a50912390.htm
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 July 2014
Commission File Number 001-35401
CEMENTOS PACASMAYO S.A.A.
(Exact name of registrant as specified in its charter)
PACASMAYO CEMENT CORPORATION
(Translation of registrant’s name into English)
Republic of Peru
(Jurisdiction of incorporation or organization)
Calle La Colonia 150, Urbanización El Vivero
Surco, Lima
Peru
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ____X___ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
Signature
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.
CEMENTOS PACASMAYO S.A.A.
By: /s/ CARLOS JOSE MOLINELLI MATEO
Name: Carlos Jose Molinelli Mateo
Title: Stock Market Representative
Date: July 24, 2014
|
Cementos Pacasmayo S.A.A. and Subsidiaries |
|
|
|
|
|
Unaudited interim condensed consolidated financial statements |
|
|
as of June 30, 2014 and for the three and six-month periods |
|
|
then ended |
|
Cementos Pacasmayo S.A.A. and Subsidiaries
Unaudited interim condensed consolidated financial statements as of June 30, 2014 and for the three and six-month periods then ended
Content
Report on review of interim condensed consolidated financial statements
Interim condensed consolidated financial statements
Interim condensed consolidated statements of financial position
Interim condensed consolidated statements of profit or loss
Interim condensed consolidated statements of other comprehensive income
Interim condensed consolidated statements of changes in equity
Interim condensed consolidated statements of cash flows
Notes to the interim condensed consolidated financial statements
Report on review of interim condensed consolidated financial statements
To the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A.
Introduction
We have reviewed the accompanying interim condensed consolidated statement of financial position of Cementos Pacasmayo S.A.A. (a Peruvian company) and its Subsidiaries (together the "Group") as of June 30, 2014, and the related interim condensed consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the three and six-month periods then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with IAS 34 Interim Financial Reporting (IAS 34). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
Scope of review
We conducted our review in accordance with International Auditing Standard on Review Engagements (ISRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of the persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.
Lima, Peru
July 24, 2014
Countersigned by:
_________________________
Carlos Valdivia Valladares
C.P.C.C. Register No. 27255
Cementos Pacasmayo S.A.A. and Subsidiaries
Interim condensed consolidated statements of financial position
As of June 30, 2014 (unaudited) and December 31, 2013 (audited)
|
|
Note
|
|
|
As of
June 30,
2014
|
|
|
As of
December 31,
2013
|
|
|
|
|
|
|
S/.(000)
|
|
|
S/.(000) |
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and term deposits
|
|
3 |
|
|
|
785,111 |
|
|
|
976,952 |
|
Trade and other receivables
|
|
|
|
|
|
115,726 |
|
|
|
68,542 |
|
Income tax prepayments
|
|
|
|
|
|
20,464 |
|
|
|
27,679 |
|
Inventories
|
|
|
|
|
|
310,802 |
|
|
|
334,471 |
|
Prepayments
|
|
|
|
|
|
18,498 |
|
|
|
11,727 |
|
|
|
|
|
|
|
1,250,601 |
|
|
|
1,419,371 |
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
50,456 |
|
|
|
46,292 |
|
Available-for-sale financial investments
|
|
10 |
|
|
|
31,562 |
|
|
|
36,058 |
|
Property, plant and equipment
|
|
4 |
|
|
|
1,773,814 |
|
|
|
1,537,111 |
|
Exploration and evaluation assets
|
|
|
|
|
|
59,250 |
|
|
|
59,330 |
|
Deferred income tax assets
|
|
|
|
|
|
17,450 |
|
|
|
15,155 |
|
Other assets
|
|
|
|
|
|
1,091 |
|
|
|
1,220 |
|
|
|
|
|
|
|
1,933,623 |
|
|
|
1,695,166 |
|
Total assets
|
|
|
|
|
|
3,184,224 |
|
|
|
3,114,537 |
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
|
130,625 |
|
|
|
126,897 |
|
Income tax payable
|
|
|
|
|
|
1,236 |
|
|
|
2,780 |
|
Provisions
|
|
6 |
|
|
|
15,259 |
|
|
|
27,984 |
|
|
|
|
|
|
|
147,120 |
|
|
|
157,661 |
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing loans and borrowings
|
|
11 |
|
|
|
824,843 |
|
|
|
824,022 |
|
Other non-current provisions
|
|
|
|
|
|
22,205 |
|
|
|
20,497 |
|
Deferred income tax liabilities, net
|
|
|
|
|
|
100,447 |
|
|
|
102,887 |
|
|
|
|
|
|
|
947,495 |
|
|
|
947,406 |
|
Total liabilities
|
|
|
|
|
|
1,094,615 |
|
|
|
1,105,067 |
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
|
|
|
531,461 |
|
|
|
531,461 |
|
Investment shares
|
|
|
|
|
|
50,503 |
|
|
|
50,503 |
|
Additional paid-in capital
|
|
|
|
|
|
554,062 |
|
|
|
556,294 |
|
Legal reserve
|
|
|
|
|
|
129,031 |
|
|
|
119,833 |
|
Other components of equity
|
|
|
|
|
|
15,898 |
|
|
|
19,045 |
|
Retained earnings
|
|
|
|
|
|
728,539 |
|
|
|
653,704 |
|
Equity attributable to equity holders of the parent
|
|
|
|
|
|
2,009,494 |
|
|
|
1,930,840 |
|
Non-controlling interests
|
|
|
|
|
|
80,115 |
|
|
|
78,630 |
|
Total equity
|
|
|
|
|
|
2,089,609 |
|
|
|
2,009,470 |
|
Total liabilities and equity
|
|
|
|
|
|
3,184,224 |
|
|
|
3,114,537 |
|
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Cementos Pacasmayo S.A.A. and Subsidiaries
Interim condensed consolidated statements of profit or loss
For the three and six-month periods ended June 30, 2014 and June 30, 2013 (both unaudited)
|
|
|
|
|
For the three-month periods ended
June 30,
|
|
|
For the six-month periods ended
June 30,
|
|
|
|
Note
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
|
12 |
|
|
|
303,261 |
|
|
|
295,208 |
|
|
|
603,343 |
|
|
|
586,535 |
|
Cost of sales
|
|
|
|
|
|
(180,739 |
) |
|
|
(161,128 |
) |
|
|
(359,133 |
) |
|
|
(331,811 |
) |
Gross profit
|
|
12 |
|
|
|
122,522 |
|
|
|
134,080 |
|
|
|
244,210 |
|
|
|
254,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
|
|
|
(45,771 |
) |
|
|
(47,898 |
) |
|
|
(94,766 |
) |
|
|
(91,649 |
) |
Selling and distribution expenses
|
|
|
|
|
|
(7,818 |
) |
|
|
(6,977 |
) |
|
|
(15,566 |
) |
|
|
(14,466 |
) |
Other operating expenses, net
|
|
|
|
|
|
(488 |
) |
|
|
(1,379 |
) |
|
|
(201 |
) |
|
|
(1,744 |
) |
Total operating expenses, net
|
|
|
|
|
|
(54,077 |
) |
|
|
(56,254 |
) |
|
|
(110,533 |
) |
|
|
(107,859 |
) |
Operating profit
|
|
|
|
|
|
68,445 |
|
|
|
77,826 |
|
|
|
133,677 |
|
|
|
146,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
|
|
|
1,350 |
|
|
|
7,609 |
|
|
|
5,979 |
|
|
|
15,114 |
|
Finance costs
|
|
|
|
|
|
(8,589 |
) |
|
|
(9,867 |
) |
|
|
(18,343 |
) |
|
|
(17,543 |
) |
Net loss from exchange difference
|
|
|
|
|
|
(819 |
) |
|
|
(41,890 |
) |
|
|
(3,218 |
) |
|
|
(44,999 |
) |
Total other expenses, net
|
|
|
|
|
|
(8,058 |
) |
|
|
(44,148 |
) |
|
|
(15,582 |
) |
|
|
(47,428 |
) |
Profit before income tax
|
|
|
|
|
|
60,387 |
|
|
|
33,678 |
|
|
|
118,095 |
|
|
|
99,437 |
|
Income tax expense
|
|
7 and 12
|
|
|
|
(19,393 |
) |
|
|
(10,305 |
) |
|
|
(37,298 |
) |
|
|
(30,959 |
) |
Profit for the period
|
|
12 |
|
|
|
40,994 |
|
|
|
23,373 |
|
|
|
80,797 |
|
|
|
68,478 |
|
Equity holders of the parent
|
|
|
|
|
|
41,770 |
|
|
|
23,864 |
|
|
|
82,363 |
|
|
|
69,925 |
|
Non-controlling interests
|
|
|
|
|
|
(776 |
) |
|
|
(491 |
) |
|
|
(1,566 |
) |
|
|
(1,447 |
) |
|
|
|
|
|
|
40,994 |
|
|
|
23,373 |
|
|
|
80,797 |
|
|
|
68,478 |
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted profit for the period attributable
to equity holders of common shares and
investment shares of the parent (S/. per share)
|
|
9 |
|
|
|
0.07 |
|
|
|
0.04 |
|
|
|
0.14 |
|
|
|
0.12 |
|
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Cementos Pacasmayo S.A.A. and Subsidiaries
Interim condensed consolidated statements of other comprehensive income
For the three and six-month periods ended June 30, 2014 and June 30, 2013 (both unaudited)
|
|
|
|
|
For the three-month periods ended
June 30,
|
|
|
For the six-month periods ended
June 30,
|
|
|
|
Note
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
|
|
|
40,994 |
|
|
|
23,373 |
|
|
|
80,797 |
|
|
|
68,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of available-for-sale financial investments
|
|
10 |
|
|
|
2,484 |
|
|
|
1,027 |
|
|
|
(4,496 |
) |
|
|
5,977 |
|
Deferred income tax related to component of other comprehensive income
|
|
7 |
|
|
|
(744 |
) |
|
|
(310 |
) |
|
|
1,349 |
|
|
|
(1,793 |
) |
Exchange differences on translation of foreign currency
|
|
|
|
|
|
- |
|
|
|
1,436 |
|
|
|
- |
|
|
|
1,591 |
|
Other comprehensive income for the period, net of income tax
|
|
|
|
|
|
1,740 |
|
|
|
2,153 |
|
|
|
(3,147 |
) |
|
|
5,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income, net of income tax
|
|
|
|
|
|
42,734 |
|
|
|
25,526 |
|
|
|
77,650 |
|
|
|
74,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent
|
|
|
|
|
|
43,510 |
|
|
|
25,960 |
|
|
|
79,216 |
|
|
|
75,624 |
|
Non-controlling interests
|
|
|
|
|
|
(776 |
) |
|
|
(434 |
) |
|
|
(1,566 |
) |
|
|
(1,371 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,734 |
|
|
|
25,526 |
|
|
|
77,650 |
|
|
|
74,253 |
|
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Cementos Pacasmayo S.A.A. and Subsidiaries
Interim condensed consolidated statements of changes in equity
For the six-month periods ended June 30, 2014 and June 30, 2013 (both unaudited)
|
|
Attributable to equity holders of the parent
|
|
|
|
|
|
|
|
|
|
Capital
stock
|
|
Investment
shares
|
|
Additional paid-in capital
|
|
|
Legal
reserve
|
|
Unrealized gain
on available-for-
sale investments
|
|
|
Foreign currency translation reserve
|
|
|
Retained earnings
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
S/.(000) |
|
S/.(000) |
|
S/.(000) |
|
|
S/.(000) |
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2013
|
|
531,461 |
|
50,503 |
|
558,478 |
|
|
105,221 |
|
18,226 |
|
|
(1,515 |
) |
|
570,878 |
|
|
1,833,252 |
|
|
60,863 |
|
|
1,894,115 |
|
Profit for the period
|
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
69,925 |
|
|
69,925 |
|
|
(1,447 |
) |
|
68,478 |
|
Other comprehensive income
|
|
- |
|
- |
|
- |
|
|
- |
|
4,184 |
|
|
1,515 |
|
|
- |
|
|
5,699 |
|
|
76 |
|
|
5,775 |
|
Total comprehensive income
|
|
- |
|
- |
|
- |
|
|
- |
|
4,184 |
|
|
1,515 |
|
|
69,925 |
|
|
75,624 |
|
|
(1,371 |
) |
|
74,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refund of capital contribution of non-controlling interests
|
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,024 |
) |
|
(1,024 |
) |
Appropriation of legal reserve
|
|
- |
|
- |
|
- |
|
|
6,632 |
|
- |
|
|
- |
|
|
(6,632 |
) |
|
- |
|
|
- |
|
|
- |
|
Contribution of non-controlling interests, note 1
|
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,466 |
|
|
3,466 |
|
Others adjustments of non-controlling interests, note 1
|
|
- |
|
- |
|
(1,355 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
|
(1,355 |
) |
|
1,355 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2013
|
|
531,461 |
|
50,503 |
|
557,123 |
|
|
111,853 |
|
22,410 |
|
|
- |
|
|
634,171 |
|
|
1,907,521 |
|
|
63,289 |
|
|
1,970,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2014
|
|
531,461 |
|
50,503 |
|
556,294 |
|
|
119,833 |
|
19,045 |
|
|
- |
|
|
653,704 |
|
|
1,930,840 |
|
|
78,630 |
|
|
2,009,470 |
|
Profit for the period
|
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
82,363 |
|
|
82,363 |
|
|
(1,566 |
) |
|
80,797 |
|
Other comprehensive income
|
|
- |
|
- |
|
- |
|
|
- |
|
(3,147 |
) |
|
- |
|
|
- |
|
|
(3,147 |
) |
|
- |
|
|
(3,147 |
) |
Total comprehensive income
|
|
- |
|
- |
|
- |
|
|
- |
|
(3,147 |
) |
|
- |
|
|
82,363 |
|
|
79,216 |
|
|
(1,566 |
) |
|
77,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appropriation of legal reserve
|
|
- |
|
- |
|
- |
|
|
7,528 |
|
- |
|
|
- |
|
|
(7,528 |
) |
|
- |
|
|
- |
|
|
- |
|
Terminated dividends, note 5
|
|
- |
|
- |
|
- |
|
|
1,670 |
|
- |
|
|
- |
|
|
- |
|
|
1,670 |
|
|
- |
|
|
1,670 |
|
Contribution of non-controlling interests, note 1
|
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
819 |
|
|
819 |
|
Other adjustments of non-controlling interests, note 1
|
|
- |
|
- |
|
(2,232 |
) |
|
- |
|
- |
|
|
- |
|
|
- |
|
|
(2,232 |
) |
|
2,232 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2014
|
|
531,461 |
|
50,503 |
|
554,062 |
|
|
129,031 |
|
15,898 |
|
|
- |
|
|
728,539 |
|
|
2,009,494 |
|
|
80,115 |
|
|
2,089,609 |
|
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Cementos Pacasmayo S.A.A. and Subsidiaries
Interim condensed consolidated statements of cash flows
For the three and six-month periods ended June 30, 2014 and June 30, 2013 (both unaudited)
|
|
For the three-month periods ended
June 30,
|
|
|
For the six-month
periods ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax
|
|
|
60,387 |
|
|
|
33,678 |
|
|
|
118,095 |
|
|
|
99,437 |
|
Non-cash adjustments to reconcile profit before income tax to net cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
15,472 |
|
|
|
13,712 |
|
|
|
30,904 |
|
|
|
25,979 |
|
Finance costs
|
|
|
8,589 |
|
|
|
9,867 |
|
|
|
18,343 |
|
|
|
17,543 |
|
Unrealized exchange difference related to monetary transactions
|
|
|
(2,335 |
) |
|
|
45,175 |
|
|
|
- |
|
|
|
45,175 |
|
Long-term incentive plan
|
|
|
1,626 |
|
|
|
1,404 |
|
|
|
3,252 |
|
|
|
3,029 |
|
Amortization of costs of issuance of senior notes
|
|
|
411 |
|
|
|
665 |
|
|
|
822 |
|
|
|
665 |
|
Net loss on disposal of property, plant and Equipment
|
|
|
766 |
|
|
|
- |
|
|
|
1,079 |
|
|
|
- |
|
Unwinding of discount of long-term incentive plan
|
|
|
167 |
|
|
|
- |
|
|
|
336 |
|
|
|
- |
|
Finance income
|
|
|
(1,350 |
) |
|
|
(7,609 |
) |
|
|
(5,979 |
) |
|
|
(15,114 |
) |
Recovery of impairment of inventories
|
|
|
(12 |
) |
|
|
(686 |
) |
|
|
(17 |
) |
|
|
(1,477 |
) |
Other operating, net
|
|
|
1,794 |
|
|
|
(256 |
) |
|
|
914 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in trade and other receivables
|
|
|
(38,073 |
) |
|
|
(16,601 |
) |
|
|
(56,101 |
) |
|
|
(18,017 |
) |
Decrease (increase) in prepayments
|
|
|
3,820 |
|
|
|
(8,744 |
) |
|
|
(5,739 |
) |
|
|
(16,263 |
) |
Decrease (increase) in inventories
|
|
|
12,425 |
|
|
|
(40,502 |
) |
|
|
23,686 |
|
|
|
(32,147 |
) |
Increase (decrease) in trade and other payables
|
|
|
10,151 |
|
|
|
17,699 |
|
|
|
(7,238 |
) |
|
|
(19,248 |
) |
|
|
|
73,838 |
|
|
|
47,802 |
|
|
|
122,357 |
|
|
|
89,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests received
|
|
|
1,536 |
|
|
|
16,139 |
|
|
|
10,732 |
|
|
|
17,426 |
|
Interests paid
|
|
|
(2,004 |
) |
|
|
153 |
|
|
|
(23,201 |
) |
|
|
(1,290 |
) |
Income tax paid
|
|
|
(13,712 |
) |
|
|
(8,652 |
) |
|
|
(35,013 |
) |
|
|
(27,292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided from operating activities
|
|
|
59,658 |
|
|
|
55,442 |
|
|
|
74,875 |
|
|
|
78,406 |
|
Interim condensed consolidated statements of cash flows (continued)
|
|
For the three-month periods ended
June 30,
|
|
|
For the six-month
periods ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(147,541 |
) |
|
|
(57,160 |
) |
|
|
(265,372 |
) |
|
|
(114,879 |
) |
Purchase of evaluation and exploration assets
|
|
|
(1,514 |
) |
|
|
(3,307 |
) |
|
|
(1,744 |
) |
|
|
(3,798 |
) |
Proceeds from sale of property, plant and equipment
|
|
|
421 |
|
|
|
- |
|
|
|
512 |
|
|
|
- |
|
Increase in time deposits with original maturities greater than 90 days
|
|
|
- |
|
|
|
676,950 |
|
|
|
- |
|
|
|
176,950 |
|
Purchase of other assets
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(51 |
) |
Net cash flows (used in) provided from investing activities
|
|
|
(148,634 |
) |
|
|
616,483 |
|
|
|
(266,604 |
) |
|
|
58,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of senior notes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
762,067 |
|
Proceeds from bank overdraft
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
19,914 |
|
Contribution of non-controlling interests
|
|
|
- |
|
|
|
- |
|
|
|
819 |
|
|
|
1,152 |
|
Payment of borrowings
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(202,200 |
) |
Payment of bank overdraft
|
|
|
- |
|
|
|
(19,914 |
) |
|
|
- |
|
|
|
(33,169 |
) |
Refund of capital contribution to non-controlling interests
|
|
|
- |
|
|
|
(1,024 |
) |
|
|
- |
|
|
|
(1,024 |
) |
Dividends paid
|
|
|
(49 |
) |
|
|
(100 |
) |
|
|
(145 |
) |
|
|
(257 |
) |
Net cash flows (used in) provided from financing activities
|
|
|
(49 |
) |
|
|
(21,038 |
) |
|
|
674 |
|
|
|
546,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(89,025 |
) |
|
|
650,887 |
|
|
|
(191,055 |
) |
|
|
683,111 |
|
Net foreign exchange difference
|
|
|
(2,350 |
) |
|
|
11,790 |
|
|
|
(786 |
) |
|
|
11,691 |
|
Cash and cash equivalents at the beginning of the period
|
|
|
876,486 |
|
|
|
101,960 |
|
|
|
976,952 |
|
|
|
69,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
|
785,111 |
|
|
|
764,637 |
|
|
|
785,111 |
|
|
|
764,637 |
|
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Cementos Pacasmayo S.A.A. and Subsidiaries
Notes to interim condensed consolidated financial statements
As of June 30, 2014 and 2013 (both unaudited), and December 31, 2013 (audited)
1. Economic activity
Cementos Pacasmayo S.A.A. (hereinafter "the Company") was incorporated in 1957 and, under the Peruvian General Corporation Law, is an open stock corporation, with publicly traded shares. The Company is a subsidiary of Inversiones ASPI S.A. (previously known as Inversiones Pacasmayo S.A. or IPSA), which holds 50.94% of the Company’s common and investment shares and 52.63% of its common shares as of June 30, 2014 and December 31, 2013. The registered office is located at Calle La Colonia No.150, Urbanizacion El Vivero, Santiago de Surco, Lima, Peru.
The Company’s main activity is the production and selling of cement, blocks, concrete and quicklime in Peru’s northern region.
The interim condensed consolidated financial statements of the Company and its subsidiaries (hereinafter “the Group”) as of June 30, 2014 and for the three and six-month periods then ended, were authorized for issuance by the Management of the Company on July 24, 2014.
As of June 30, 2014, there were no changes in the main activities of the subsidiaries incorporated in the interim condensed consolidated financial statements of the Group, in relation to December 31, 2013.
Contributions of non-controlling interest -
Salmueras Sudamericanas S.A.
In order to finance the Salmueras project, the General Shareholders´Meeting of the subsidiary held on March 6, 2014, agreed a contribution of S/.7,100,000. During the six-month period ended June 30, 2014, the contribution made by Quimpac S.A. amounts to S/.819,000 (S/.1,152,000 during the three and six-months period ended June 30,2013).
All these contributions are partial payments of the capital commitment assumed by the Company and Quimpac S.A. for the brine project up to US$100,000,000 and US$14,000,000, respectively, to maintain its interests in this subsidiary.
The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/.963,000 during the six-month period ended June 30, 2014, and these were recognized as a debit in additional paid-in capital and a credit in non-controlling interest (S/.1,355,000 as of June 30, 2013).
Fosfatos del Pacifico S.A.
The Board of Directors´ Meeting of the subsidiary Fosfatos del Pacifico S.A. held on January 2013, agreed certain contributions to the subsidiary during 2013, which were ratified in the General Shareholders´ Meetings of July 31,2013. As of June 30, 2013, the non-controlling interests had a contribution pending to disburse of approximately S/.2,314,000.
Fosfatos del Pacifico S.A. is the owner of a brick plant which is in a commissioning period. Regarding this project, Cementos Pacasmayo S.A.A. committed to assume the total capital expenditure that the brick plant needs to achieve its nominal capacity. This commitment was formalized in the General Shareholders´ Meeting held on July 31, 2013 when it was agreed a contribution up to US$3,300,000 from Cementos Pacasmayo S.A.A. which will not include a change in the percentage of interests of the current shareholders´ structure. The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/.1,269,000 during the six-month period ended as of June 30, 2014, and it was recognized as a debit in additional paid-in capital and a credit in non-controlling interest.
Notes to interim condensed consolidated financial statements (continued)
2. Basis of preparation and changes to the Group’s accounting policies
2.1 Basis of preparation -
The interim condensed consolidated financial statements of the Company have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB).
The interim condensed consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale financial investments that have been measured at fair value. The interim condensed consolidated financial statements are presented in nuevos soles and all values are rounded to the nearest thousand (S/.000), except as otherwise indicated.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Group’s annual consolidated financial statements as of December 31, 2013.
New standards, interpretations and amendments
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group´s annual financial statements for the year ended December 31, 2013.
Several new standards and amendments apply for the first time in 2014. However, they do not impact the interim condensed consolidated financial statements or the annual consolidated financial statements of the Group.
The nature and impact of each new standard or amendment is described below:
- Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
These amendments provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10 Consolidated Financial Statements. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. These amendments have no impact to the Group, since none of the entities in the Group qualifies to be an investment entity under IFRS 10.
Notes to interim condensed consolidated financial statements (continued)
-
|
Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32
|
These amendments clarify the meaning of “currently has a legally enforceable right to set-off” and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. These amendments have no impact on the Group.
-
|
Novation of Derivatives and Continuation of Hedge Accounting – Amendments to IAS 39 These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. These amendments have no impact to the Group as the Group has not novated its derivatives during the current or prior periods.
|
IFRIC 21 is effective for annual periods beginning on or after January 1, 2014 and is applied retrospectively. It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation.
The Group adopted IFRIC 21 in the current year. The effect of applying IFRIC 21 on the Group’s unaudited financial statements as of June 30, 2014 and 2013 is not significant.
The adoption of IFRIC 21 did not have as impact on the consolidated financial statements of the Group as December 31, 2013.
The Company has not yet early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
2.2 Basis of consolidation -
The interim condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of June 30, 2014 and 2013.
2.3 Seasonality -
Seasonality is not relevant for the activities of the Company.
Notes to interim condensed consolidated financial statements (continued)
3.
|
Cash and term deposits
|
(a) This caption consists of the following:
|
|
As of
June 30,
2014
|
|
|
As of
December 31,
2013
|
|
|
As of
June 30,
2013
|
|
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
|
|
|
|
|
|
|
|
|
Cash on hand
|
|
|
1,446 |
|
|
|
1,788 |
|
|
|
1,793 |
|
Cash at banks (b)
|
|
|
279,415 |
|
|
|
446,244 |
|
|
|
377,094 |
|
Short-term deposits (c)
|
|
|
504,250 |
|
|
|
528,920 |
|
|
|
385,750 |
|
Cash balances included in statements of cash flows
|
|
|
785,111 |
|
|
|
976,952 |
|
|
|
764,637 |
|
Time deposits with original maturity greater than 90 days
|
|
|
- |
|
|
|
- |
|
|
|
227,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
785,111 |
|
|
|
976,952 |
|
|
|
991,637 |
|
|
(b)
|
Cash at banks is denominated in local and foreign currencies, is deposited in domestic and foreign banks and is freely available. The cash at banks interest yield is based on daily bank deposit rates.
|
|
(c)
|
As of June 30, 2014, December 31, 2013 and June 30, 2013, the short-term deposits held in domestic banks were freely available and earned interest at the respective short-term market rates and have original maturities of less than three months.
|
As of June 30, 2014, these short-term deposits include approximately S/.279,500,000 related to the proceeds obtained on February 2013 through the issuance of Senior Notes.
4.
|
Property, plant and equipment
|
During the three and six-month periods ended June 30, 2014, the Company’s additions amounted approximately to S/.147,541,000 and S/.265,372,000, respectively (S/.57,160,000 and S/.114,879,000 during the three and six-month periods ended June 30, 2013), which are mainly related to the construction of a cement plant located in Piura and commissioning of a diatomites brick plant in the North of Peru.
During the three and six-month periods ended June 30, 2014, the Group disposed assets with a net book value of S/.1,187,000 and S/.1,591,000, respectively, resulting in a net loss on disposal of S/.766,000 and S/.1,079,000, respectively.
In connection with the construction of the cement plant in Piura, which is expected to be completed during 2015, the borrowings costs capitalized during the three and six-month periods ended as of June 30, 2014 were approximately S/.2,530,000 and S/.3,826,000, respectively. The carrying amount of these eligible assets was S/.248,528,000 as of June 30,2014 (S/.60,676,000 as of December 31,2013) .The rate used to determine the amount of borrowings costs eligible for capitalization was 4.50%, which is the effective rate of the only borrowing the Group has as of June 30, 2014. The amount of borrowing costs eligible for capitalization is determined by applying the capitalization rate to the disbursements incurred in eligible assets.
Notes to interim condensed consolidated financial statements (continued)
As of June 30, 2014, dividends payable amounted to S/.2,739,000 (S/.4,554,000 as of December 31, 2013), which are included in other payables account. In order to comply with Peruvian law requirements, S/.1,670,000 corresponding to dividends payable with aging greater than ten years were capitalized and recorded in the legal reserve caption, in equity.
As of June 30, 2014 and December 31, 2013, this caption mainly includes workers’ profit sharing, long-term incentive plan and other minors. The decrease in this liability is mainly explained for the payment of the workers’ profit sharing made in the first quarter of 2014.
The Company calculates income tax expense of the period using the tax rate that would be applicable to the expected total annual earnings.
The major components of the income tax expense in the interim condensed consolidated statement of profit or loss and statement of other comprehensive income are:
|
|
For the three-month periods ended
June 30,
|
|
|
For the six-month
periods ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expense
|
|
|
(20,614 |
) |
|
|
(12,982 |
) |
|
|
(40,684 |
) |
|
|
(30,706 |
) |
Deferred income tax expense
|
|
|
1,221 |
|
|
|
2,677 |
|
|
|
3,386 |
|
|
|
(253 |
) |
Income tax expense recognized in the consolidated statements of profit or loss
|
|
|
(19,393 |
) |
|
|
(10,305 |
) |
|
|
(37,298 |
) |
|
|
(30,959 |
) |
Effective income tax rate
|
|
|
32.11 |
% |
|
|
30.60 |
% |
|
|
31.58 |
% |
|
|
31.13 |
% |
The income tax recorded directly to other comprehensive income for the three and six-month periods ended June 30, 2014, was a loss of S/.744,000 and a gain of S/.1,349,000, respectively (loss of S/.310,000 and S/.1,793,000 for the three and six-month periods ended as of June 30, 2013).
Notes to interim condensed consolidated financial statements (continued)
8. Related party transactions
During the three and six months periods ended June 30, 2014 and 2013, the Company carried out the following main transactions with Inversiones ASPI S.A. and its affiliates:
|
|
For the three-month periods
ended June 30,
|
|
|
For the six-month periods
ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
S/.(000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees for management and administrative services
|
|
|
94 |
|
|
|
129 |
|
|
|
187 |
|
|
|
258 |
|
Fees from land and offices rental services
|
|
|
131 |
|
|
|
114 |
|
|
|
251 |
|
|
|
223 |
|
Interest income on loans to Inversiones ASPI S.A. and an affiliate
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7 |
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security services
|
|
|
(339 |
) |
|
|
(577 |
) |
|
|
(646 |
) |
|
|
(577 |
) |
As a result of these and other transactions, the Company had the following rights and obligations with Inversiones ASPI S.A. and its affiliates as of June 30, 2014 and December 31, 2013:
|
|
June 30, 2014
|
|
|
December 31, 2013
|
|
|
|
Accounts
receivable
|
|
|
Accounts
payable
|
|
|
Accounts
receivable
|
|
|
Accounts
payable
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inversiones ASPI S.A.
|
|
|
166 |
|
|
|
14 |
|
|
|
62 |
|
|
|
14 |
|
Other
|
|
|
456 |
|
|
|
- |
|
|
|
347 |
|
|
|
265 |
|
|
|
|
622 |
|
|
|
14 |
|
|
|
409 |
|
|
|
279 |
|
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances are unsecured and interest free. There have been no guarantees provided or received from any related party receivables or payables. For the periods ended June 30, 2014 and December 31, 2013, the Company has not recorded any impairment of receivables from related parties. This assessment is undertaken each financial year by examining the financial position of the related party.
Compensation of key management personnel of the Group -
The expenses for profit-sharing, compensation and other concepts for members of the Board of Directors and the management payroll amounted to S/.6,694,000 and S/.13,317,000, during the three and six-month periods ended June 30, 2014, respectively (S/.5,793,000 and S/.13,501,000 during the three and six-months periods ended June 30, 2013). The Company does not compensate management with post-employment or contract termination benefits or share-based payments.
Notes to interim condensed consolidated financial statements (continued)
9.
|
Earnings per share (EPS)
|
Basic earnings per share amounts are calculated by dividing net profit for the three and six-month periods ended June 30, 2014 and 2013 attributable to common shares and investment shares of the parent by the weighted average number of common and investment shares outstanding during those periods.
The Group has no dilutive potential common shares as of June 30, 2014 and 2013.
Calculation of the weighted average number of shares and the basic and diluted earnings per share is presented below:
|
|
For the three-month periods
ended June 30,
|
|
|
For the six-month periods
ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit attributable to ordinary equity holders
|
|
|
41,770 |
|
|
|
23,864 |
|
|
|
82,363 |
|
|
|
69,925 |
|
|
|
For the three-month periods
ended June 30,
|
|
For the six-month periods
ended June 30,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
Thousands
|
|
Thousands
|
|
Thousands
|
|
Thousands
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
Weighted average number of common and investment shares
|
|
581,964
|
|
581,964
|
|
581,964
|
|
581,964
|
|
|
For the three-month periods
ended June 30,
|
|
|
For the six-month periods
ended June 30,
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.
|
|
|
S/.
|
|
|
S/.
|
|
|
S/.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings for common and investment shares
|
|
|
0.07 |
|
|
|
0.04 |
|
|
|
0.14 |
|
|
|
0.12 |
|
There have been no other transactions involving common shares or potential common shares between the reporting date and the date of completion of these interim condensed consolidated financial statements.
Notes to interim condensed consolidated financial statements (continued)
10.
|
Financial instruments
|
(a) Financial asset and liabilities –
Financial assets –
|
|
As of
June 30,
2014
|
|
|
As of
December 31,
2013
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
Available-for-sale financial investments at fair value through OCI
|
|
|
|
|
|
|
Quoted equity shares
|
|
|
847 |
|
|
|
967 |
|
Unquoted equity shares
|
|
|
30,715 |
|
|
|
35,091 |
|
|
|
|
|
|
|
|
|
|
Total available-for-sale investments at fair value
|
|
|
31,562 |
|
|
|
36,058 |
|
Except available-for-sale investments which are registered at fair value, all financial assets which include cash and term deposits and trade and other receivables, are classified in the category of loans and receivables, are held to maturity and generate fixed or variable interest income for the Group. The carrying value may be affected by changes in the credit risk of the counterparties.
Financial liabilities -
All financial liabilities of the Group include trade and other payables and interest-bearing loans and borrowings, are classified as loans and borrowings and are carried at amortized cost.
(b) Fair values –
Set out below is a comparison of the carrying amounts and fair values of financial instruments as of June 30, 2014 and December 31, 2013:
|
|
Carrying amount
|
|
|
Fair value
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for- sale financial investments
|
|
|
31,562 |
|
|
|
36,058 |
|
|
|
31,562 |
|
|
|
36,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets - non-current
|
|
|
31,562 |
|
|
|
36,058 |
|
|
|
31,562 |
|
|
|
36,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes
|
|
|
824,843 |
|
|
|
824,022 |
|
|
|
797,582 |
|
|
|
738,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
824,843 |
|
|
|
824,022 |
|
|
|
797,582 |
|
|
|
738,527 |
|
Management assessed that cash and term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
Valuation methods and assumptions-
The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than in force or liquidation sale.
Notes to interim condensed consolidated financial statements (continued)
The following methods and assumptions were used to estimate the fair values:
|
-
|
Fair value of senior notes is based on a price quotation at the reporting date.
|
|
-
|
Fair value of available-for-sale investments is obtained from quoted market prices in active markets.
|
|
-
|
Fair value of unquoted available-for-sale financial investments is estimated using a technique for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
|
|
(c)
|
Fair value measurement -
|
All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, as follows:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The following table provides the fair value measurement hierarchy of the Group´s assets and liabilities.
Notes to interim condensed consolidated financial statements (continued)
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of
June 30, 2014 –
|
|
Fair value measurement using
|
|
|
|
Total
|
|
|
Quoted prices in active markets
(Level 1)
|
|
|
Significant observable inputs
(Level 2)
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value:
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial investments:
|
|
|
|
|
|
|
|
|
|
Quoted equity shares
|
|
|
847 |
|
|
|
847 |
|
|
|
- |
|
Unquoted equity shares
|
|
|
30,715 |
|
|
|
- |
|
|
|
30,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
31,562 |
|
|
|
847 |
|
|
|
30,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities for which fair values are disclosed:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes
|
|
|
797,582 |
|
|
|
- |
|
|
|
797,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
797,582 |
|
|
|
- |
|
|
|
797,582 |
|
During the reporting period ending June 30, 2014, there were no transfers between Levels. There were no assets or liabilities measured or disclosed at fair value using significant unobservable inputs (Level 3).
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2013 –
|
|
Fair value measurement using
|
|
|
|
Total
|
|
|
Quoted prices in active markets
(Level 1)
|
|
|
Significant observable inputs
(Level 2)
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
Assets measured at fair value:
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial investments:
|
|
|
|
|
|
|
|
|
|
Quoted equity shares
|
|
|
967 |
|
|
|
967 |
|
|
|
- |
|
Unquoted equity shares
|
|
|
35,091 |
|
|
|
- |
|
|
|
35,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
36,058 |
|
|
|
967 |
|
|
|
35,091 |
|
Liabilities for which fair values are disclosed:
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes
|
|
|
738,527 |
|
|
|
- |
|
|
|
738,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
738,527 |
|
|
|
- |
|
|
|
738,527 |
|
There have been no transfers between Levels during the period ending December 31, 2013. There were no assets or liabilities measured or disclosed at fair value using significant unobservable inputs (Level 3).
Notes to interim condensed consolidated financial statements (continued)
Risk management activities-
As a result of its activities, the Company is exposed to foreign currency risk. The six-month period ended June 30, 2013 and the year ended December 31, 2013 experienced significant volatility in the US Dollar exchange rate against the Nuevo Sol, resulting in significant net losses mainly related to the borrowings of the Company denominated in US dollars. The net losses were recorded in the interim condensed consolidated statement of profit or loss in the caption “Net loss of exchange difference”.
As of June 30, 2014 and December 31, 2013, the Company had no financial instruments to hedge its foreign exchange risk, interest rates or market price (purchase price of coal) fluctuations.
11.
|
Commitments and contingencies
|
Operating lease commitments – Group as lessor
As of June 30, 2014, the Company, as lessor, has a land lease with Compañía Minera Ares S.A.C. a related party of Inversiones ASPI S.A. This lease is annually renewable and for the three and six-month periods ended June 30, 2014 provided an income of S/.124,000 and S/.240,000 , respectively (S/.131,000 and S/.223,000 for the three and six-months ended June 30, 2013).
Operating lease commitments – Group as lessee
In May 2012, the Company signed a contract with a third party to lease a land located in the north of Peru. The lease has a term of maturity of 30 years and accrued an annual rent of US$200,000 from 2012 to 2015, and from 2016 to the maturity date of the contract the rent will be equivalent to 0.64% of the sales of phosphoric rock, but may not be less than US$1,600,000 annually. The expense for the three and six-month periods ended as of June 30, 2014 amounted to S/.140,000 and S/.280,000, respectively, and it was recognized in the administrative expenses caption in the consolidated statement of profit or loss (S/.258,000 for the three and six-month ended June 30, 2013).
Capital commitments
|
As of June 30, 2014, the Group had the following main commitments:
|
-
|
Construction of a cement plant located in Piura by S/.124,580,000.
|
-
|
Commissioning of a diatomites brick plant in the North of Peru by S/.473,000.
|
-
|
Development activities of phosphoric rock by S/.1,615,000.
|
-
|
Transmission line related to the cement plant located in Piura by S/.7,543,000.
|
|
-
|
Commitment for development of brine Project up to US$100,000,000, see note 1. In connection with this commitment, as of June 30, 2014 the Group has made contributions for US$16,840,000.
|
Other commitments
-
|
Commitment of future sales of phosphoric rock to Mitsubishi Corporation when the project starts production.
|
-
|
The Group maintains long-term electricity supply agreements which billings are determined taking into consideration consumption of electricity and other market variables.
|
-
|
Since November 2013, the Group has a five-year period natural gas supply agreement for its diatomite brick plant, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption. As of June 30, 2014, the Group has accomplished the minimum requirements established in this agreement.
|
Environmental matters
The Company’s exploration and exploitation activities are subject to environmental protection standards. Such standards are the same as those disclosed on the consolidated financial statement as of December 31, 2013 and the only change on this subject in the interim consolidated financial statements as of June 30, 2014 in comparison to the consolidated financial statement as of December 31, 2013, is the approval by the Peruvian authorities as of March 2014, of the EIS (Environmental Impact Study) presented by the Group for its Phosphates project.
Notes to interim condensed consolidated financial statements (continued)
Tax situation
During the four years following the year tax returns are filed, the tax authorities have the power to review and, as applicable, correct the income tax computed by each individual company. The income tax and value-added tax returns for the following years are open for review by the tax authorities.
|
Years open to review by Tax Authorities
|
Entity
|
Income tax
|
Value-added tax
|
|
|
|
Cementos Pacasmayo S.A.A.
|
2011-2014
|
2009-2014
|
Cementos Selva S.A.
|
2009/2011-2014
|
2009/2011-2014
|
Distribuidora Norte Pacasmayo S.R.L.
|
2010-2014
|
2009-2014
|
Empresa de Transmisión Guadalupe S.A.C.
|
2009-2014
|
2009-2014
|
Fosfatos del Pacífico S.A.
|
2009-2014
|
2009-2014
|
Salmueras Sudamericanas S.A.
|
2011-2014
|
2011-2014
|
Calizas del Norte S.A.C.
|
2014
|
2013-2014
|
Corianta S.A. (*)
|
2009-2011
|
(**)
|
Tinku Generacion S.A.C. (*)
|
2009-2011
|
2009-2011
|
|
(*)
|
These subsidiaries were merged with the Company in December 2011.
|
|
(**)
|
The periods open to review by tax authorities for this entity are from January to May 2010 and from September to December 2011.
|
Due to possible interpretations that the tax authorities may give to legislation in effect, it is not possible to determine whether any of the tax audits that may be performed will result in increased liabilities for the Company. For that reason, tax or surcharge that could arise from future tax audits would be applied to the income during the period in which it is determined. However, in management’s opinion, any possible additional payment of taxes would not have a material effect on the interim condensed consolidated financial statements as of June 30, 2014 and the annual consolidated financial statements as of December 31, 2013.
Notes to interim condensed consolidated financial statements (continued)
Legal claim contingency
As of June 30, 2014, some third parties have commenced actions against the Group in relation with its operations in the amount of S/.7,240,000. Of this total amount, S/.38,000 corresponds to labor claims from former employees and S/.2,298,000 and S/. 4,904,000 is related to the tax assessments received from the tax administration corresponding to 2009 and 2010 tax period, which was reviewed by the tax authority during 2012 and 2013, respectively.
Management expects that these claims will be resolved within the next five years based on prior experience; however, the Company cannot assure that these claims will be resolved within this period because the authorities do not have a maximum term to resolve cases. The Group has been advised by its legal counsel that it is only possible, but not probable, that these actions will succeed. Accordingly, no provision for any liability has been made in these interim condensed consolidated financial statements.
Mining royalty
Third parties
The subsidiary Fosfatos del Pacífico S.A., signed an agreement with the Peruvian Government, Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. related to the use of the Bayovar concession, which contains phosphoric rock and diatomites. As part of this agreement, the Subsidiary Fosfatos del Pacifico S.A. is required to pay to Fundacion Comunal San Martin de Sechura and Activos Mineros S.A.C. an equivalent amount to US$3 for each metric tons of diatomite extracted. The annual royalty may not be less than the equivalent to 40,000 metric tons during the second year of production and 80,000 metric tons since the third year of production. The related royalty expense amounted to S/.171,000 and S/.343,000 for the three and six-month periods ended June 30, 2014, respectively (S/.160,000 and S/.333,000 for the three and six-month periods ended June 30, 2013).
In December 2013, the Company signed an agreement with a third party, related to the use of the Bayovar concession, to carry out other non-metallic mining activities. This agreement has a term of maturity of 30 years, with fixed annual payments of US$600,000 for the first three years and variables to the rest of the contract. As of the date of this report the Group has paid US$300,000.
Interest-bearing loans and borrowings covenants
Senior Notes
In February 2013, the Company issued Senior Notes by US$300,000,000 with interest rate of 4.50% and maturity on 2023. During the six-month period ended as of June 30, 2014, the Senior Notes accrued interest for S/.18,913,000.
Notes to interim condensed consolidated financial statements (continued)
In the case that the Company and Guarantee Subsidiaries (Cementos Selva S.A., Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmisión Guadalupe S.A.C., Dinoselva Iquitos S.A.C. and Calizas del Norte S.A.C.) requires to issue debt or equity instruments or merges with another company or dispose or rent significant assets, the Senior Notes will activate the following covenants, calculated on the Company and Guarantee Subsidiaries annual consolidated financial statements:
|
-
|
The fixed charge covenant ratio would be at least 2.5 to 1.
|
|
-
|
The consolidated debt-to-EBITDA ratio would be no greater than 3.5 to 1.
|
As of June 30, 2014, the Company has not entered in any of the operations mentioned above.
Notes to interim condensed consolidated financial statements (continued)
For management purposes, the Group is organized into business units based on their products and activities, and have three reportable segments as follows:
|
-
|
Production and marketing of cement, concrete and blocks in the northern region of Peru.
|
|
-
|
Sale of construction supplies in the northern region of Peru.
|
|
-
|
Production and marketing of quicklime in the northern region of Peru.
|
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the profit before income tax of each business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit before income tax and is measured consistently with profit before income tax in the interim condensed consolidated financial statements.
Transfer prices between operating segments are on an arm’s length basis in a similar manner to transactions with third parties.
|
|
Revenues from
external customers
|
|
|
Revenues from
inter segments
|
|
|
Total
revenue
|
|
|
Gross
margin
|
|
|
Profit (loss) before
income tax
|
|
|
Income
tax
|
|
|
Profit (loss) for
the period
|
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
June 30,
2014
|
|
|
June 30,
2013
|
|
|
|
S/.(000)
|
|
|
S/.(000) |
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
For the three-month periods ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement, concrete and blocks
|
|
|
261,438 |
|
|
|
261,967 |
|
|
|
- |
|
|
|
- |
|
|
|
261,438 |
|
|
|
261,967 |
|
|
|
118,854 |
|
|
|
129,134 |
|
|
|
64,032 |
|
|
|
42,468 |
|
|
|
(20,577 |
) |
|
|
(13,031 |
) |
|
|
43,455 |
|
|
|
29,437 |
|
Construction supplies
|
|
|
21,760 |
|
|
|
23,007 |
|
|
|
- |
|
|
|
- |
|
|
|
21,760 |
|
|
|
23,007 |
|
|
|
640 |
|
|
|
814 |
|
|
|
(134 |
) |
|
|
(82 |
) |
|
|
42 |
|
|
|
26 |
|
|
|
(91 |
) |
|
|
(56 |
) |
Quicklime
|
|
|
19,739 |
|
|
|
9,887 |
|
|
|
- |
|
|
|
- |
|
|
|
19,739 |
|
|
|
9,887 |
|
|
|
3,065 |
|
|
|
3,523 |
|
|
|
(1,276 |
) |
|
|
(289 |
) |
|
|
414 |
|
|
|
89 |
|
|
|
(862 |
) |
|
|
(200 |
) |
Other
|
|
|
324 |
|
|
|
347 |
|
|
|
- |
|
|
|
- |
|
|
|
324 |
|
|
|
347 |
|
|
|
(37 |
) |
|
|
609 |
|
|
|
(2,235 |
) |
|
|
(8,419 |
) |
|
|
728 |
|
|
|
2,611 |
|
|
|
(1,508 |
) |
|
|
(5,808 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
303,261 |
|
|
|
295,208 |
|
|
|
- |
|
|
|
- |
|
|
|
303,261 |
|
|
|
295,208 |
|
|
|
122,522 |
|
|
|
134,080 |
|
|
|
60,387 |
|
|
|
33,678 |
|
|
|
(19,393 |
) |
|
|
(10,305 |
) |
|
|
40,994 |
|
|
|
23,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six-month periods ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement, concrete and blocks
|
|
|
525,441 |
|
|
|
519,050 |
|
|
|
- |
|
|
|
1 |
|
|
|
525,441 |
|
|
|
519,051 |
|
|
|
239,313 |
|
|
|
247,742 |
|
|
|
127,693 |
|
|
|
111,954 |
|
|
|
(40,329 |
) |
|
|
(34,856 |
) |
|
|
87,364 |
|
|
|
77,098 |
|
Construction supplies
|
|
|
46,912 |
|
|
|
47,379 |
|
|
|
- |
|
|
|
48 |
|
|
|
46,912 |
|
|
|
47,427 |
|
|
|
1,525 |
|
|
|
1,532 |
|
|
|
(61 |
) |
|
|
(34 |
) |
|
|
19 |
|
|
|
11 |
|
|
|
(42 |
) |
|
|
(23 |
) |
Quicklime
|
|
|
30,530 |
|
|
|
19,388 |
|
|
|
- |
|
|
|
- |
|
|
|
30,530 |
|
|
|
19,388 |
|
|
|
3,565 |
|
|
|
5,253 |
|
|
|
(3,344 |
) |
|
|
(486 |
) |
|
|
1,056 |
|
|
|
151 |
|
|
|
(2,288 |
) |
|
|
(335 |
) |
Other
|
|
|
460 |
|
|
|
718 |
|
|
|
- |
|
|
|
581 |
|
|
|
460 |
|
|
|
1,299 |
|
|
|
(193 |
) |
|
|
197 |
|
|
|
(6,193 |
) |
|
|
(11,997 |
) |
|
|
1,956 |
|
|
|
3,735 |
|
|
|
(4,237 |
) |
|
|
(8,262 |
) |
Adjustments and eliminations
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(630 |
) |
|
|
- |
|
|
|
(630 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
. |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
603,343 |
|
|
|
586,535 |
|
|
|
- |
|
|
|
- |
|
|
|
603,343 |
|
|
|
586,535 |
|
|
|
244,210 |
|
|
|
254,724 |
|
|
|
118,095 |
|
|
|
99,437 |
|
|
|
(37,298 |
) |
|
|
(30,959 |
) |
|
|
80,797 |
|
|
|
68,478 |
|
Notes to interim condensed consolidated financial statements (continued)
|
|
Segment
assets
|
|
|
Other
assets
|
|
|
Total
assets
|
|
|
Segment liabilities
|
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
S/.(000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement, concrete and blocks
|
|
|
2,662,510 |
|
|
|
- |
|
|
|
2,662,510 |
|
|
|
1,059,173 |
|
Construction supplies
|
|
|
30,115 |
|
|
|
- |
|
|
|
30,115 |
|
|
|
28,997 |
|
Quicklime
|
|
|
133,142 |
|
|
|
- |
|
|
|
133,142 |
|
|
|
- |
|
Other
|
|
|
326,895 |
|
|
|
31,562 |
|
|
|
358,457 |
|
|
|
6,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
3,152,662 |
|
|
|
31,562 |
|
|
|
3,184,224 |
|
|
|
1,094,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement, concrete and blocks
|
|
|
2,596,649 |
|
|
|
- |
|
|
|
2,596,649 |
|
|
|
1,051,566 |
|
Construction supplies
|
|
|
21,773 |
|
|
|
- |
|
|
|
21,773 |
|
|
|
45,839 |
|
Quicklime
|
|
|
134,924 |
|
|
|
- |
|
|
|
134,924 |
|
|
|
- |
|
Other
|
|
|
325,133 |
|
|
|
36,058 |
|
|
|
361,191 |
|
|
|
7,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
3,078,479 |
|
|
|
36,058 |
|
|
|
3,114,537 |
|
|
|
1,105,067 |
|
During the six-month period ended June 30, 2014 there were no inter-segment revenues. Inter-segment revenues of S/.630,000 during the six-month period ended June 30, 2013 were eliminated on consolidation.
The “other” column includes activities that do not meet the threshold for disclosure under IFRS 8.13 and represent non-material operations of the Group (including phosphates, brine and others).
Other assets
As of June 30, 2014 corresponds to the available-for-sale investments caption for approximately S/.31,562,000 (S/.36,058,000 as of December 31, 2013) which is not allocated to any segment.
Geographic information
All revenues are from Peruvian clients.
As of June 30, 2014 and December 31, 2013, all non-current assets are located in Peru.
16