the Group |
Standards, amendments and interpretation that have entered in force as of January 1, 2022, have not had impact on the condensed interim consolidated financial statements as of September 30, 2022, and for this reason they have not been disclosed. The Corporation has not adopted in advance any amendment and modification that are not yet effective.
| 3.2. | Account balance reclassified as of September 30, 2021 |
Due to disposal of the Subsidiary Adexus S.A. during the period ended as of December 31, 2021 we have reclassified and disclosed Income statement information for comparison purposes as discontinued operation as of September 30, 2021.
- 7 -
As a result of this process, the amounts in the consolidated statement of income are reclassified as follows:
| For the period ended | ||||||||||||
| September 30, 2021 | ||||||||||||
| Reported | Adexus | As restated | ||||||||||
| Revenues | 2,864,786 | (122,462 | ) | 2,742,324 | ||||||||
| Costs | (2,580,689 | ) | 119,570 | (2,461,119 | ) | |||||||
| Gross profit | 284,097 | (2,892 | ) | 281,205 | ||||||||
| Administrative expenses | (141,961 | ) | 16,166 | (125,795 | ) | |||||||
| Other income and expenses | (6,610 | ) | 38 | (6,572 | ) | |||||||
| Operating profit | 135,526 | 13,312 | 148,838 | |||||||||
| Financial (expenses) income, net | (180,746 | ) | 9,776 | (170,970 | ) | |||||||
| Share of the profit or loss of associates and joint ventures accounted for using the equity method | 2,422 | - | 2,422 | |||||||||
| (Loss) profit before income tax | (42,798 | ) | 23,088 | (19,710 | ) | |||||||
| Income tax expense | (37,142 | ) | (2,091 | ) | (39,233 | ) | ||||||
| (Loss) profit from continuing operations | (79,940 | ) | 20,997 | (58,943 | ) | |||||||
| Loss from discontinued operations | - | (20,997 | ) | (20,997 | ) | |||||||
| Loss for the period | (79,940 | ) | - | (79,940 | ) | |||||||
| (Loss) profit attributable to: | ||||||||||||
| Owners of the Company | (103,486 | ) | - | (103,486 | ) | |||||||
| Non-controlling interest | 23,546 | - | 23,546 | |||||||||
| (79,940 | ) | - | (79,940 | ) | ||||||||
| (Loss) profit attributable to owners of the Company: | ||||||||||||
| Continuing operations | (103,486 | ) | 20,997 | (82,489 | ) | |||||||
| Discontinued operations | - | (20,997 | ) | (20,997 | ) | |||||||
| (103,486 | ) | - | (103,486 | ) | ||||||||
| (Loss) profit per share from continuing operations | ||||||||||||
| attributable to owners of the Company during the period | (0.119 | ) | 0.024 | (0.095 | ) | |||||||
| 4. | FINANCIAL RISK MANAGEMENT |
Financial risk management is carried out by Corporation’s Management which oversees 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 liquidity in excess, which is supervised and monitored on periodic bases.
| 4.1 | Financial risk factors |
Corporation’s activities are exposed 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 Corporation’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Corporation’s financial performance.
| a) | Market risks |
| i) | Foreign exchange risk |
Corporation 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, 2021, and as of September 30, 2022, this exposure is mainly concentrated in fluctuations of Peruvian soles, Chilean and Colombian Pesos compared to U.S. dollar.
- 8 -
The balances of financial assets and liabilities denominated in foreign currencies correspond to balances in U.S. dollars, which are expressed at the published bid and ask exchange rate updated as of the report date, according to the type of currency:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Soles (a) | 3.998 | 3.984 | ||||||
| Chilean Pesos (b) | 844.69 | 960.24 | ||||||
| Colombian Pesos (c) | 3,981.16 | 4,532.07 | ||||||
| (a) | Soles published by the Superintendencia de Bancos, Seguros y Administradoras de Fondos de Pensiones (“SBS” by its acronym in Spanish). |
| (b) | Chilean pesos published by the Banco Central de Chile. |
| (c) | Colombian pesos published by Banco de la Republica de Colombia. |
The consolidated statement of financial position includes the following:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| USD(000) | USD(000) | |||||||
| Assets | 519,448 | 602,149 | ||||||
| Liabilities | 512,947 | 589,879 | ||||||
For the nine-month period ended as of September 30, 2021 and 2022, the Corporation’s exchange gains and losses for the Peruvian Sol, the Chilean and Colombian Pesos exposure against the U.S. dollar were:
| 2021 | 2022 | |||||||
| Gain | 353,046 | 425,168 | ||||||
| Loss | (366,702 | ) | (423,093 | ) | ||||
| ii) | Price risk |
Management considers that the exposure of the Corporation to the price risk of its investments in mutual funds, 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 Corporation’s interest rate risk mainly arises from its long-term borrowings. Borrowings issued at variable rates expose the Corporation to cash flow interest rate risk. Borrowings issued at fixed rates expose the Corporation to fair value interest rate risk.
- 9 -
| 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.
Concerning to loans provided to related parties, the Corporation has measures in place to ensure the recovery of these loans through the controls maintained by Corporate Finance Management and performance evaluation conducted by the Board of Directors.
Management does not expect the Corporation to incur in losses arisen from the performance of these counterparties, except for those already recorded at the financial statements.
| c) | Liquidity risk |
Prudent management of liquidity risk involves maintaining sufficient cash and cash equivalents, the availability of financing through an adequate number of committed sources of credit facilities and the ability to close market positions. Historically, cash flows produced by the Corporation has enabled them it to meet their obligations. The Corporation has implemented several measures to reduce its exposure to liquidity risk, and developed a financial plan based in different stages, which were designed assuming the commitment to comply within a reasonable time frame. The Financial Plan aims to enable compliance with multiply obligations by corporate and it subsidiaries.
Corporate Finance Management supervise cash flow projections performed on liquidity requirements of the Corporation to ensure there is sufficient cash to cover operational needs so that Corporation does not breach the limits of indebtedness or guarantees (covenants), if applicable, on any of its borrowing facilities. Minor financing operations are controlled by Finance Management of each subsidiary.
Such projections take into consideration Corporation’s debt financing plans, covenant compliance, internal ratio targets compliance in the consolidated statement of financial position and, if applicable, external regulatory or legal requirements, for example, foreign currency restrictions.
Surplus cash over the balance required for working capital management is invested in interest-bearing bank accounts or time deposits, selecting instruments with adequate maturities and sufficient liquidity.
The table below analyzes Corporation’s financial liabilities grouped on the basis of the period remaining as of the reporting date of these consolidated statement of financial position in regard of the date of its maturity. The amounts disclosed in the table are the contractual undiscounted cash flows, which include interest to be accrued according to the established schedule.
| Less than | More than | |||||||||||||||||||
| As of December 31, 2021 | 1 year | 1-2 years | 2-5 years | 5 years | Total | |||||||||||||||
| Other financial liabilities (except for finance leases and lease liability for right-of-use asset) | 224,503 | 52,751 | 173,392 | 124,320 | 574,966 | |||||||||||||||
| Finance leases | 5,624 | 4,613 | 296 | - | 10,533 | |||||||||||||||
| Lease liability for right-of-use asset | 18,817 | 24,295 | 21,993 | 8,086 | 73,191 | |||||||||||||||
| Bonds | 137,852 | 206,476 | 837,931 | 792,037 | 1,974,296 | |||||||||||||||
| Trade accounts payables (except non-financial liabilities) | 912,826 | - | - | - | 912,826 | |||||||||||||||
| Accounts payables to related parties | 51,004 | 50,712 | - | - | 101,716 | |||||||||||||||
| Other accounts payables and other provisions (except non-financial liabilities) | 323,070 | 22,941 | 109,383 | 422,666 | 878,060 | |||||||||||||||
| 1,673,696 | 361,788 | 1,142,995 | 1,347,109 | 4,525,588 | ||||||||||||||||
- 10 -
| Less than | More than | |||||||||||||||||||
| As of September 30, 2022 | 1 year | 1-2 years | 2-5 years | 5 years | Total | |||||||||||||||
| Other financial liabilities (except for finance leases and lease liability for right-of-use asset) | 630,929 | 69,814 | 177,052 | 71,943 | 949,738 | |||||||||||||||
| Finance leases | 4,633 | 1,676 | - | - | 6,309 | |||||||||||||||
| Lease liability for right-of-use asset | 19,688 | 29,933 | 31,698 | - | 81,319 | |||||||||||||||
| Bonds | 140,198 | 181,611 | 434,763 | 727,352 | 1,483,924 | |||||||||||||||
| Trade accounts payables (except non-financial liabilities) | 939,877 | - | - | - | 939,877 | |||||||||||||||
| Accounts payables to related parties | 60,190 | 28,097 | 714 | 1,006 | 90,007 | |||||||||||||||
| Other accounts payables and other provisions (except non-financial liabilities) | 282,332 | 19,281 | 89,358 | 408,920 | 799,891 | |||||||||||||||
| 2,077,847 | 330,412 | 733,585 | 1,209,221 | 4,351,065 | ||||||||||||||||
| 4.2 | Capital management risk |
Corporation’s objectives regarding capital management is to safeguard Corporation’s ability to continue operations as a going concern basis in order to provide returns for their shareholders, benefits for other stakeholders and maintain an optimal capital structure to minimize capital cost. Since 2017 Corporation context and situation has led Management to monitor deviations that may cause non-compliance with covenants and hinder liabilities renegotiation (see, Note 15). In extraordinary events, Corporation identifies possible deviations, requirements and establishes a plan.
In order to maintain or adjust capital structure, Corporation may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce their debt.
Corporation monitors its capital on the basis of the leverage ratio. This ratio is calculated by dividing net debt into total capital. Net debt corresponds to the total of financial obligations (including current and non-current borrowings), less cash and cash equivalents. Total capital corresponds to the ‘equity’ as shown in the consolidated statement of financial position plus net debt.
As of December 31, 2021 and September 30, 2022, the leverage ratio is presented below.
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Total financial liabilities and bonds (Note 15 and Note 16) | 1,840,822 | 1,817,524 | ||||||
| Less: Cash and cash equivalents (Note 8) | (957,178 | ) | (998,250 | ) | ||||
| Net debt (a) | 883,644 | 819,274 | ||||||
| Total equity | 1,453,266 | 1,449,794 | ||||||
| Total capital (b) | 2,336,910 | 2,269,068 | ||||||
| Leverage ratio (a/b) | 0.38 | 0.36 | ||||||
| 4.3 | Fair value estimation |
The following levels of measurement have been established in order to classify the type of valuation used by Corporation for on their financial instruments at fair value.
| - | 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 Corporation). |
- 11 -
The table below shows Corporation’s liabilities measured at fair value:
| As of December 31, 2021 | Level 3 | |||
| Financial liabilities | ||||
| Other financial entities (Note 15-b) | 165,878 | |||
| As of September 30, 2022 | ||||
| Financial liabilities | ||||
| Other financial entities (Note 15-b) | 178,220 | |||
| 5. | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS |
Estimates and judgments used are continuously evaluated and are based on historical experience among other factors, including expectations of future events that are believed to be reasonable under current circumstances.
In preparing these condensed interim consolidated financial statements, the significant judgements made by management in applying Corporation’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, 2021.
| 6. | SEASONALITY OF OPERATIONS |
The Corporation does not present seasonality in the operations of any of its subsidiaries; and develop its business during the normal course of the period.
| 7. | OPERATING SEGMENTS |
Operating segments are reported consistently with the internal reports that are reviewed by Corporation’s, 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.
Corporation’s operating segments are assessed by the activities of the following business units: (i) engineering and construction, (ii) energy, (iii) infrastructure, and (iv) real estate.
As set forth under IFRS 8, reportable segments by significance of income are: ‘engineering and construction’, ‘energy’ and ‘infrastructure’. However, Management has voluntarily decided to report on all its operating segments.
Inter-segmental sales transactions are entered into prices similar to those that would have been agreed with unrelated third parties. Revenues from external customers reported are measured in a consistent manner under the basis for preparation of the consolidated financial statements. Sales of goods are related to real estate segment. Revenues from services are related to other segments.
Corporation sales and receivables are not concentrated on a few customers. There is no external customer that represents 10% or more of Corporation’s revenue.
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The table below shows Corporation’s consolidated financial statements by operating segments:
| Operating segments financial position | ||||||||||||||||||||||||||||||||||||
| Segment reporting | ||||||||||||||||||||||||||||||||||||
| Infrastructure | ||||||||||||||||||||||||||||||||||||
| As of December 31, 2021 | Engineering and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Parent Company operations | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalent | 303,925 | 121,873 | 114,100 | 182,607 | 7,499 | 109,828 | 117,346 | - | 957,178 | |||||||||||||||||||||||||||
| Trade accounts receivables, net | 366,299 | 67,662 | 38,418 | 106,856 | 1,003 | 9,958 | 84 | - | 590,280 | |||||||||||||||||||||||||||
| Work in progress | 309,063 | - | - | - | - | - | - | - | 309,063 | |||||||||||||||||||||||||||
| Accounts receivable from related parties | 95,390 | 121 | 48,012 | 4,309 | - | 3,166 | 52,644 | (182,825 | ) | 20,817 | ||||||||||||||||||||||||||
| Other accounts receivable | 390,133 | 31,092 | 30,057 | 18,734 | 960 | 3,783 | 12,297 | 2 | 487,058 | |||||||||||||||||||||||||||
| Inventories, net | 48,192 | 35,489 | 7,662 | 31,949 | 13 | 366,650 | - | (1,629 | ) | 488,326 | ||||||||||||||||||||||||||
| Prepaid expenses | 15,838 | 3,575 | 6,531 | 344 | 52 | - | 5,802 | - | 32,142 | |||||||||||||||||||||||||||
| Total current assets | 1,528,840 | 259,812 | 244,780 | 344,799 | 9,527 | 493,385 | 188,173 | (184,452 | ) | 2,884,864 | ||||||||||||||||||||||||||
| Long-term trade accounts receivable, net | 851 | - | 15,654 | 666,801 | - | - | - | - | 683,306 | |||||||||||||||||||||||||||
| Long-term accounts receivable from related parties | 335,150 | - | 19,700 | 42 | 11,536 | - | 584,596 | (307,127 | ) | 643,897 | ||||||||||||||||||||||||||
| Prepaid expenses | - | 981 | 20,558 | 1,894 | 684 | - | - | (510 | ) | 23,607 | ||||||||||||||||||||||||||
| Other long-term accounts receivable | 10,448 | 86,815 | - | - | 7,346 | 57,243 | 39,508 | - | 201,360 | |||||||||||||||||||||||||||
| Investments in associates and joint ventures | 108,038 | 8,951 | - | - | - | 5,443 | 1,559,672 | (1,650,931 | ) | 31,173 | ||||||||||||||||||||||||||
| Investment property | - | - | - | - | - | 22,416 | 42,558 | (1,963 | ) | 63,011 | ||||||||||||||||||||||||||
| Property, plant and equipment, net | 142,228 | 153,456 | 7,056 | 749 | 181 | 6,845 | 1,653 | (8,998 | ) | 303,170 | ||||||||||||||||||||||||||
| Intangible assets, net | 142,499 | 257,580 | 322,625 | 351 | - | 733 | 14,575 | 5,028 | 743,391 | |||||||||||||||||||||||||||
| Right-of-use assets, net | 3,825 | 3,890 | 5,308 | 61 | 17 | 1,888 | 40,789 | (8,061 | ) | 47,717 | ||||||||||||||||||||||||||
| Deferred income tax asset | 179,319 | 4,717 | 21,304 | - | 644 | 16,960 | 47,038 | 5,094 | 275,076 | |||||||||||||||||||||||||||
| Total non-current assets | 922,358 | 516,390 | 412,205 | 669,898 | 20,408 | 111,528 | 2,330,389 | (1,967,468 | ) | 3,015,708 | ||||||||||||||||||||||||||
| Total assets | 2,451,198 | 776,202 | 656,985 | 1,014,697 | 29,935 | 604,913 | 2,518,562 | (2,151,920 | ) | 5,900,572 | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||
| Borrowings | 136,512 | 27,046 | 3,687 | 45 | 18 | 69,065 | 13,573 | (8,606 | ) | 241,340 | ||||||||||||||||||||||||||
| Bonds | 4,896 | - | 36,637 | 24,496 | - | - | 3,809 | - | 69,838 | |||||||||||||||||||||||||||
| Trade accounts payable | 767,792 | 67,686 | 44,210 | 30,637 | 464 | 30,401 | 38,894 | 683 | 980,767 | |||||||||||||||||||||||||||
| Accounts payable to related parties | 130,848 | 1,079 | 47,340 | 42,185 | 19 | 19,155 | 13,623 | (203,245 | ) | 51,004 | ||||||||||||||||||||||||||
| Current income tax | 59,407 | 15,748 | 17,920 | - | 347 | 1,058 | 478 | - | 94,958 | |||||||||||||||||||||||||||
| Other accounts payable | 560,920 | 23,116 | 38,198 | 9,104 | 791 | 91,342 | 31,510 | - | 754,981 | |||||||||||||||||||||||||||
| Provisions | 70,585 | 25,498 | 4,158 | - | - | 560 | 54,028 | - | 154,829 | |||||||||||||||||||||||||||
| Total current liabilities | 1,730,960 | 160,173 | 192,150 | 106,467 | 1,639 | 211,581 | 155,915 | (211,168 | ) | 2,347,717 | ||||||||||||||||||||||||||
| Borrowings | 5,382 | 121,693 | 1,721 | 15 | - | 5,315 | 205,244 | (810 | ) | 338,560 | ||||||||||||||||||||||||||
| Long-term bonds | 21,386 | - | 215,296 | 602,201 | - | - | 352,201 | - | 1,191,084 | |||||||||||||||||||||||||||
| Other long-term accounts payable | 54,026 | - | 8,163 | 219 | 2,862 | 24,427 | 2,672 | - | 92,369 | |||||||||||||||||||||||||||
| Long-term accounts payable to related parties | 25,957 | - | 1,006 | 88,213 | 24,671 | - | 197,844 | (286,979 | ) | 50,712 | ||||||||||||||||||||||||||
| Provisions | 56,362 | 55,279 | 33,188 | 3,039 | - | - | 181,629 | - | 329,497 | |||||||||||||||||||||||||||
| Deferred income tax liability | 18,665 | 31,187 | - | 47,515 | - | - | - | - | 97,367 | |||||||||||||||||||||||||||
| Total non-current liabilities | 181,778 | 208,159 | 259,374 | 741,202 | 27,533 | 29,742 | 939,590 | (287,789 | ) | 2,099,589 | ||||||||||||||||||||||||||
| Total liabilities | 1,912,738 | 368,332 | 451,524 | 847,669 | 29,172 | 241,323 | 1,095,505 | (498,957 | ) | 4,447,306 | ||||||||||||||||||||||||||
| Equity attributable to controlling interest in the Company | 524,807 | 378,653 | 149,904 | 125,271 | 763 | 139,728 | 1,420,221 | (1,539,531 | ) | 1,199,816 | ||||||||||||||||||||||||||
| Non-controlling interest | 13,653 | 29,217 | 55,557 | 41,757 | - | 223,862 | 2,836 | (113,432 | ) | 253,450 | ||||||||||||||||||||||||||
| Total liabilities and equity | 2,451,198 | 776,202 | 656,985 | 1,014,697 | 29,935 | 604,913 | 2,518,562 | (2,151,920 | ) | 5,900,572 | ||||||||||||||||||||||||||
- 13 -
| Operating segments financial position | ||||||||||||||||||||||||||||||||||||
| Segment reporting | ||||||||||||||||||||||||||||||||||||
| Infrastructure | ||||||||||||||||||||||||||||||||||||
| As of September 30, 2022 | Engineering and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Parent Company operations | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalent | 189,076 | 138,008 | 152,519 | 168,194 | 8,651 | 116,173 | 225,629 | - | 998,250 | |||||||||||||||||||||||||||
| Trade accounts receivables, net | 495,424 | 99,893 | 38,608 | 112,645 | 728 | 15,331 | 1,013 | - | 763,642 | |||||||||||||||||||||||||||
| Work in progress | 207,938 | - | - | - | - | - | - | - | 207,938 | |||||||||||||||||||||||||||
| Accounts receivable from related parties | 110,391 | 24 | 31,631 | 3,866 | 7,765 | 807 | 120,028 | (244,646 | ) | 29,866 | ||||||||||||||||||||||||||
| Other accounts receivable | 277,113 | 38,714 | 36,963 | 18,995 | 315 | 6,536 | 7,497 | 2 | 386,135 | |||||||||||||||||||||||||||
| Inventories, net | 38,615 | 31,093 | 9,663 | 41,600 | - | 309,107 | - | (1,583 | ) | 428,495 | ||||||||||||||||||||||||||
| Prepaid expenses | 9,636 | 2,808 | 6,217 | 6,571 | 249 | 1,055 | 7,940 | - | 34,476 | |||||||||||||||||||||||||||
| Total current assets | 1,328,193 | 310,540 | 275,601 | 351,871 | 17,708 | 449,009 | 362,107 | (246,227 | ) | 2,848,802 | ||||||||||||||||||||||||||
| Long-term trade accounts receivable, net | 18,100 | - | 15,786 | 678,146 | - | - | - | - | 712,032 | |||||||||||||||||||||||||||
| Long-term accounts receivable from related parties | 324,584 | - | 26,568 | 42 | 3,771 | - | 764,066 | (548,311 | ) | 570,720 | ||||||||||||||||||||||||||
| Prepaid expenses | - | 981 | 18,663 | 1,785 | 645 | - | 97 | (510 | ) | 21,661 | ||||||||||||||||||||||||||
| Other long-term accounts receivable | 199,481 | 88,373 | - | - | 7,346 | 53,308 | 36,532 | - | 385,040 | |||||||||||||||||||||||||||
| Inventories, net | - | - | - | - | - | 65,494 | - | - | 65,494 | |||||||||||||||||||||||||||
| Investments in associates and joint ventures | 107,830 | 11,298 | - | - | - | 2,829 | 1,609,558 | (1,709,790 | ) | 21,725 | ||||||||||||||||||||||||||
| Investment property | - | - | - | - | - | 20,280 | 41,085 | (1,963 | ) | 59,402 | ||||||||||||||||||||||||||
| Property, plant and equipment, net | 119,821 | 164,301 | 6,854 | 2,217 | 157 | 6,616 | 1,219 | (8,998 | ) | 292,187 | ||||||||||||||||||||||||||
| Intangible assets, net | 130,546 | 317,474 | 287,676 | 266 | - | 593 | 13,558 | 4,238 | 754,351 | |||||||||||||||||||||||||||
| Right-of-use assets, net | 1,373 | 9,822 | 6,010 | 32 | 5 | 174 | 33,636 | (2,029 | ) | 49,023 | ||||||||||||||||||||||||||
| Deferred income tax asset | 180,824 | 4,784 | 25,626 | - | 650 | 18,309 | 64,489 | 5,062 | 299,744 | |||||||||||||||||||||||||||
| Total non-current assets | 1,082,559 | 597,033 | 387,183 | 682,488 | 12,574 | 167,603 | 2,564,240 | (2,262,301 | ) | 3,231,379 | ||||||||||||||||||||||||||
| Total assets | 2,410,752 | 907,573 | 662,784 | 1,034,359 | 30,282 | 616,612 | 2,926,347 | (2,508,528 | ) | 6,080,181 | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||
| Borrowings | 21,690 | 35,213 | 3,255 | 28 | 5 | 46,692 | 498,788 | (2,106 | ) | 603,565 | ||||||||||||||||||||||||||
| Bonds | 4,283 | - | 41,078 | 29,566 | - | - | - | - | 74,927 | |||||||||||||||||||||||||||
| Trade accounts payable | 736,353 | 95,277 | 47,820 | 39,831 | 196 | 33,924 | 16,221 | 5,827 | 975,449 | |||||||||||||||||||||||||||
| Accounts payable to related parties | 441,272 | 3,452 | 34,159 | 30,282 | 24 | 17,559 | 19,619 | (486,177 | ) | 60,190 | ||||||||||||||||||||||||||
| Current income tax | 9,592 | 1,127 | 7,176 | - | 397 | 3,101 | 709 | - | 22,102 | |||||||||||||||||||||||||||
| Other accounts payable | 525,961 | 22,423 | 83,021 | 9,088 | 676 | 158,328 | 31,286 | - | 830,783 | |||||||||||||||||||||||||||
| Provisions | 71,267 | 15,418 | 3,170 | - | - | 557 | 27,128 | - | 117,540 | |||||||||||||||||||||||||||
| Total current liabilities | 1,810,418 | 172,910 | 219,679 | 108,795 | 1,298 | 260,161 | 593,751 | (482,456 | ) | 2,684,556 | ||||||||||||||||||||||||||
| Borrowings | 2,333 | 115,092 | 2,684 | - | - | 12,020 | 202,921 | - | 335,050 | |||||||||||||||||||||||||||
| Long-term bonds | 17,437 | - | 187,199 | 599,346 | - | - | - | - | 803,982 | |||||||||||||||||||||||||||
| Other long-term accounts payable | 58,504 | - | 4,246 | 169 | 2,789 | - | 2,697 | - | 68,405 | |||||||||||||||||||||||||||
| Long-term accounts payable to related parties | 7,330 | 59,760 | 1,006 | 38,817 | 25,434 | - | 209,513 | (312,043 | ) | 29,817 | ||||||||||||||||||||||||||
| Provisions | 18,516 | 66,402 | 11,127 | 3,934 | - | - | 486,202 | - | 586,181 | |||||||||||||||||||||||||||
| Deferred income tax liability | 17,767 | 46,915 | - | 57,714 | - | - | - | - | 122,396 | |||||||||||||||||||||||||||
| Total non-current liabilities | 121,887 | 288,169 | 206,262 | 699,980 | 28,223 | 12,020 | 901,333 | (312,043 | ) | 1,945,831 | ||||||||||||||||||||||||||
| Total liabilities | 1,932,305 | 461,079 | 425,941 | 808,775 | 29,521 | 272,181 | 1,495,084 | (794,499 | ) | 4,630,387 | ||||||||||||||||||||||||||
| Equity attributable to controlling interest in the Company | 471,071 | 412,189 | 177,706 | 169,188 | 761 | 139,919 | 1,428,424 | (1,600,392 | ) | 1,198,866 | ||||||||||||||||||||||||||
| Non-controlling interest | 7,376 | 34,305 | 59,137 | 56,396 | - | 204,512 | 2,839 | (113,637 | ) | 250,928 | ||||||||||||||||||||||||||
| Total liabilities and equity | 2,410,752 | 907,573 | 662,784 | 1,034,359 | 30,282 | 616,612 | 2,926,347 | (2,508,528 | ) | 6,080,181 | ||||||||||||||||||||||||||
- 14 -
Operating segment performance
Segment reporting
| Infrastructure | ||||||||||||||||||||||||||||||||||||
| For the period ended September 30, 2021 | Engineering and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Parent Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
| Revenue | 1,783,054 | 376,616 | 374,467 | 260,366 | 2,694 | 144,734 | 50,621 | (250,228 | ) | 2,742,324 | ||||||||||||||||||||||||||
| Gross profit (loss) | 80,019 | 82,927 | 56,063 | 68,753 | 724 | 21,085 | 8,382 | (36,748 | ) | 281,205 | ||||||||||||||||||||||||||
| Administrative expenses | (92,214 | ) | (10,500 | ) | (12,267 | ) | (11,493 | ) | (335 | ) | (10,941 | ) | (26,793 | ) | 38,748 | (125,795 | ) | |||||||||||||||||||
| Other income and expenses, net | (3,224 | ) | (2,434 | ) | (1,808 | ) | 1,215 | (15 | ) | 992 | (1,008 | ) | (290 | ) | (6,572 | ) | ||||||||||||||||||||
| Operating (loss) profit | (15,419 | ) | 69,993 | 41,988 | 58,475 | 374 | 11,136 | (19,419 | ) | 1,710 | 148,838 | |||||||||||||||||||||||||
| Financial expenses | (79,538 | ) | (9,144 | ) | (21,100 | ) | (6,806 | ) | (91 | ) | (8,804 | ) | (73,699 | ) | 24,135 | (175,047 | ) | |||||||||||||||||||
| Financial income | 1,441 | 3,147 | 2,979 | 382 | 384 | 2,454 | 17,802 | (24,512 | ) | 4,077 | ||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | 12,200 | (12,200 | ) | - | ||||||||||||||||||||||||||
| Share of profit or loss in associates | ||||||||||||||||||||||||||||||||||||
| and joint ventures | (1,712 | ) | 2,046 | - | - | - | 830 | 2,331 | (1,073 | ) | 2,422 | |||||||||||||||||||||||||
| (Loss) profit before income tax | (95,228 | ) | 66,042 | 23,867 | 52,051 | 667 | 5,616 | (60,785 | ) | (11,940 | ) | (19,710 | ) | |||||||||||||||||||||||
| Income tax | 7,596 | (18,248 | ) | (6,279 | ) | (16,384 | ) | (266 | ) | (1,850 | ) | (3,770 | ) | (32 | ) | (39,233 | ) | |||||||||||||||||||
| (Loss) profit from continuing operations | (87,632 | ) | 47,794 | 17,588 | 35,667 | 401 | 3,766 | (64,555 | ) | (11,972 | ) | (58,943 | ) | |||||||||||||||||||||||
| Loss from discontinuing operations | - | - | - | - | - | - | (21,175 | ) | 178 | (20,997 | ) | |||||||||||||||||||||||||
| (Loss) profit for the period | (87,632 | ) | 47,794 | 17,588 | 35,667 | 401 | 3,766 | (85,730 | ) | (11,794 | ) | (79,940 | ) | |||||||||||||||||||||||
| (Loss) profit from attributable to: | ||||||||||||||||||||||||||||||||||||
| Owners of the Company | (84,528 | ) | 42,838 | 10,989 | 26,750 | 401 | (1,525 | ) | (85,668 | ) | (12,743 | ) | (103,486 | ) | ||||||||||||||||||||||
| Non-controlling interest | (3,104 | ) | 4,956 | 6,599 | 8,917 | - | 5,291 | (62 | ) | 949 | 23,546 | |||||||||||||||||||||||||
| (87,632 | ) | 47,794 | 17,588 | 35,667 | 401 | 3,766 | (85,730 | ) | (11,794 | ) | (79,940 | ) | ||||||||||||||||||||||||
- 15 -
Operating segment performance
Segment reporting
| Infrastructure | ||||||||||||||||||||||||||||||||||||
| For the Period ended September 30, 2022 | Engineering and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Parent Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
| Revenue | 2,084,879 | 464,289 | 384,180 | 292,796 | 3,234 | 125,167 | 51,461 | (225,943 | ) | 3,180,063 | ||||||||||||||||||||||||||
| Gross profit (loss) | 47,702 | 88,183 | 69,418 | 97,627 | 1,704 | 34,218 | 12,065 | (37,661 | ) | 313,256 | ||||||||||||||||||||||||||
| Administrative expenses | (83,104 | ) | (10,090 | ) | (11,958 | ) | (7,779 | ) | (557 | ) | (10,132 | ) | (26,531 | ) | 41,220 | (108,931 | ) | |||||||||||||||||||
| Other income and expenses, net | 38,701 | 5,529 | 24,101 | (842 | ) | - | (2,902 | ) | (318,224 | ) | (2,438 | ) | (256,075 | ) | ||||||||||||||||||||||
| Operating (loss) profit | 3,299 | 83,622 | 81,561 | 89,006 | 1,147 | 21,184 | (332,690 | ) | 1,121 | (51,750 | ) | |||||||||||||||||||||||||
| Financial expenses | (54,514 | ) | (14,887 | ) | (17,720 | ) | (5,819 | ) | (85 | ) | (13,835 | ) | (143,235 | ) | 43,051 | (207,044 | ) | |||||||||||||||||||
| Financial income | 1,629 | 1,117 | 1,982 | 1,889 | 103 | 8,105 | 50,319 | (46,194 | ) | 18,950 | ||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | 9,760 | (9,760 | ) | - | ||||||||||||||||||||||||||
| Share of profit or loss in associates and joint ventures | 121 | 2,347 | - | - | - | 703 | 75,836 | (77,321 | ) | 1,686 | ||||||||||||||||||||||||||
| (Loss) profit before income tax | (49,465 | ) | 72,199 | 65,823 | 85,076 | 1,165 | 16,157 | (340,010 | ) | (89,103 | ) | (238,158 | ) | |||||||||||||||||||||||
| Income tax | (770 | ) | (23,375 | ) | (12,818 | ) | (26,520 | ) | (404 | ) | (5,481 | ) | 16,732 | (33 | ) | (52,669 | ) | |||||||||||||||||||
| (Loss) profit from continuing operations | (50,235 | ) | 48,824 | 53,005 | 58,556 | 761 | 10,676 | (323,278 | ) | (89,136 | ) | (290,827 | ) | |||||||||||||||||||||||
| (Loss) profit for the period | (50,235 | ) | 48,824 | 53,005 | 58,556 | 761 | 10,676 | (323,278 | ) | (89,136 | ) | (290,827 | ) | |||||||||||||||||||||||
| (Loss) profit from attributable to: | ||||||||||||||||||||||||||||||||||||
| Owners of the Company | (50,215 | ) | 43,226 | 42,981 | 43,917 | 761 | 190 | (323,282 | ) | (89,122 | ) | (331,544 | ) | |||||||||||||||||||||||
| Non-controlling interest | (20 | ) | 5,598 | 10,024 | 14,639 | - | 10,486 | 4 | (14 | ) | 40,717 | |||||||||||||||||||||||||
| (50,235 | ) | 48,824 | 53,005 | 58,556 | 761 | 10,676 | (323,278 | ) | (89,136 | ) | (290,827 | ) | ||||||||||||||||||||||||
- 16 -
| 8. | CASH AND CASH EQUIVALENTS |
This account comprises:
| As of December 31, | As of September 30, | |||||||
| 2021 | 2022 | |||||||
| Cash on hand | 936 | 949 | ||||||
| Deposits in-transit | 2,222 | 1,957 | ||||||
| Bank accounts | ||||||||
| Current accounts | 142,029 | 189,623 | ||||||
| Banco de la Nacion | 19,847 | 23,654 | ||||||
| Time deposits and mutual funds (a) | 205,364 | 294,213 | ||||||
| 367,240 | 507,490 | |||||||
| Escrow account (b) | ||||||||
| Operational funds | 261,001 | 275,690 | ||||||
| Reserve funds | 163,939 | 112,656 | ||||||
| Consortium funds | 78,589 | 98,403 | ||||||
| Guarantee funds | 83,251 | 1,105 | ||||||
| 586,780 | 487,854 | |||||||
| Total Cash and cash equivalents | 957,178 | 998,250 | ||||||
| (a) | The Corporation maintains current accounts with local and foreign financial institution that include time deposits with maturities less than 90 days and may be renewed upon maturity. As of September 30, 2022, these deposits earn interest that fluctuated between 2.28% and 7.28% (0.26% and 1.75%, as of December 31, 2021). |
| (b) | The Corporation maintains trust accounts in local and foreign financial institutions for the exclusive use of operations in projects and join operations. |
The reserve funds for the payments of bonds issued and other obligations of the Corporation corresponds to:
| As of December 31, |
As of September 30, |
|||||||
| 2021 | 2022 | |||||||
| Tren Urbano de Lima S.A. | 103,269 | 62,867 | ||||||
| Red Vial 5 S.A. | 22,531 | 22,187 | ||||||
| AENZA S.A.A. | 7,386 | 27,602 | ||||||
| Cumbra Ingenieria S.A. | 12,760 | - | ||||||
| Unna Energia S.A. | 17,993 | - | ||||||
| 163,939 | 112,656 | |||||||
- 17 -
| 9. | TRADE ACCOUNTS RECEIVABLES, NET |
This caption comprises the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Receivables (net) (a) | 773,575 | 818,242 | 269,427 | 306,777 | 504,148 | 511,465 | ||||||||||||||||||
| Unbilled receivables (net) - Subsidiaries (b) | 209,258 | 349,774 | 209,258 | 333,346 | - | 16,428 | ||||||||||||||||||
| Unbilled receivables (net) - Concessions (c) | 290,753 | 307,658 | 111,595 | 123,519 | 179,158 | 184,139 | ||||||||||||||||||
| 1,273,586 | 1,475,674 | 590,280 | 763,642 | 683,306 | 712,032 | |||||||||||||||||||
| (a) | Accounts Receivables are shown net of impairment of S/43.9 million and discounted at present value for S/0.8 million. (S/44.4 million for impairment, and S/0.9 million for present value, as of December 31, 2021). Aging is breakdown as follows: |
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Current | 683,921 | 774,506 | ||||||
| Past due up to 30 days | 41,222 | 22,339 | ||||||
| Past due from 31 days up to 90 days | 11,668 | 3,635 | ||||||
| Past due from 91 days up to 120 days | 15,814 | 1,436 | ||||||
| Past due from 121 days up to 360 days | 7,070 | 3,063 | ||||||
| Past due over 360 days | 13,880 | 13,263 | ||||||
| 773,575 | 818,242 | |||||||
As of September 30, 2022, overdue amount over 360 days mainly includes invoices receivable from subsidiaries: Cumbra Peru S.A. for S/5.6 million, Unna Transporte S.A.C. for S/6.9 million, Cumbra Ingenieria S.A. for S/0.7 million (Cumbra Peru S.A. for S/9.5 million, Unna Transporte S.A.C. for S/2.7 million and Cumbra Ingenieria S.A. for S/1.6 million, as of December 31, 2021).
| (b) | The unbilled amounts correspond to Engineering and Construction segment, based on estimates of completion percentage of progress for services rendered not billed yet, and provided services pending to be billed, these are presented net of impairment for S/4 million, and discounted to present value for S/5.4 million (S/5.2 million for impairment, and S/5.9 million for present value, as of December 31, 2021), and detailed by subsidiary: |
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Cumbra Peru S.A. | 170,063 | 301,913 | ||||||
| Cumbra Ingenieria S.A. | 24,177 | 36,524 | ||||||
| Unna Transporte S.A.C. | 10,291 | 6,447 | ||||||
| Unna Energia S.A. | 4,718 | 4,179 | ||||||
| Others | 9 | 711 | ||||||
| 209,258 | 349,774 | |||||||
- 18 -
| (c) | Unbilled receivables from concessions correspond to future invoice according to Concession Contract terms, as detailed below: |
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Tren Urbano de Lima S.A. | 256,526 | 266,379 | ||||||
| Carretera Andina del Sur S.A.C. | 12,667 | 13,662 | ||||||
| Red Vial 5 S.A. | 16,451 | 23,398 | ||||||
| Carretera Sierra Piura S.A.C. | 4,489 | 3,491 | ||||||
| Concesionaria La Chira S.A. | 620 | 728 | ||||||
| 290,753 | 307,658 | |||||||
| 10. | WORK IN PROGRESS |
This caption comprises the following:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Cumbra Peru S.A. | 304,940 | 201,372 | ||||||
| Cumbra Ingenieria S.A. | 4,123 | 6,566 | ||||||
| 309,063 | 207,938 | |||||||
Work in progress costs include all cost incurred related to future activities for construction contracts. The Corporation estimates that all costs incurred will be billed and collected under the normal course of business.
Main projects included in work in progress are detailed as follows:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Vial y Vives - DSD S.A. - Modernizacion y ampliacion de la Planta Arauco (i) | 139,025 | - | ||||||
| Vial y Vives - DSD S.A. - Proyecto Quebrada Blanca | 64,777 | 104,158 | ||||||
| Cumbra Peru S.A. - Planta Concentradora y tunel Quellaveco | 82,253 | 60,019 | ||||||
| Cumbra Peru S.A. - Aeropuerto Jorge Chavez | 16,602 | - | ||||||
| Cumbra Peru S.A. - EPC Captacion agua de mar y afuentes | - | 13,314 | ||||||
| Cumbra Peru S.A. - Taller de mantenimiento refineria Toquepala | - | 5,998 | ||||||
| Cumbra Peru S.A. - Planta de Hidrogeno | - | 5,693 | ||||||
| Morelco S.A.S. - Estaciones Cenit | 108 | 4,862 | ||||||
| Cumbra Ingenieria S.A. - Captacion agua de mar | 4,123 | 4,383 | ||||||
| Cumbra Peru S.A. - CPF Quellaveco | - | 4,000 | ||||||
| Others | 2,175 | 5,511 | ||||||
| 309,063 | 207,938 | |||||||
i) The decrease is due to the approval of additional scope for US$36 million and project completion during the second semester of the year.
- 19 -
| 11. | TRANSACTIONS WITH RELATED PARTIES |
| a) | Transactions with related parties |
Major transactions for the periods ended September 30, 2021, and 2022 between the Company and its related parties are summarized as follows:
| 2021 | 2022 | |||||||
| Revenue from sales of goods and services: | ||||||||
| - Joint operations | 13,035 | 34,353 | ||||||
| 13,035 | 34,353 | |||||||
Inter-company services are agreed based on market terms and conditions as if they had been agreed with third parties.
| b) | Balances of transactions with related parties |
| As of December 31, | As of September 30, | |||||||||||||||
| 2021 | 2022 | |||||||||||||||
| Receivable | Payable | Receivable | Payable | |||||||||||||
| Current portion: | ||||||||||||||||
| Joint operations | ||||||||||||||||
| Consorcio Rio Urubamba | 9,792 | - | 9,775 | - | ||||||||||||
| Consorcio Rio Mantaro | - | 7,043 | - | 11,542 | ||||||||||||
| Consorcio Inti Punku | 1,865 | 1,733 | 3,293 | 10,408 | ||||||||||||
| Consorcio Constructor Chavimochic | - | 9,301 | - | 9,851 | ||||||||||||
| Consorcio Manperan | 1,389 | 4,968 | 2,840 | 3,470 | ||||||||||||
| Consorcio TNT Vial y Vives - DSD Chile Ltda | - | 633 | 8,053 | 2,378 | ||||||||||||
| Consorcio Peruano de Conservacion | 654 | 2,392 | 712 | 2,612 | ||||||||||||
| Consorcio Vial Quinua | - | 1,947 | - | 1,947 | ||||||||||||
| Consorcio GyM Conciviles | 1,479 | 1,074 | 1,474 | 1,250 | ||||||||||||
| Consorcio Italo Peruano | 1,394 | 106 | 1,467 | 425 | ||||||||||||
| Consorcio CDEM | - | 1,545 | - | - | ||||||||||||
| Otros menores | 1,533 | 3,142 | 2,252 | 1,963 | ||||||||||||
| 18,106 | 33,884 | 29,866 | 45,846 | |||||||||||||
| Other related parties | ||||||||||||||||
| Ferrovias S.A. | - | 15,513 | - | 14,344 | ||||||||||||
| Peru Piping Spools S.A.C. | 2,711 | 1,607 | - | - | ||||||||||||
| 2,711 | 17,120 | - | 14,344 | |||||||||||||
| Current portion | 20,817 | 51,004 | 29,866 | 60,190 | ||||||||||||
| Non-current portion | ||||||||||||||||
| Gasoducto Sur Peruano S.A. | 643,897 | - | 570,720 | - | ||||||||||||
| Ferrovias S.A. | - | 14,690 | - | 14,935 | ||||||||||||
| Ferrovias Participaciones S.A. | - | 36,022 | - | 14,882 | ||||||||||||
| Non-current | 643,897 | 50,712 | 570,720 | 29,817 | ||||||||||||
Accounts receivable and payable are mainly of current maturity, except for accounts receivable from Gasoducto Sur Peruano S.A. (GSP), Ferrovias S.A. and Ferrovias Participaciones S.A., which have no specific guarantees. These balances do not generate interest considering their maturity in short term.
The non-current account receivable mainly corresponds to the obligations arising from the early termination of the GSP project. As of September 30, 2022, the balance include: (i) account receivable book value net of impairment recorded by the parent Company for S/401 million, and present value of S/144 million (S/400 million and S/77 million, as of December 31, 2021, respectively) using the discounted cash flow method, at a rate of 5.73% (2.73% in 2021), (ii) in Cumbra Peru S.A. accounts receivable and unbilled receivables balances from Consorcio Constructor Ductos del Sur (CCDS) to GSP for S/314 million, which includes S/289 million receivables from CCDS and S/25 million for loss of profits (as of December 31, 2021, S/321 million which includes S/289 million and S/32 million, respectively).
- 20 -
| 12. | OTHER ACCOUNTS RECEIVABLE |
This caption comprises the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Claims to third parties | 248,770 | 256,516 | 218,892 | 155,799 | 29,878 | 100,717 | ||||||||||||||||||
| Guarantee deposits | 199,132 | 250,269 | 185,334 | 111,345 | 13,798 | 138,924 | ||||||||||||||||||
| Credit from public institutions and recoverable taxes | 139,745 | 137,231 | 100,298 | 100,147 | 39,447 | 37,084 | ||||||||||||||||||
| Petroleos del Peru S.A.- Petroperu S.A. | 106,077 | 106,624 | 19,262 | 18,251 | 86,815 | 88,373 | ||||||||||||||||||
| Advances to suppliers | 33,769 | 53,814 | 33,769 | 53,814 | - | - | ||||||||||||||||||
| Inversiones Majes S.A. | 27,193 | 21,246 | - | - | 27,193 | 21,246 | ||||||||||||||||||
| Restricted funds | 7,346 | 38,670 | - | 31,324 | 7,346 | 7,346 | ||||||||||||||||||
| Accounts receivable from personneel | 16,963 | 4,513 | 16,963 | 4,513 | - | - | ||||||||||||||||||
| Other minors | 38,993 | 34,646 | 38,854 | 34,526 | 139 | 120 | ||||||||||||||||||
| 817,987 | 903,529 | 613,371 | 509,719 | 204,616 | 393,810 | |||||||||||||||||||
| Impairment | (129,569 | ) | (132,354 | ) | (126,313 | ) | (123,584 | ) | (3,256 | ) | (8,770 | ) | ||||||||||||
| 688,418 | 771,175 | 487,058 | 386,135 | 201,360 | 385,040 | |||||||||||||||||||
The fair value of the other short-term accounts receivable is similar to their book value due to their short-term maturity. The non-current portion corresponds mainly to non-financial assets such as claims to third parties and tax credits. Other non-current accounts receivable maintain maturities that vary between 2 and 5 years.
The maximum exposure to credit risk as of the reporting date is the carrying amount of each class of other accounts receivable mentioned.
| 13. | INVESTMENTS IN ASSOCIATES AND JOINT VENTURES |
This caption comprises the following:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Associates | 22,047 | 10,321 | ||||||
| Joint ventures | 9,126 | 11,404 | ||||||
| 31,173 | 21,725 | |||||||
- 21 -
Movement of our investments in associates for the periods ended September 30, 2021, and 2022 is as follows:
| 2021 | 2022 | |||||||
| Balance as of January 1 | 35,516 | 31,173 | ||||||
| Equity interest in results | 2,422 | 1,686 | ||||||
| Dividends received | (2,236 | ) | (380 | ) | ||||
| Capital reduction | - | (2,937 | ) | |||||
| Investment impairment | - | (7,489 | ) | |||||
| Investment disposal | - | (278 | ) | |||||
| Conversion adjustment | (14 | ) | (50 | ) | ||||
| Balance as of September 30 | 35,688 | 21,725 | ||||||
Concesionaria Chavimochic S.A.C.
Concesionaria Chavimochic S.A. was the entity granted with the concession for an irrigation project in the province of La Libertad with the following main items: a) design and construction of the work required for the third-stage of the Chavimochic irrigation project; b) operation and maintenance; and c) water supply to Project users. Construction activities started in 2015, the concession period was 25 years and total investment amounts was estimated in US$647 million. The third stage scope of work of the Chavimochic Irrigation Project was structured in two phases. As to the date of this report, works comprising the first phase of the project (Palo Redondo Dam) are 70% complete.
The Grantor and the Ministry of Agriculture and Irrigation (MINAGRI by its acronym in Spanish), with the intervention of the Chavimochic Special Project, have signed an Agreement to allow MINAGRI to subrogate the ownership of the Project, within the framework of Emergency Decree N°021-2020.
During the beginning of 2017, Concesionaria Chavimochic initiated contract’s process for anticipated termination of the Concession Agreement due to Grantor´s contract breach. Due to this situation, all activities were suspended in December 2017. The Concessionaire initiated an arbitration process at the United Nations International Commercial Law Commission (CNUDI by its acronym in Spanish), which Arbitration Award is dated April 28, 2022, and notified on October 4, 2022.
Finally, as of the date of this report, the Arbitration Award is being evaluated within the framework of the CNUDI Arbitration rules and applicable regulations for the safeguarding of Concesionaria Chavimochic rights.
- 22 -
| 14. | INVESTMENT PROPERTY, PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND RIGHT-OF-USE ASSETS |
The movement in investment property, property, plant and equipment, intangible assets and right-of-use assets accounts for the periods ended September 30, 2021, and 2022, are as follows:
| Property, | ||||||||||||||||
| Investment | plant and | Intangibles | Right-of-use | |||||||||||||
| property | equipment | assets | assets | |||||||||||||
| (a) | (a) | (b) | (a) | |||||||||||||
| Net cost as of January 1, 2021 | 26,073 | 405,469 | 791,990 | 64,518 | ||||||||||||
| Additions | 124 | 24,881 | 28,558 | 5,707 | ||||||||||||
| Reclassifications and disposals | (1,480 | ) | (2,946 | ) | (85 | ) | (425 | ) | ||||||||
| Conversion adjustments | 24 | 410 | 1,381 | 39 | ||||||||||||
| Deductions for sale of assets | - | (6,587 | ) | - | - | |||||||||||
| Depreciation, amortization | (1,789 | ) | (56,438 | ) | (74,153 | ) | (17,577 | ) | ||||||||
| Net cost as of September 30, 2021 | 22,952 | 364,789 | 747,691 | 52,262 | ||||||||||||
| Net cost as of January 1, 2022 | 63,011 | 303,170 | 743,391 | 47,717 | ||||||||||||
| Additions | 53 | 41,095 | 101,952 | 14,578 | ||||||||||||
| Reclassifications and disposals | (673 | ) | (731 | ) | (2,885 | ) | 411 | |||||||||
| Conversion adjustments | - | (7,555 | ) | (13,641 | ) | (53 | ) | |||||||||
| Deductions for sale of assets | - | (3,929 | ) | - | - | |||||||||||
| Depreciation, amortization | (2,989 | ) | (39,863 | ) | (74,466 | ) | (13,630 | ) | ||||||||
| Net cost as of September 30, 2022 | 59,402 | 292,187 | 754,351 | 49,023 | ||||||||||||
| (a) | Investment property, property, plant and equipment and right-of-use assets |
As of September 30, 2022, additions mainly correspond to energy segment, for machinery, work in progress, replacement units, buildings and other equipment totaling S/30.6 million. Likewise, additions in engineering and construction segment, for machinery and other equipment for S/5.9 million; and additions in infrastructure segment, for buildings, machinery, furniture and fixtures and other equipment for S/2.9 million (As of September 30, 2021, correspond mainly to additions in engineering and construction segment, for machinery and other equipment for a total of S/16.7 million, as well as additions in energy segment, for works in progress in S/4.2 million).
During the last quarter of 2021, the net value corresponding to the property located at Av Paseo de la Republica 4675 has been reclassified to Investment Properties due to management’s decision to lease the building to third parties.
As of September 30, 2022, additions to right-of-use assets mainly correspond to lease agreements in the energy segment, for the acquisition of vehicles, machinery, and equipment for a total of S/10.1 million (as of September 30, 2021, mainly correspond to additions in the infrastructure segment for vehicles for a total of S/1.9 million).
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For the periods ended September 30, 2021, and 2022, depreciation of property, plant and equipment, investment property and right-of-use assets is presented in the consolidated statement of income as follows:
| 2021 | 2022 | |||||||
| Cost of sale of goods and services (Note 21) | 63,085 | 52,148 | ||||||
| Administrative expenses (Note 21) | 3,886 | 4,334 | ||||||
| Depreciation from discontinued operations | 8,833 | - | ||||||
| Total depreciation | 75,804 | 56,482 | ||||||
| (-) Depreciation related to investment property (Note 14) | (1,789 | ) | (2,989 | ) | ||||
| (-) Depreciation related to right-of-use assets (Note 14) | (17,577 | ) | (13,630 | ) | ||||
| Total depreciation of property, plant and equipment | 56,438 | 39,863 | ||||||
| (b) | Intangible assets |
As of September 30, 2022, additions mainly correspond to energy segment due to investments in the preparation of wells and other assets for S/89.7 million; additions to infrastructure segment due to concessions and licenses for S/6.2 million; and additions to engineering and construction segment due to investment in software and development expenses for S/6 million (as of September 30, 2021, additions mainly correspond to energy segment due to investments in the preparation of wells for S/19 million; additions to engineering and construction segment due to investment in software and development expenses for S/4.6 million; and additions to infrastructure segment due to concessions and licenses for S/3.2 million).
For the periods ended September 30, 2021, and 2022, the breakdown of intangible amortization included in the consolidated statement of income is as follows:
| 2021 | 2022 | |||||||
| Cost of sale of goods and services (Note 21) | 69,874 | 72,288 | ||||||
| Administrative expenses (Note 21) | 3,336 | 2,178 | ||||||
| Amortization from discontinued operations | 943 | - | ||||||
| Total amortization for the period | 74,153 | 74,466 | ||||||
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Goodwill
Management reviews businesses results based on the type of economic activity developed. The cash-generating units are distributed in the following segments:
| 2021 | 2022 | |||||||
| Engineering and construction | 36,345 | 31,815 | ||||||
| Electromechanical | 20,735 | 20,735 | ||||||
| 57,080 | 52,550 | |||||||
| 15. | BORROWINGS |
This caption comprises the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Bank loans (a) | 343,679 | 694,053 | 217,935 | 571,423 | 125,744 | 122,630 | ||||||||||||||||||
| Other financial entities (b) | 165,878 | 178,220 | 3,746 | 12,540 | 162,132 | 165,680 | ||||||||||||||||||
| Lease liability for right-of-use asset | 60,507 | 60,321 | 14,541 | 15,248 | 45,966 | 45,073 | ||||||||||||||||||
| Finance leases | 9,836 | 6,021 | 5,118 | 4,354 | 4,718 | 1,667 | ||||||||||||||||||
| 579,900 | 938,615 | 241,340 | 603,565 | 338,560 | 335,050 | |||||||||||||||||||
| (a) | Bank loans |
As of December 31, 2021 and as of September 30, 2022, this item comprises bank loans in local and foreign currencies for working capital purposes. These obligations accrue fixed interest rates which fluctuate between 0.9% and 11% in 2021 and between 0.9% and 17% in 2022.
| Current | Non-current | |||||||||||||||||||||
| As of | As of | As of | As of | |||||||||||||||||||
| Interest | Date of | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||
| rate | maturity | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||
| AENZA S.A.A. (i) | Term SOFR 3M + from 6.26% to 8.51% |
2023 | - | 479,616 | - | - | ||||||||||||||||
| Unna Energia S.A. (ii) | 6.04% / 7.68% | 2027 | 23,351 | 29,388 | 120,635 | 110,168 | ||||||||||||||||
| Viva Negocio Inmobiliario S.A. (iii) | 7.00% / 11.35% | 2024 | 64,679 | 43,472 | 583 | 10,353 | ||||||||||||||||
| Cumbra Peru S.A. (iv - v) | 0.92% / 17.26% | 2025 | 129,905 | 18,947 | 4,526 | 2,109 | ||||||||||||||||
| 217,935 | 571,423 | 125,744 | 122,630 | |||||||||||||||||||
| i) | AENZA S.A.A. Bridge Loan Agreement |
On March 17, 2022, the Company entered into a bridge loan credit agreement for up to US$120 million, with a group of financial entities comprised by Banco BTG Pactual S.A. - Cayman Branch, Banco Santander Peru S.A., HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC, and Natixis, New York Branch. The financing will be repaid over a period of 18 months, in quarterly payments, and will be secured, subject to the fulfillment of certain precedent conditions, by a cash flow trust (first lien), a pledge on our shares in Unna Energia S.A. (first lien), and a trust fund over the shares of Viva Negocio Inmobiliario S.A. (second lien). On April 5, 2022, the Company received the full amount of the financing for US$120 million. The loan bears interest at the following interest rates: (i) for the first and second payment, Term SOFR + 6.26%; (ii) for the third and fourth payment, Term SOFR + 6.76%; (iii) for the fifth payment, Term SOFR + 7.51%; and (iv) for the sixth payment, Term SOFR + 7.51%. As of September 30, 2022, the total amount payable of S/479.6 million includes interest payable and net of deferred charges of S/1.5 million. As of September 30, 2022, the Company has complied with the corresponding covenants established in the contract loan.
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| ii) | Unna Energia S.A. Loan |
Terminales del Peru (hereinafter “TP”), a joint operation of the subsidiary Unna Energia S.A., has a medium-term loan agreement with Banco de Credito del Peru (hereinafter “BCP”) up to US$30 million to finance the investments committed and up to US$70 million to finance the additional investments from the operation contract of the North and Center terminals for the period 2015 to 2019, its period of availability is until December 31, 2022, with a maximum exposure limit of US$80 million. These loans are repaid within 8 years. During 2021 additional cash transfer of US$11.6 million (equivalent to S/45.1 million) was requested for the additional investments. As of September 30, 2022, the amount of financing equivalent to the 50% interest held by the subsidiary Unna Energia S.A. amounts to US$27.5 million, equivalent to S/109.5 million (US$27.2 million, equivalent to S/108.7 million, as of December 31, 2021).
In addition, during November 2019, TP signed a loan agreement to finance the additional investments from 2019 to 2023, for a credit line amounting to US$46 million with BCP. The contract confirmed the participation of an assignee, so BD Capital (BDC) acquired 50% of the BCP contractual position through the subscription of the accession contract. As of September 30, 2022, the amount of financing equivalent to the 50% interest held by the subsidiary Unna Energia S.A. amounts to US$7.8 million, equivalent to S/31.2 million (US$9.2 million, equivalent to S/36.8 million, as of December 31, 2021).
As of December 31, 2021, and as of September 30, 2022, TP is in compliance with the ratios established in the contract loan.
| iii) | Viva Negocio Inmobiliario S.A. Loan |
The balance includes the following:
| As of | As of | |||||||||||||||
| Interest | Date of | December 31, | September 30, | |||||||||||||
| rate | maturity | 2021 | 2022 | |||||||||||||
| Banco de Credito del Peru | 7.00 | % | 2022 - 2023 | 35,679 | 36,178 | |||||||||||
| Banco Interamericano de Finanzas | 11.35 | % | 2024 | 18,456 | 13,707 | |||||||||||
| BBVA Continental | 7.94 | % | 2023 - 2024 | 9,742 | 3,940 | |||||||||||
| Eldo Peru S.A.C. | 11.00 | % | 2022 | 1,385 | - | |||||||||||
| 65,262 | 53,825 | |||||||||||||||
| iv) | Financial Stability Framework Agreement |
In July 2017, the Company and its subsidiaries (Cumbra Peru S.A., Construyendo Pais S.A., Vial y Vives - DSD S.A. and Concesionaria Via Expresa Sur S.A.) signed a Financial Stability Framework Agreement with the following financial entities: Scotiabank Peru S.A., Banco Internacional del Peru S.A.A., BBVA Banco Continental, Banco de Credito del Peru, Citibank del Peru S.A. and Citibank N.A. The objectives of the Financial Stability Framework Agreement were to guarantee Cumbra Peru S.A. a syndicated revolving line for working capital, a non-revolving line of credit to finance repayment commitments subject to performance bonds; guarantee lines of credit for the issuance of the performance bond and undertake to maintain the existing letters of credit issued at the request of Cumbra Peru S.A. As of December 31, 2021, the Company complied with the obligations and covenants established in the Financial Stability Framework Agreement.
On March 29, 2022, S/28.2 million and US$0.3 million corresponding to the total balance of the Financial Stability Framework Agreement were fully paid.
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| v) | Banco Santander Peru S.A. Loan |
On December 28, 2020, Tecnicas Reunidas enforced two letters of credit for a total amount of US$23.7 million, which had been issued by Banco Santander Peru S.A. on behalf of our subsidiary Cumbra Peru S.A. as security pursuant to a construction contract. As a result, Cumbra Peru S.A. subscribed a loan with Banco Santander for principal amount of US$23.7 million (equivalent to S/85.9 million). The loan accrued interest at an annual effective interest rate of Libor + 8%. As of December 31, 2021, the debt balance was US$20.2 million, equivalent to S/80.8 million, Cumbra Peru S.A. complied with the covenants under the Loan Agreement with Banco Santander Peru S.A.
In April 2022, Cumbra Peru S.A. paid the entire debt amounting to US$20.2 million.
| (b) | Other financial entities |
Corresponds to the monetization of Red Vial 5 S.A. dividends, operation carried out on May 29, 2018, for the subscription of an investment contract 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 Red Vial 5 S.A. to the Company. With the signing of this agreement, the Company obligated itself to indirectly transfer its economic rights over 48.8% of the share capital of Red Vial 5 S.A. by transferring its class B shares (equivalent to 48.8% of the capital of Red Vial S.A.) to a vehicle specially constituted for such purposes named Inversiones en Autopistas S.A. The amount of the transaction was US$42.3 million (equivalent to S/138 million) and was completed on June 11, 2018.
Likewise, it has been agreed that the Company will have purchase options on 48.8% of Red Vial 5 S.A.’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.
In 2020, the Company recognized at fair value the liability amounting to US$42.1 million (equivalent to S/152.5 million).
As of September 30, 2022, the balance to be paid amounted to US$44.7 million, equivalent to S/178.2 million (as of December 31, 2021, balance was US$41.5 million, equivalent to S/165.8 million). Accrued interest amounted to S/7 million (as of September 30 2021, S/7.4 million).
| (c) | Fair value of borrowings |
The carrying amount and fair value of borrowings are detailed as follows:
| Carrying amount | Fair value | |||||||||||||||
| As of | As of | As of | As of | |||||||||||||
| December 31, | September 30, | December 31, | September 30, | |||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Bank loans | 343,679 | 694,053 | 372,270 | 694,141 | ||||||||||||
| Other financial entities | 165,878 | 178,220 | 165,878 | 178,220 | ||||||||||||
| Lease liability for right-of-use asset | 60,507 | 60,321 | 66,943 | 61,816 | ||||||||||||
| Finance leases | 9,836 | 6,021 | 9,097 | 5,732 | ||||||||||||
| 579,900 | 938,615 | 614,188 | 939,909 | |||||||||||||
As of September 30, 2022, the fair value is based on cash flows discounted using debt rates between 4.5% and 10% (between 3.9% and 10% as of December 31, 2021) and are included as Level 2 in the level of measurement, except for other financial entities which is measured within level 3.
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| 16. | BONDS |
This caption comprised the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Tren Urbano de Lima S.A. (a) | 626,697 | 628,912 | 24,496 | 29,566 | 602,201 | 599,346 | ||||||||||||||||||
| Red Vial 5 S.A. (b) | 251,933 | 228,277 | 36,637 | 41,078 | 215,296 | 187,199 | ||||||||||||||||||
| Cumbra Peru S.A. (c) | 26,282 | 21,720 | 4,896 | 4,283 | 21,386 | 17,437 | ||||||||||||||||||
| AENZA S.A.A. (d) | 356,010 | - | 3,809 | - | 352,201 | - | ||||||||||||||||||
| 1,260,922 | 878,909 | 69,838 | 74,927 | 1,191,084 | 803,982 | |||||||||||||||||||
| (a) | Tren Urbano de Lima S.A. |
During February 2015, the subsidiary Tren Urbano de Lima S.A. issue corporate bonds under Regulation S of the United States of America. The issuance was made in VAC soles (adjusted for the Constant Update Value) for an amount of S/629 million. The bonds have a maturity ended in November 2039 and accrue an annual effective interest rate of 4.75% (plus the VAC adjustment), present a risk rating of AA+ (local scale) granted by Apoyo & Asociados Internacionales Clasificadora de Riesgo. As of September 30, 2022, an accumulated amortization amounting to S/121.7 million has been made (S/106.9 million as of December 31, 2021).
As of September 30, 2022, the balance includes VAC adjustments and interest payable for S/137.4 million (S/121.1 million as of December 31, 2021).
The account movement of such corporate bonds for the periods ended September 30, 2021, and 2022 is as follows:
| 2021 | 2022 | |||||||
| Balance as of January, 1 | 624,454 | 626,697 | ||||||
| Amortization | (12,179 | ) | (14,716 | ) | ||||
| Accrued interest | 36,150 | 40,608 | ||||||
| Interest paid | (22,679 | ) | (23,677 | ) | ||||
| Balance as of September, 30 | 625,746 | 628,912 | ||||||
As of December 31, 2021, and as of September 30, 2022, Tren Urbano de Lima S.A. has complied with the corresponding covenants.
As of September 30, 2022, the fair value amounts to S/629.8 million (S/626.8 million, as of December 31, 2021), this is based on discounted cash flows using an annual effective interest rate of 6.34% (cash flows using an annual effective interest rate of 4.9% as of December 31, 2021) and corresponds to level 3 of the fair value hierarchy.
| (b) | Red Vial 5 S.A. |
Between 2015 and 2016, the subsidiary Red Vial 5 S.A. issued the First Corporate Bond Program on the Lima Stock Exchange for a total S/365 million. Risk rating agencies 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.
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The account movement for the periods ended September 30, 2021, and 2022 is as follows:
| 2021 | 2022 | |||||||
| Balance as of January, 1 | 280,848 | 251,933 | ||||||
| Amortization | (21,537 | ) | (23,518 | ) | ||||
| Accrued interest | 16,919 | 15,044 | ||||||
| Interest paid | (17,023 | ) | (15,182 | ) | ||||
| Balance as of September, 30 | 259,207 | 228,277 | ||||||
As of December 31, 2021, and as of September 30, 2022, Red Vial 5 S.A. has complied with the covenants.
As of September 30, 2022, fair value amounts to S/234.5 million (as of December 31, 2021, S/260 million), is based on discounted cash flows using an annual effective interest rate 8.2% (8.1% as of December 31, 2021) and is within level 2 of the fair value hierarchy.
| (c) | Cumbra Peru S.A. |
At the beginning of 2020, the subsidiary Cumbra Peru S.A. prepared the First Private Bond Program, up to a maximum amount of US$8 million.
In the first quarter of the year 2020, bonds issued amounts to US$7.8 million (equivalent to S/25.9 million) under the debt swap modality, related to its outstanding trade accounts.
The bonds mature in December 2027 and bear an annual effective interest rate of 8.5%, payment is semi-annual and have a risk rating of B-, granted by the rating company Moody’s Peru. As of September 30, 2022, the balance includes accrued interest payable for US$0.1 million, equivalent to S/0.4 million (US$0.3 million, equivalent to S/1 million, as of December 31, 2021).
The account movement for the periods ended September 30, 2021, and 2022 is as follows:
| 2021 | 2022 | |||||||
| Balance as of January, 1 | 27,457 | 26,282 | ||||||
| Amortization | (3,687 | ) | (3,812 | ) | ||||
| Exchange difference | 3,451 | (128 | ) | |||||
| Accrued interest | 1,664 | 1,403 | ||||||
| Interest paid | (2,268 | ) | (2,025 | ) | ||||
| Balance as of September, 30 | 26,617 | 21,720 | ||||||
As of September 30, 2022, the fair value amounts to S/20.8 million (S/27.1 million as of December 31, 2021), is based on discounted cash flows using a rate of 10.8% (7.4% as of December 31, 2021) and is within level 3 of the fair value hierarchy.
| (d) | AENZA S.A.A. |
On August 2021 13, AENZA S.A.A. issued bonds convertible (hereinafter, the “Bonds”) into common shares with voting rights. The total amount of the issue was US$89.9 million, issuing 89,970 bonds, each with a nominal value of US$ 1,000.
The placement of these bonds was executed locally and were made available to investors only in Peru pursuant to the provisions of the applicable current Peruvian legislation. The bonds maturity date was February 2024, bear an annual effective interest rate of 8%, and were payable on a quarterly basis.
- 29 -
Pursuant to the terms and conditions of the convertible bonds, issued, these may be converted into shares as of the sixth months from the date of issuance, according to the following procedure: 1) the conversion day was the last business day of each month; 2) the conversion may be totally or partially; 3) the conversion notice must be sent to the Bondholders’ Representative no later than 5 business days prior to the conversion date; and 4) the conversion price would be the minimum between (i) US$0.33 (Zero and 33/100 United States Dollars) per Share, and (ii) 80% of the average price of the transactions occurring thirty (30) days prior to the Conversion Date, weighted by the volume of each transaction. The conversion will be made by dividing the current nominal value of each bond by the conversion price.
As of December 31, 2021, the debt balance net of costs incurred amounted to US$89.9 million equivalent to S/356 million. Thereafter the Corporation converted entirely all bonds into common shares in two tranches, first on February 28, 2022, 11,000 bonds and secondly on March 31, 2022, 78,970 bonds (see, Note 20). On March 31, 2022, the balance of the debt was fully paid.
| 17. | TRADE ACCOUNTS PAYABLE |
This caption is comprised by the following:
| As of | As of | |||||||
| December 31, | September 30, | |||||||
| 2021 | 2022 | |||||||
| Invoices payable | 506,798 | 487,713 | ||||||
| Cost provision (a) | 468,360 | 482,366 | ||||||
| Notes payable | 5,609 | 5,370 | ||||||
| 980,767 | 975,449 | |||||||
| (a) | The cost provision include the following: |
| i) | Goods and services received not invoiced amounting to S/342.1 million for the engineering and construction segment, S/36.2 million for the infrastructure segment, S/25.4 million for the energy segment, S/22.3 million for the real estate and S/14.9 million for operations of the parent company (S/296.6 million, S/42.3 million, S/24.2 million, S/20.6 million and S/16 million, respectively, as of December 31, 2021). |
| ii) | Estimate costs to come according to the completion percentage of projects on engineering and construction segment amounting to S/41.4 million (S/68.6 million, as of December 31, 2021). |
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| 18. | OTHER ACCOUNTS PAYABLE |
This caption is comprised by the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Advances received from customers (a) | 322,680 | 423,943 | 315,644 | 420,874 | 7,036 | 3,069 | ||||||||||||||||||
| Other taxes payable | 124,004 | 136,011 | 112,737 | 134,994 | 11,267 | 1,017 | ||||||||||||||||||
| Salaries and other payable to personnel | 126,466 | 134,562 | 126,466 | 134,562 | - | - | ||||||||||||||||||
| Arbitration payable | 58,502 | 83,883 | 58,502 | 44,441 | - | 39,442 | ||||||||||||||||||
| Consorcio Ductos del Sur - payable (b) | 77,665 | 33,126 | 29,242 | 15,081 | 48,423 | 18,045 | ||||||||||||||||||
| Guarantee deposits | 26,017 | 22,523 | 26,017 | 22,498 | - | 25 | ||||||||||||||||||
| Share purchase agreement - Inversiones Sur | 15,992 | 15,936 | - | 15,936 | 15,992 | - | ||||||||||||||||||
| Acquisition of additional non-controlling interest | 25,253 | 11,139 | 25,253 | 11,139 | - | - | ||||||||||||||||||
| Put option liability on Morelco acquisition | 27,986 | - | 27,986 | - | - | - | ||||||||||||||||||
| Other accounts payable | 42,785 | 38,065 | 33,134 | 31,258 | 9,651 | 6,807 | ||||||||||||||||||
| 847,350 | 899,188 | 754,981 | 830,783 | 92,369 | 68,405 | |||||||||||||||||||
| (a) | Advances received from customers mainly correspond to construction projects, and are applied to progress billings, in accordance with contract terms. The increase is mainly due to advances received from the client Lima Airport Partners S.R.L. for the Intipunku consortium in S/72 million and advances received from Special National Transportation Infrastructure Project and for the concessionaire Carretera Andina del Sur S.A.in S/35 million, respectively. |
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Customer advances for real estate projects | 80,188 | 131,085 | 80,188 | 131,085 | - | - | ||||||||||||||||||
| Customer advances from Consortiums | 27,568 | 113,494 | 27,568 | 113,494 | - | - | ||||||||||||||||||
| Pebbles Quebrada Blanca Phase 2 Project | 120,642 | 85,690 | 120,642 | 85,690 | - | - | ||||||||||||||||||
| Special National Transportation Infrastructure Project | 19,582 | 55,285 | 12,765 | 52,385 | 6,817 | 2,900 | ||||||||||||||||||
| Quellaveco Project | 10,841 | 14,639 | 10,841 | 14,639 | - | - | ||||||||||||||||||
| Gasoducto Piura Construction | 5,745 | - | 5,745 | - | - | - | ||||||||||||||||||
| Evaporadores Modernización y ampliación de la Planta Arauco Project | 52,063 | - | 52,063 | - | - | - | ||||||||||||||||||
| Others | 6,051 | 23,750 | 5,832 | 23,581 | 219 | 169 | ||||||||||||||||||
| 322,680 | 423,943 | 315,644 | 420,874 | 7,036 | 3,069 | |||||||||||||||||||
| (b) | The balance of other accounts payable from Consorcio Constructor Ductos del Sur mainly corresponds to payment obligations to vendors and main subcontractors for S/33.1 million (S/77.6 million as of December 31, 2021) arisen by the subsidiary Cumbra Peru S.A. due to the termination of Gasoducto Sur Peruano S.A. operations (see Note 11). |
The fair value of current accounts is approximate to their book value due to short-term maturities. The non-current part mainly includes non-financial liabilities such as advances received from customers; the remaining balance is not significant in the financial statements.
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| 19. | OTHER PROVISIONS |
This caption is comprised by the following:
| Total | Current | Non-current | ||||||||||||||||||||||
| As of | As of | As of | As of | As of | As of | |||||||||||||||||||
| December 31, | September 30, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | |||||||||||||||||||
| Legal claims (a) | 364,385 | 584,470 | 117,520 | 91,414 | 246,865 | 493,056 | ||||||||||||||||||
| Tax claims | 37,466 | 40,527 | 16,776 | 20,818 | 20,690 | 19,709 | ||||||||||||||||||
| Provision for closure (b) | 82,475 | 78,724 | 20,533 | 5,308 | 61,942 | 73,416 | ||||||||||||||||||
| 484,326 | 703,721 | 154,829 | 117,540 | 329,497 | 586,181 | |||||||||||||||||||
| (a) | Legal contingencies are comprised by the following: |
Civil compensation to Peruvian Government
Corresponds to the legal contingency estimated by management for exposure of the Company to a probable compensation in relation to their participation as minority partners in certain entities that developed infrastructure projects in Peru with companies belonging to the Odebrecht group and projects related to “Club de la Construccion”. As indicated in Note 1-c) on September 15, 2022, the collaboration and benefits agreement is signed, through which AENZA recognizes it was utilized by certain former executives to commit illicit acts until 2016, and commits to pay a civil penalty to the Peruvian State of S/484.2 million. The civil penalty will be made within a term of 12 years, under a legal interest rate in Soles and US Dollars (1% and 0.20% effective interest annual rate as of September 30, 2022, respectively); in addition, the Company compromise to establish a package of guarantees after the court approval i) a trust that includes shares issued by a subsidiary of AENZA; ii) a mortgage on a real state asset and iii) guaranty account with funds equivalent to the annual fees corresponding to the following year. Among other conditions, the Agreement includes a restriction for Aenza and the subsidiaries Cumbra Peru S.A., and Unna Transporte S.A. to participate in public construction and road maintenance contracts with the Peruvian State for two (2) years, counted from court’s approval. As of September 30, 2022, the Company recognized in its financial statements the integrity of the liability associated with the Agreement for S/484.2 million (S/321.9 million and US$40.7 million), in the caption “Other Provisions” within the consolidated statement of financial position, affecting results for the period, equivalent to the remaining portion of the total imputed, for approximately S/246.8 million in the caption “Other expenses” within the consolidated income statement. (As of December 31, 2021 was S/164.6 million and US$18.9 million equivalent to S/240.1 million).
Administrative process INDECOPI
| i) | On March 9, 2021, Cumbra Peru S.A. was notified with a Final instruction Report prepared by the Technical Secretary of the National Institute of Competence, Protection and Intellectual Property - INDECOPI (by its acronym in Spanish and INDECOPI hereinafter) in relation to the administrative sanction process against 33 construction companies and other 26 of their executives for allegedly arranging a coordination system to illegally distribute several contract tenders conducted by Provias Nacional and other govenmental entities. On November 15, 2021 INDECOPI’s – Free Competence Defense Commission, through Resolution N°080-021-CLC-INDECOPI, ruled in favor to sanction the companies and their executives, included Cumbra Peru S.A. On December 9, 2021, Cumbra Peru filed an appeal against such ruling, suspending its application including the payment of imposed fines and compliance of corrective measures dictated. The Company and its legal advisors estimated a provision amounting to S/52.4 million that was recognized as of September 30, 2022 (S/52.6 million as of December 31, 2021). |
| ii) | On February 7, 2022, Cumbra Peru S.A. and Unna Transporte S.A.C. were notified by INDECOPI under File 003-2020/CLC-IP, issued on Resolution 038-2021/DLC-INDECOPI of December 28, 2021, through which initiate a sanctioning administrative procedure for the alleged execution of a horizontal collusive practice in the form of concerted distribution of suppliers in the contracting market of construction workers industry across nation-wide, during the period comprehended between years 2011 to 2017. The Company and its legal advisors estimated a provision amounting to S/2.7 million recognized as of September 30, 2022 (S/4.8 million as of December 31, 2021). |
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Shareholder class action lawsuits in the Eastern District Court of New York, United States of America
During the first quarter of 2017 two collective demands were filed against the Company, and certain former employees in the Eastern District of New York attending Securities Act legislation. On July 2, 2020, the Company signed the definitive settlement agreement with plaintiffs’ counsel, whereby the parties agree to terminate the collective demand subject to Court’s approval and payment of the settlement amount by the Company. The amount settled for the termination of the class action is equivalent to US$20 million. On September 14, 2021, the settlement agreement was approved by the Eastern District Court of New York. During 2020, a payment of US$0.3 million (equivalent to S/1.1 million) and US$5 million was made and covered by the Company and by the professional liability assurance policy in accordance with the agreement signed with the insurer, respectively. The term of the agreement stablishes that the remaining US $ 14.7 million, plus 5% annual effective interest rate and 8% after June 30, 2021, must be paid by the Company before September 30, 2021.
On June 30, 2021, a first amendment to the agreement was signed, in which is stablished a payment of US$0.6 million (equivalent to S/2.2 million), amortization of the outstanding balance on September 30, 2021, and an annual effective interest rate of 8%. On October 1, 2021, the second amendment to the agreement was signed, whereby US$5.5 million (equivalent to S/22.7 million) was paid plus accrued interest of US$0.9 million (equivalent to S/3.6 million), established as a new expiration date June 30, 2022, plus accrued interest per year at an annual effective interest rate of 9% was set.
As of December 31, 2021, the Company maintains a provision of US$8.6 million, equivalent to S/34.4 million, plus interests. This provision of S/33.3 million was full paid on April 8, 2022.
| (b) | Provision for closure corresponds mainly to: |
| i) | Provisions for closure of wells of Unna Energia S.A. for S/66.9 million and contractual compliance with Petroperu for S/3.4 million (as of December 31, 2021, S/71.1 million and S/3.4 million, respectively); |
| ii) | Provision for costs associated of the subsidiary Red Vial 5 S.A., related to the closing of the concession contract and the process of claiming the tariff guarantee for toll suspension for S/5.6 million (as of December 31, 2021, S/5.1 million). |
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The account movement for the periods ended as of September 30, 2021, and 2022 are as follows:
| Legal | Tax | Provision | ||||||||||||||
| claims | claims | for closure | Total | |||||||||||||
| As of January 1, 2021 | 326,868 | 8,176 | 52,949 | 387,993 | ||||||||||||
| Additions | 23,380 | 2,686 | - | 26,066 | ||||||||||||
| Present value | 14,346 | - | 3,655 | 18,001 | ||||||||||||
| Reversals of provisions | (9,140 | ) | - | - | (9,140 | ) | ||||||||||
| Reclasification | (5,755 | ) | 1,379 | 3,978 | (398 | ) | ||||||||||
| Payments | (4,601 | ) | - | (80 | ) | (4,681 | ) | |||||||||
| Translation adjustments / Exchange difference | 22,257 | - | 1,271 | 23,528 | ||||||||||||
| As of September 30, 2021 | 367,355 | 12,241 | 61,773 | 441,369 | ||||||||||||
| As of January 1, 2022 | 364,385 | 37,466 | 82,475 | 484,326 | ||||||||||||
| Additions | 308,816 | 3,495 | - | 312,311 | ||||||||||||
| Present value | (207 | ) | - | (3,304 | ) | (3,511 | ) | |||||||||
| Reversals of provisions | (1,286 | ) | (434 | ) | - | (1,720 | ) | |||||||||
| Reclasification | (39,588 | ) | - | - | (39,588 | ) | ||||||||||
| Payments | (38,639 | ) | - | (216 | ) | (38,855 | ) | |||||||||
| Translation adjustments / Exchange difference | (9,011 | ) | - | (231 | ) | (9,242 | ) | |||||||||
| As of September 30, 2022 | 584,470 | 40,527 | 78,724 | 703,721 | ||||||||||||
| 20. | CAPITAL |
On February 28, 2022, according with terms and conditions of the convertible bond, the holders of 11,000 Convertible Bonds, each with a nominal value of US$1,000 each and for a principal amount equivalent to US$11 million, communicated the decision to execute their conversion rights. As consequence, AENZA issued provisional certificates for 37,801,073 new common shares, with a nominal value of S/1.00 each, with voting rights, and they are fully subscribed and paid. Therefore, the Company increased its capital stock from S/871,917,855 to S/ 909,718,928.
Additionally, on March 31, 2022, holders of 78,970 convertible bonds, each with a nominal value of US$1,000 each and for a principal amount equivalent to US$78.9 million, communicated their decision to execute their conversion rights. As consequence AENZA converted the bonds, as well as paid the accrued interest to the bondholders who have exercised their conversion rights. The Company issued provisional certificates for 287,261,051 new common shares. Therefore, the capital stock of the Company has increased from S/909,718,928 to S/1,196,979,979. After this last operation, the convertible bonds have been fully paid (see, Note 16-d).
As of September 30, 2022, the total capital stock of the Company corresponds a total of 132,498,610 shares represented in ADS, equivalent to 26,499,722 ADSs at a rate of 5 shares per ADS.
As of December 31, 2021, the total capital stock of the Company corresponds a total of 136,637,740 shares represented in ADS, equivalent to 27,327,548 ADSs at a rate of 5 shares per ADS.
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| 21. | EXPENSES BY NATURE |
For the periods ended September 30, 2021, and 2022, this caption comprises the following:
| Cost | ||||||||||||
| of goods | Administrative | |||||||||||
| and services | expenses | Total | ||||||||||
| 2021 | ||||||||||||
| Salaries, wages and fringe benefits | 944,776 | 74,588 | 1,019,364 | |||||||||
| Services provided by third-parties | 754,944 | 31,164 | 786,108 | |||||||||
| Purchase of goods | 493,616 | - | 493,616 | |||||||||
| Other management charges | 131,840 | 12,677 | 144,517 | |||||||||
| Depreciation (Note 14.a) | 63,085 | 3,886 | 66,971 | |||||||||
| Amortization (Note 14.b) | 69,874 | 3,336 | 73,210 | |||||||||
| Impairment of accounts receivable | 1,321 | 2 | 1,323 | |||||||||
| Taxes | 3,600 | 142 | 3,742 | |||||||||
| Recovery of property, plant and equipment | (1,939 | ) | - | (1,939 | ) | |||||||
| Impairment of Inventory | 2 | - | 2 | |||||||||
| 2,461,119 | 125,795 | 2,586,914 | ||||||||||
| 2022 | ||||||||||||
| Salaries, wages and fringe benefits | 989,510 | 69,344 | 1,058,854 | |||||||||
| Services provided by third-parties | 1,061,375 | 25,915 | 1,087,290 | |||||||||
| Purchase of goods | 418,923 | - | 418,923 | |||||||||
| Other management charges | 265,184 | 6,993 | 272,177 | |||||||||
| Depreciation (Note 14.a) | 52,148 | 4,334 | 56,482 | |||||||||
| Amortization (Note 14.b) | 72,288 | 2,178 | 74,466 | |||||||||
| (Recovery) impairment of accounts receivable | (828 | ) | 24 | (804 | ) | |||||||
| Taxes | 9,299 | 143 | 9,442 | |||||||||
| Recovery of property, plant and equipment | (1,091 | ) | - | (1,091 | ) | |||||||
| Recovery of inventory | (1 | ) | - | (1 | ) | |||||||
| 2,866,807 | 108,931 | 2,975,738 | ||||||||||
| 22. | OTHER INCOME AND EXPENSES |
For the periods ended September 30, 2021, and 2022, this item comprises:
| 2021 | 2022 | |||||||
| Other income: | ||||||||
| Sale of assets | 6,473 | 8,187 | ||||||
| Accounts payable reversal | - | 5,048 | ||||||
| Valuation of well retairment provision | - | 3,782 | ||||||
| Change in contract of the call option | - | 3,706 | ||||||
| Recovery of provisions and impairments | 5,461 | 1,849 | ||||||
| Penalty income | 1,005 | 762 | ||||||
| Insurance compensation | 2,293 | 144 | ||||||
| Others | 1,787 | 4,295 | ||||||
| 17,019 | 27,773 | |||||||
| Other expenses: | ||||||||
| Civil penalty recognized from the Agreement (Note 19.a) | - | 246,855 | ||||||
| Administrative sanctions and legal processes | 11,388 | 8,893 | ||||||
| Net cost of fixed assets disposal | 6,572 | 5,267 | ||||||
| Asset impairment | 3 | 16,657 | ||||||
| Disposal of property, plant and equipment | 1,724 | 1,964 | ||||||
| Renegotiation of contract with suppliers | 174 | 1,807 | ||||||
| Valuation of well abandonment | 3,024 | - | ||||||
| Others | 706 | 2,405 | ||||||
| 23,591 | 283,848 | |||||||
| Other expenses, net | (6,572 | ) | (256,075 | ) | ||||
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| 23. | FINANCIAL INCOME AND EXPENSES |
For the periods ended September 30, 2021, and 2022, this item comprises:
| 2021 | 2022 | |||||||
| Financial income: | ||||||||
| Interest on short-term bank deposits | 557 | 7,317 | ||||||
| Profit for present value of financial asset or financial liability (a) | 2,267 | 8,165 | ||||||
| Exchange difference gain, net | - | 2,075 | ||||||
| Interest on loans to third parties | 457 | 700 | ||||||
| Others | 796 | 693 | ||||||
| 4,077 | 18,950 | |||||||
| Financial expenses: | ||||||||
| Loss for present value of financial asset or financial liability (b) | 49,564 | 96,776 | ||||||
| Interest expense on: | ||||||||
| - Bank loans | 46,510 | 44,781 | ||||||
| - Bonds | 23,181 | 29,690 | ||||||
| - Loans from third parties | 8,493 | 4,047 | ||||||
| - Financial lease right-of-use | 2,927 | 3,091 | ||||||
| - Financial lease | 683 | 402 | ||||||
| Commissions and collaterals | 17,738 | 15,300 | ||||||
| Interests from Tax Administration | 12,366 | 10,631 | ||||||
| Exchange difference loss, net | 13,656 | - | ||||||
| Other financial expenses | 1,721 | 3,498 | ||||||
| Less capitalized interest | (1,792 | ) | (1,172 | ) | ||||
| 175,047 | 207,044 | |||||||
| (a) | Mainly corresponds to the adjustment in the Subsidiary Viva Negocio Inmobiliario S.A. for the present value on the account receivable to Ministerio de Vivienda, Construccion y Saneamiento from the Ancon Project for S/5.8 million. |
| (b) | Mainly corresponds to: |
| i) | Adjustment of present value of the account receivable from Gasoducto Sur Peruano S.A. for S/69.9 million, due to the variation in the discount rate, which increased from 2.73% to 5.73% (S/31.7 million due to an increase in the rate from 1.65% to 2.66% as of September 30, 2021). |
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| ii) | Adjustment on the fair value of the loan of BCI at Inversiones en Autopistas S.A. for S/15.7 million (S/5.4 million as of September 30, 2021). | |
| iii) | Present value of the Inversiones Majes S.A. account receivable at Viva Negocio Inmobiliario S.A. for S/6 million at a discount rate of 8.6%. |
| 24. | CONTINGENCIES, COMMITTMENTS AND GUARANTEES |
Under Management’s opinion and that of its legal advisors, provisions recognized mainly for civil lawsuits, labor disputes, tax claims, contentious and administrative processes are sufficient to cover the results of these probable contingencies (Note 19).
| a) | Tax contingencies |
The Company considers that the maximum exposure for tax contingencies of the Corporate amounts to S/308 million (S/303.1 million as of December 2021), as described below.
| i) | Claim process at SUNAT for S/130 million (Aenza S.A.A.S/101.2 million for income tax for year 2015, Cumbra Ingenieria S.A. S/18.6 million for income tax for the years 2014 and 2015, Consorcio Constructor Chavimochic S/8.9 million for income tax for the years 2014 to 2016, Cumbra Peru S.A.S/1.3 million for income tax for the year 2016). |
| ii) | Appeal process at the Tax Court for S/177.9 million (Cumbra Peru S.A. S/105.2 million for income tax for the years 2012 and 2014; Aenza S.A.A. S/56.3 million for income tax for the years 2013 and 2014; Cumbra Ingenieria S.A. S/3.5 million for income tax for the years 2013 and 2016; Viva Negocio Inmobiliario S.A. S/1.6 million for income tax for the year 2009; Consorcio Constructor Ductos del Sur S/10.6 million for income tax for the year 2014; and Unna Transporte S.A. S/0.7 million for income tax and VAT). |
As of September 30, 2022, and December 31, 2021, according to Management’s opinion all the afore mentioned processes will be favorable considering their characteristics and the evaluation of their legal advisors.
| b) | Other contingencies |
The Company considers that the maximum exposure for other contingencies of the corporate amounts to S/60.1 million, as detailed:
| i) | Administrative processes amounting to S/13.7 million (Unna Energia S.A. for S/7.2 million, Cumbra Peru S.A. for S/5.8 million, Viva Negocio Inmobiliario S.A. for S/0.4 million and Tren Urbano de Lima S.A. for S/0.3 million). |
| ii) | Civil lawsuits, mainly related to indemnities for damages, contract terminations and obligations to pay a sum of money amounting to S/27.3 million (Cumbra Peru S.A. for S/21 million, Cumbra Ingenieria S.A. for S/3.8 million, Unna Transporte S.A.C. for S/1 million, Morelco S.A.S. for S/0.7 million, Red Vial 5 S.A. for S/0.5 million, and Viva Negocio Inmobiliario S.A. for S/0.3 million). |
| iii) | Labor claim processes amounting to approximately S/18.7 million (Morelco S.A.S for S/15.4 million, Unna Energia S.A. for S/1.6 million, Unna Transporte S.A.C for S/1.4 million and Cumbra Peru S.A. for S/0.3 million). |
| iv) | Contentious administrative processes amounting to S/0.3 million. |
| c) | Letters bonds and guarantees |
The Corporation maintains guarantees and letters of credit in force in several financial entities guaranteeing operations for US$505.3 million (US$471.9 million, as of December 31, 2021).
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| 25. | DIVIDENDS |
In compliance with certain covenants applicable as of to this date produced by agreements subscribed by the corporation, the Company will not pay, except for transactions with non-controlling interests. Certain of our debt or other contractual obligations may restrict our ability to pay dividends in the future. Additionally, the Collaboration and Benefits Agreement does not allow the distribution of dividends until 40% of the total amount of the committed civil penalty described in Note 1 c) has been paid.
For the period ended September 30, 2022, the Corporation’s subsidiaries have paid dividends to its non-controlling interests of S/7.1 million (for period ended on September 30, 2021, the subsidiaries paid S/36.3 million).
| 26. | LOSS PER SHARE |
The basic loss per common share has been calculated by dividing the loss of the period attributable to the Corporation’s common shareholders by the weighted average of the number of common shares outstanding during that period. No diluted loss per common share has been calculated because there is no potential diluent common or investment shares (i.e., financial instruments or agreements that entitle to obtain common or investment shares); therefore, it is the same as the loss per basic share.
For the periods ended September 30, 2021, and 2022, the basic loss per common share is as follows:
| 2021 | 2022 | |||||||||||
| Loss attributable to owners of the Company during the period | (103,486 | ) | (331,544 | ) | ||||||||
| Weighted average number of shares in issue at S/1.00 each, from January 1 to September 30 | 871,917,855 | 1,126,470,180 | ||||||||||
| Basic loss per share (in S/) | (*) | (0.119 | ) | (0.294 | ) | |||||||
| Loss from continuing operations attributable to owners of the Company during the period | (82,489 | ) | (331,544 | ) | ||||||||
| Weighted average number of shares in issue at S/1.00 each, from January 1 to September 30 | 871,917,855 | 1,126,470,180 | ||||||||||
| Basic loss per share (in S/) | (*) | (0.095 | ) | (0.294 | ) | |||||||
| (*) | The Corporation does not have common shares with dilutive effects on September 30, 2021, and 2022. |
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| 27. | EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION |
| 1. | Concesionaria Chavimochic S.A.C |
On October 4, 2022, within the framework of the arbitration process initiated by Chavimochic against the Peruvian State derived from the Concession Contract for the Design, Construction, Operation and Maintenance of the Major Hydraulic Works of the Chavimochic Project of May 9, 2014, the Concessionaire was notified of the Arbitration Award dated April 28, 2022. In summary, the award imposes Contract expiration due to reasons attributable to the parties, grants similar monetary rights to both parties, among other details related to Grantor and Concessionaire’s claims.
As of the conclusion of this report, the Concessionaire is analyzing the Arbitration Award and possible actions to be taken within the framework of the CNUDI Arbitration Rules and applicable regulations for the safeguarding of the Concessionaire Chavimochic S.A.C rights.
| 2. | Gasoducto Sur Peruano |
On October 13, 2022, on second call, the Creditors Committee of Gasoducto Sur Peruano S.A. (“GSP”), a company of which the Company is shareholder through our subsidiary Negocios de Gas S.A. decided on the designation of its authorities and on approval for the dissolution and liquidation of GSP in accordance with the General Law of the Bankruptcy System.
In a forthcoming session, the Creditors Committee must designate a Liquidator, which will be responsible for the management of assets and liabilities of GSP related to its exit from the market and subsequent liquidation.
| 3. | Empresa de Generacion Electrica Machupichu S.A. (“EGEMSA”) |
In relation to our subsidiary Cumbra Peru S.A. (“Cumbra”) and its Machupichu project, which consisted of the execution of rehabilitation works in the second phase of the Machupichu Hydroelectric Power Plant, through a Contract of the same name and dated April 2009, we were notified with the judicial sentence that declares unfounded the demand for Partial Annulment of the Arbitration Award filed by Cumbra.
By virtue of what is indicated in the previous paragraph and the legal report elaborated by our subsidiary, Management has decided to record a provision of US$11.2 million (S/44,6 million) in the Financial Statements of Cumbra as of September 30, 2022.
Finally, this process does not result in an immediate impact on Cumbra’s cash flow, since there are other awards related to this project pending resolution.
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