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 February 2024
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)
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 ☐
February 14, 2024
SIGNATURES
Pursuant to the requirements of the Exchange Act, 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/ CRISTIAN RESTREPO HERNANDEZ | |
Name: | Cristian Restrepo Hernandez | |
Title: | VP of Corporate Finance | |
Date: | February 14, 2024 |
AENZA S.A.A. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Free translation from the original in Spanish)
AENZA S.A.A. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022 AND 2023 (UNAUDITED)
S/ | = | Peruvian Sol |
US$ | = | United States dollar |
- i -
Interim Condensed Consolidated Statement of Financial Position
As of December 31, 2022 and 2023
In thousands of soles | Note | 2022 | 2023 | |||||||
Assets | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | 9 | 917,554 | 1,003,888 | |||||||
Trade accounts receivable, net | 10 | 1,078,582 | 1,061,801 | |||||||
Accounts receivable from related parties | 11 | 27,745 | 15,443 | |||||||
Other accounts receivable, net | 12 | 393,195 | 348,072 | |||||||
Inventories, net | 13 | 346,783 | 360,497 | |||||||
Prepaid expenses | 28,098 | 29,098 | ||||||||
Total current assets | 2,791,957 | 2,818,799 | ||||||||
Non-current assets | ||||||||||
Trade accounts receivable, net | 10 | 723,869 | 768,971 | |||||||
Accounts receivable from related parties | 11 | 542,392 | 528,285 | |||||||
Other accounts receivable, net | 12 | 285,730 | 311,404 | |||||||
Inventories, net | 13 | 65,553 | 70,282 | |||||||
Prepaid expenses | 17,293 | 14,081 | ||||||||
Investments in associates and joint ventures | 14 | 14,916 | 12,747 | |||||||
Investment property, net | 15 | 61,924 | 58,260 | |||||||
Property, plant and equipment, net | 15 | 284,465 | 307,165 | |||||||
Right-of-use assets, net | 15 | 50,207 | 36,295 | |||||||
Intangible assets and goodwill, net | 15 | 787,336 | 752,456 | |||||||
Deferred tax asset | 22 | 295,638 | 255,763 | |||||||
Total non-current assets | 3,129,323 | 3,115,709 | ||||||||
Total assets | 5,921,280 | 5,934,508 | ||||||||
Liabilities | ||||||||||
Current liabilities | ||||||||||
Borrowings | 16 | 574,262 | 516,029 | |||||||
Bonds | 17 | 77,100 | 81,538 | |||||||
Trade accounts payable | 18 | 1,027,256 | 1,164,266 | |||||||
Accounts payable to related parties | 11 | 53,488 | 44,372 | |||||||
Current income tax | 69,652 | 39,015 | ||||||||
Other accounts payable | 19 | 705,442 | 601,101 | |||||||
Other provisions | 20 | 132,926 | 117,086 | |||||||
Total current liabilities | 2,640,126 | 2,563,407 | ||||||||
Non-current liabilities | ||||||||||
Borrowings | 16 | 305,631 | 306,678 | |||||||
Bonds | 17 | 792,813 | 741,387 | |||||||
Trade accounts payable | 18 | 9,757 | 4,001 | |||||||
Accounts payable to related parties | 11 | 27,293 | 28,564 | |||||||
Other accounts payable | 19 | 102,319 | 509,311 | |||||||
Other provisions | 20 | 569,027 | 98,067 | |||||||
Deferred tax liability | 22 | 128,308 | 188,694 | |||||||
Total non-current liabilities | 1,935,148 | 1,876,702 | ||||||||
Total liabilities | 4,575,274 | 4,440,109 | ||||||||
Equity | 21 | |||||||||
Capital | 1,196,980 | 1,371,965 | ||||||||
Legal reserve | 132,011 | - | ||||||||
Voluntary reserve | 29,974 | - | ||||||||
Share Premium | 1,142,092 | - | ||||||||
Other reserves | (97,191 | ) | (68,440 | ) | ||||||
Retained earnings | (1,342,362 | ) | (34,220 | ) | ||||||
Equity attributable to controlling interest in the Company | 1,061,504 | 1,269,305 | ||||||||
Non-controlling interest | 29 | 284,502 | 225,094 | |||||||
Total equity | 1,346,006 | 1,494,399 | ||||||||
Total liabilities and equity | 5,921,280 | 5,934,508 |
The accompanying notes are part of the interim condensed consolidated financial statements.
- 1 -
Interim Condensed Consolidated Statement of Profit or Loss
For the three and twelve-month period ended December 31, 2022 and 2023
For the three-month period | For the twelve-month period | |||||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||||
In thousands of soles | Note | 2022 | 2023 | 2022 | 2023 | |||||||||||||
Revenue | ||||||||||||||||||
Revenue from construction activities | 559,879 | 702,084 | 2,451,067 | 2,443,984 | ||||||||||||||
Revenue from services provided | 326,184 | 282,853 | 1,104,900 | 1,103,323 | ||||||||||||||
Revenue from real estate and sale of goods | 373,028 | 214,248 | 849,157 | 754,168 | ||||||||||||||
Total revenue from ordinary activities arising from contracts with customers | 23 | 1,259,091 | 1,199,185 | 4,405,124 | 4,301,475 | |||||||||||||
Cost | ||||||||||||||||||
Cost of construction activities | (649,017 | ) | (614,688 | ) | (2,465,279 | ) | (2,176,767 | ) | ||||||||||
Cost of services provided | (263,722 | ) | (215,463 | ) | (874,187 | ) | (842,531 | ) | ||||||||||
Cost of real estate and sale of goods | (215,758 | ) | (175,462 | ) | (566,138 | ) | (586,609 | ) | ||||||||||
Cost of sales and services | 24 | (1,128,497 | ) | (1,005,613 | ) | (3,905,604 | ) | (3,605,907 | ) | |||||||||
Gross profit | 130,594 | 193,572 | 499,520 | 695,568 | ||||||||||||||
Administrative expenses | 24 | (67,000 | ) | (55,511 | ) | (214,487 | ) | (211,643 | ) | |||||||||
Other income and expenses | 25 | (26,497 | ) | 6,496 | (290,614 | ) | 13,705 | |||||||||||
Operating profit (loss) | 37,097 | 144,557 | (5,581 | ) | 497,630 | |||||||||||||
Financial expenses | 26.A | (45,171 | ) | (47,832 | ) | (156,474 | ) | (190,044 | ) | |||||||||
Financial income | 26.A | 4,669 | 8,102 | 15,454 | 31,300 | |||||||||||||
Interests for present value of financial asset or liability | 26.B | (1,185 | ) | 1,065 | (86,014 | ) | 2,576 | |||||||||||
Share of the profit or loss of associates and joint ventures accounted for using the equity method | 14 | 221 | 574 | 1,907 | 3,011 | |||||||||||||
(Loss) profit before income tax | (4,369 | ) | 106,466 | (230,708 | ) | 344,473 | ||||||||||||
Income tax expense | 27 | (76,283 | ) | (31,971 | ) | (131,346 | ) | (196,242 | ) | |||||||||
(Loss) profit for the period | (80,652 | ) | 74,495 | (362,054 | ) | 148,231 | ||||||||||||
(Loss) profit attributable to: | ||||||||||||||||||
Controlling interest in the Company | (128,925 | ) | 58,950 | (451,151 | ) | 91,527 | ||||||||||||
Non-controlling interest | 48,273 | 15,545 | 89,097 | 56,704 | ||||||||||||||
(80,652 | ) | 74,495 | (362,054 | ) | 148,231 | |||||||||||||
(Loss) profit per share attributable to controlling interest in the Company during the period | 31 | (0.108 | ) | 0.049 | (0.403 | ) | 0.076 | |||||||||||
Diluted (loss) profit per share attributable to controlling interest in the Company during the periodo | 31 | (0.108 | ) | 0.040 | (0.377 | ) | 0.067 |
The accompanying notes are part of the interim condensed consolidated financial statements.
- 2 -
Interim Condensed Consolidated Statement of Other Comprehensive Income
For the three and twelve-month period ended December 31, 2022 and 2023
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
(Loss) profit for the period | (80,652 | ) | 74,495 | (362,054 | ) | 148,231 | ||||||||||
Other comprehensive income: | ||||||||||||||||
Items that may be subsequently reclassified to profit or loss | ||||||||||||||||
Other comprehensive income recycled | (7,461 | ) | - | (7,461 | ) | - | ||||||||||
Foreign currency translation adjustment, net of tax | (10,828 | ) | 6,141 | (20,911 | ) | 29,056 | ||||||||||
Exchange difference from net investment in a foreign operation, net of tax | 338 | - | (289 | ) | (168 | ) | ||||||||||
Other comprehensive income for the period, net of tax | (17,951 | ) | 6,141 | (28,661 | ) | 28,888 | ||||||||||
Total comprehensive income for the period | (98,603 | ) | 80,636 | (390,715 | ) | 177,119 | ||||||||||
Comprehensive income attributable to: | ||||||||||||||||
Controlling interest in the Company | (146,848 | ) | 65,098 | (479,713 | ) | 120,278 | ||||||||||
Non-controlling interest | 48,245 | 15,538 | 88,998 | 56,841 | ||||||||||||
(98,603 | ) | 80,636 | (390,715 | ) | 177,119 |
The accompanying notes are part of the interim condensed consolidated financial statements.
- 3 -
Interim Condensed Consolidated Statement of Changes in Equity
For the year ended December 31, 2022 and 2023
In thousands of soles | Note | Number of shares in thousands | Capital | Legal reserve | Voluntary reserve | Share premium | Other reserves | Retained earnings | Total | Non- controlling interest | Total | |||||||||||||||||||||||||||||||
Balances as of January 1, 2022 | 871,918 | 871,918 | 132,011 | 29,974 | 1,131,574 | (68,629 | ) | (893,803 | ) | 1,203,045 | 252,965 | 1,456,010 | ||||||||||||||||||||||||||||||
(Loss) profit for the period | - | - | - | - | - | - | (451,151 | ) | (451,151 | ) | 89,097 | (362,054 | ) | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | - | (20,814 | ) | - | (20,814 | ) | (97 | ) | (20,911 | ) | ||||||||||||||||||||||||||||
Other comprehensive income recycled | - | - | - | - | - | (7,461 | ) | - | (7,461 | ) | - | (7,461 | ) | |||||||||||||||||||||||||||||
Exchange difference from net investment in a foreign operation | - | - | - | - | - | (287 | ) | - | (287 | ) | (2 | ) | (289 | ) | ||||||||||||||||||||||||||||
Comprehensive income of the period | - | - | - | - | - | (28,562 | ) | (451,151 | ) | (479,713 | ) | 88,998 | (390,715 | ) | ||||||||||||||||||||||||||||
Transactions with shareholders: | ||||||||||||||||||||||||||||||||||||||||||
Dividend distribution | 25 | - | - | - | - | - | - | - | - | (19,847 | ) | (19,847 | ) | |||||||||||||||||||||||||||||
Acquisition of (profit distribution to) non-controlling interests, net | - | - | - | - | - | - | - | - | (36,879 | ) | (36,879 | ) | ||||||||||||||||||||||||||||||
Capital increase | 325,062 | 325,062 | - | - | 10,518 | - | - | 335,580 | - | 335,580 | ||||||||||||||||||||||||||||||||
Dilution of non-controlling shareholders | - | - | - | - | - | - | 2,592 | 2,592 | (735 | ) | 1,857 | |||||||||||||||||||||||||||||||
Total transactions with shareholders | 325,062 | 325,062 | - | - | 10,518 | - | 2,592 | 338,172 | (57,461 | ) | 280,711 | |||||||||||||||||||||||||||||||
Balances as of December 31, 2022 | 1,196,980 | 1,196,980 | 132,011 | 29,974 | 1,142,092 | (97,191 | ) | (1,342,362 | ) | 1,061,504 | 284,502 | 1,346,006 | ||||||||||||||||||||||||||||||
Balances as of January 1, 2023 | 1,196,980 | 1,196,980 | 132,011 | 29,974 | 1,142,092 | (97,191 | ) | (1,342,362 | ) | 1,061,504 | 284,502 | 1,346,006 | ||||||||||||||||||||||||||||||
Profit for the period | - | - | - | - | - | - | 91,527 | 91,527 | 56,704 | 148,231 | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | - | 28,918 | - | 28,918 | 138 | 29,056 | ||||||||||||||||||||||||||||||||
Exchange difference from net investment in a foreign operation | - | - | - | - | - | (167 | ) | - | (167 | ) | (1 | ) | (168 | ) | ||||||||||||||||||||||||||||
Comprehensive income of the period | - | - | - | - | - | 28,751 | 91,527 | 120,278 | 56,841 | 177,119 | ||||||||||||||||||||||||||||||||
Transactions with shareholders: | ||||||||||||||||||||||||||||||||||||||||||
Dividend distribution | 25 | - | - | - | - | - | - | - | - | (102,033 | ) | (102,033 | ) | |||||||||||||||||||||||||||||
Acquisition of (profit distribution to) non-controlling interests, net | - | - | - | - | - | - | - | - | (13,678 | ) | (13,678 | ) | ||||||||||||||||||||||||||||||
Capital increase | 174,985 | 174,985 | - | - | (88,000 | ) | - | - | 86,985 | - | 86,985 | |||||||||||||||||||||||||||||||
Compensation of retained loss | - | - | (132,011 | ) | (29,974 | ) | (1,054,092 | ) | - | 1,216,077 | - | - | - | |||||||||||||||||||||||||||||
Dilution of non-controlling shareholders | - | - | - | - | - | - | 538 | 538 | (538 | ) | - | |||||||||||||||||||||||||||||||
Total transactions with shareholders | 174,985 | 174,985 | (132,011 | ) | (29,974 | ) | (1,142,092 | ) | - | 1,216,615 | 87,523 | (116,249 | ) | (28,726 | ) | |||||||||||||||||||||||||||
Balances as of December 31, 2023 | 1,371,965 | 1,371,965 | - | - | - | (68,440 | ) | (34,220 | ) | 1,269,305 | 225,094 | 1,494,399 |
The accompanying notes are part of the interim condensed consolidated financial statements.
- 4 -
Interim Condensed Consolidated Statement of Cash Flows
For the three and twelve-month period ended December 31, 2022 and 2023
For the three-month period | For the twelve-month period | ||||||||||||||||||
ended December 31, | ended December 31, | ||||||||||||||||||
In thousands of soles | Note | 2022 | 2023 | 2022 | 2023 | ||||||||||||||
Operating activities | |||||||||||||||||||
(Loss) profit before income tax | (4,369 | ) | 106,466 | (230,708 | ) | 344,473 | |||||||||||||
Adjustments to profit not affecting cash flows from operating activities: | |||||||||||||||||||
Depreciation | 15 | 18,506 | 22,472 | 74,988 | 76,026 | ||||||||||||||
Amortization of intangible assets | 15 | 27,569 | 45,764 | 102,035 | 160,879 | ||||||||||||||
Reversal of inventories | (1,971 | ) | - | (1,972 | ) | - | |||||||||||||
Impairment (reversal) of accounts receivable and other accounts receivable | 176,288 | (1,992 | ) | 182,114 | - | ||||||||||||||
Debt condonation | 52 | (249 | ) | (5,244 | ) | (407 | ) | ||||||||||||
Impairment of property, plant and equipment | 10,819 | (317 | ) | 10,187 | - | ||||||||||||||
(Reversal) impairment of intangible assets | (534 | ) | - | 2,530 | - | ||||||||||||||
Other comprehensive income recycled | (7,461 | ) | - | (7,461 | ) | - | |||||||||||||
Other provisions | (17,974 | ) | 10,787 | 294,337 | 32,997 | ||||||||||||||
Renegotiation of liability for acquisition of non-controlling Morelco | - | - | (3,706 | ) | - | ||||||||||||||
Financial expense,net | 17,281 | 21,962 | 159,774 | 154,095 | |||||||||||||||
Impairment of investment | 7,037 | - | 14,804 | - | |||||||||||||||
Insurance recovery | - | (7,183 | ) | - | (7,183 | ) | |||||||||||||
Share of the profit and loss of associates and joint ventures accounted for using the equity method | 14 | (221 | ) | (574 | ) | (1,907 | ) | (3,011 | ) | ||||||||||
Reversal of provisions | (10,210 | ) | 792 | (11,930 | ) | (17,966 | ) | ||||||||||||
Disposal (reversal) of assets | 1,703 | (531 | ) | 137 | (5,980 | ) | |||||||||||||
Profit on sale of property, plant and equipment and intangible assets | (726 | ) | (1,143 | ) | (3,889 | ) | (4,991 | ) | |||||||||||
Loss (profit) on remeasurement of accounts receivable and accounts payable | (6,159 | ) | (1,065 | ) | 87,477 | (2,576 | ) | ||||||||||||
Net variations in assets and liabilities: | |||||||||||||||||||
Trade accounts receivable | (189,281 | ) | 41,166 | (336,106 | ) | (28,640 | ) | ||||||||||||
Other accounts receivable | (10,025 | ) | 56,397 | (133,349 | ) | 55,517 | |||||||||||||
Other accounts receivable from related parties | 26,806 | 35,154 | 22,572 | 26,410 | |||||||||||||||
Inventories | 83,389 | 33,657 | 78,899 | (15,979 | ) | ||||||||||||||
Prepaid expenses and other assets | (3,574 | ) | 15,984 | 16,545 | 9,802 | ||||||||||||||
Trade accounts payable | 97,084 | 8,653 | 130,929 | 131,664 | |||||||||||||||
Other accounts payable | (48,310 | ) | (127,807 | ) | (86,194 | ) | (195,950 | ) | |||||||||||
Other accounts payable to related parties | (252 | ) | (15,036 | ) | (4,737 | ) | (23,120 | ) | |||||||||||
Other provisions | (6,725 | ) | (1,655 | ) | (41,000 | ) | (9,291 | ) | |||||||||||
Interest paid | (41,956 | ) | (42,141 | ) | (145,773 | ) | (161,473 | ) | |||||||||||
Payments for purchases of intangible assets - Concessions | (5,645 | ) | (2,219 | ) | (5,645 | ) | (5,900 | ) | |||||||||||
Income tax paid | (23,766 | ) | (34,152 | ) | (124,047 | ) | (150,628 | ) | |||||||||||
Net cash provided by operating activities | 87,375 | 163,190 | 33,660 | 358,768 | |||||||||||||||
Investing activities | |||||||||||||||||||
Proceeds from sale of property, plant and equipment and intangible assets | 3,087 | 2,962 | 11,274 | 9,816 | |||||||||||||||
Interest received | 4,184 | 8,224 | 12,894 | 31,225 | |||||||||||||||
Dividends received | - | - | 380 | 5,175 | |||||||||||||||
Acquisition of investment property | - | (179 | ) | (53 | ) | (193 | ) | ||||||||||||
Acquisition of intangible assets | (57,560 | ) | (18,960 | ) | (159,512 | ) | (117,856 | ) | |||||||||||
Acquisition of property, plant and equipment | (22,106 | ) | (23,651 | ) | (63,155 | ) | (71,277 | ) | |||||||||||
Net cash applied to investing activities | (72,395 | ) | (31,604 | ) | (198,172 | ) | (143,110 | ) | |||||||||||
Financing activities | |||||||||||||||||||
Borrowing received | 3,962 | 70,288 | 493,031 | 281,653 | |||||||||||||||
Amortization of borrowings received | (37,499 | ) | (124,037 | ) | (224,731 | ) | (315,154 | ) | |||||||||||
Amortization of bonds issued | (14,699 | ) | (18,335 | ) | (56,745 | ) | (69,694 | ) | |||||||||||
Payment for debt transaction costs | 1 | (9,936 | ) | (13,736 | ) | (9,959 | ) | ||||||||||||
Dividends paid to non-controlling interest | (15,871 | ) | (17,346 | ) | (34,477 | ) | (86,926 | ) | |||||||||||
Cash received (return of contributions) from non-controlling shareholders | (7,044 | ) | (1,500 | ) | (36,879 | ) | (13,678 | ) | |||||||||||
Capital increase | 21 | - | 86,985 | - | 86,985 | ||||||||||||||
Net cash (applied to) provided by financing activities | (71,150 | ) | (13,881 | ) | 126,463 | (126,773 | ) | ||||||||||||
(Net decrease) net increase in cash | (56,170 | ) | 117,705 | (38,049 | ) | 88,885 | |||||||||||||
Exchange difference | (24,526 | ) | (2,432 | ) | (1,575 | ) | (2,551 | ) | |||||||||||
Cash and cash equivalents at the beginning of the period | 998,250 | 888,615 | 957,178 | 917,554 | |||||||||||||||
Cash and cash equivalents at the end of the period | 9 | 917,554 | 1,003,888 | 917,554 | 1,003,888 | ||||||||||||||
Non-cash transactions: | |||||||||||||||||||
Capitalization of interests | (235 | ) | 271 | 937 | 832 | ||||||||||||||
Dividends declared to non-controlling interest | 1,995 | 15,107 | 1,995 | 15,107 | |||||||||||||||
Acquisition of right-of-use assets | 6,989 | (2,666 | ) | 21,567 | 3,792 | ||||||||||||||
Capitalization of convertible bonds | 21 | - | - | 335,580 | - |
The accompanying notes are part of the interim condensed consolidated financial statements
- 5 -
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
1. | General Information |
A. | 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 specialized management consulting services and operational leasing of offices to the companies of the Corporation . The Company registered office is at Av. Petit Thouars N° 4957, Miraflores, Lima.
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 Financial Statements Issuance |
The interim condensed consolidated financial statements for the period ended December 31, 2023 have been preliminarily prepared and issued with authorization of Management and approved by the Board of Directors on February 14, 2024.
The consolidated financial statements for the year ended December 31, 2022 were prepared and issued with the authorization of Management and approved by the Board of Directors on May 15, 2023 and were approved by the General Shareholders’ Meeting on June 12, 2023.
C. | Compliance with laws and regulations |
As a result of the investigations into the cases known as Club de la Construccion and Lava Jato, AENZA has entered into an effective collaboration process. On September 15, 2022, the Plea Agreement (the Agreement), was entered into between the Public Prosecutor’s Office, the Attorney General’s Office and the Company, whereby AENZA accepted they were utilized by certain former executives to commit illicit acts in a series of periods until 2016 and committed to pay a civil penalty to the Peruvian Government of approximately S/488.9 million (approximately S/333.3 million and US$40.7 million). Agreement was homologated by judgment dated August 11, 2023 and entered into force with its consent, which was notified to AENZA on December 11, 2023.
According to the Agreement, payment shall be made within twelve (12) years at a legal interest rate in soles and dollars (3.55% and 1.9% annual interest as of December 31, 2023, respectively). The Company also undertakes to establish a series of guarantees through a trust composed of: i) a trust agreement that includes shares issued by a subsidiary of the Company, ii) mortgage on a property owned by the Company, and iii) a guarantee account with funds equivalent to the annual installment for the following year. Among other conditions, the Agreement includes a restriction for AENZA and subsidiaries Cumbra Peru S.A. and Unna Transporte S.A.C. to participate in public infrastructure and construction, and road maintenance contracts for two (2) years from the approval of the Agreement. The other member companies of the Corporation are not subject to any impediment or prohibition to contract with the Peruvian Government.
On December 27, 2023, the initial installment of the Civil Compensation was paid to the Peruvian Government for S/10.3 million and US$1.2 million. As of December 31, 2023, the balance amounts to S/469.8 million (S/488.9 million as of December 31, 2022) (see note 19.a).
D. | NYSE Delisting and SEC Deregistration of the ADSs issued by AENZA. |
On October 31, 2023, AENZA’s Board of Directors decided to initiate the delisting process of shares, represented by American Depositary Securities (ADSs), on the New York Stock Exchange (NYSE), and the deregistration process of such instruments with the Securities and Exchange Commission of the United States of America (SEC) and the termination of the ADS Program.
In the opinion of Management and the Board of Directors, this decision will generate efficiencies for the Company, considering the low liquidity of the ADSs and the high annual costs of NYSE listing and SEC registration, and will not affect the Company’s long-term plans. AENZA’s shares will continue to be listed on the Lima Stock Exchange (BVL).
December 7, 2023 was the last day of trading of the ADSs on the NYSE. AENZA will file a Form 15F with the SEC to terminate its obligations under Section 13(a) and 15(d) of the U.S. Securities Act of 1933 upon compliance with the requirements of such legislation.
- 6 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
2. | Basis of preparation |
The interim condensed consolidated financial statements for the period ended December 31, 2023 have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The interim condensed consolidated financial statements provide comparative information regarding prior year; however, they do not include all the information and disclosures required in the consolidated financial statements, so they must be read together with the annual consolidated financial statements, which have been prepared in accordance with International Standards of Financial Information (hereinafter “IFRS”). The interim condensed consolidated financial statements are presented in thousands of Peruvian Soles, unless otherwise stated.
Management continues to have a reasonable expectation that the Corporation has adequate resources to continue in operation for a reasonable period of time and that the going concern basis of accounting remains appropriate. Management believes that there are no material uncertainties that may cause significant doubt about this assumption, and that there is a reasonable expectation that the Corporation has adequate resources to continue operations for the expected future, and not less than 12 months from the end of the reporting period.
3. | Summary of Significant Accounting Policies |
The accounting policies used in the preparation of these interim condensed consolidated financial statements are consistent with those applied in the preparation of the consolidated financial statements as of December 31, 2022.
Standards, amendments, and interpretation adopted by the Corporation
Standards, amendments and interpretation that have entered in force as of January 1, 2023, have not had impact on the interim condensed consolidated financial statements as of December 31, 2023, 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.
4. | Financial Risk Management |
The Corporation’s Management is responsible for managing financial risks. The corporation Management manages the general administration of financial risks such risks include currency risk, price risk, fair-value and cash-flow interest rate risks, credit risk, the use of derivative and non-derivative financial instruments, and investment of liquidity surplus, as well as financial risks; all of which are regularly supervised and monitored.
A. | Financial risk factors |
The Corporation’s activities expose it to a variety of financial risks: market risks (including currency risk, price risk, fair-value and cash-flow interest rate risks), credit risk, and liquidity risk.
The Corporation’s general program for risk management is mainly focused on financial market unpredictability and seeks to minimize potential adverse effects on the Corporation’s financial performance.
a) | Market risks |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market prices involve four types of risk: interest rate risk, exchange rate risk, commodity price risk and other price risks. Financial instruments affected by market risk include bank deposits, trade accounts receivable, other accounts receivable, other financial liabilities, bonds, trade accounts payable, other accounts payable and accounts receivable from and payable to related parties.
i) | Currency risk |
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will be reduced by adverse fluctuations in exchange rates. Management is responsible for identifying, measuring, controlling and reporting the exposure to foreign exchange risk.
The Corporation is exposed to foreign exchange risk arising from local transactions in foreign currencies and from its foreign operations. As of December 31, 2022 and 2023, this exposure is focused mainly on fluctuations of the U.S. dollar, Chilean peso, and Colombian peso. The Corporation’s management monitors this risk by analyzing the country’s macroeconomic variables.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
The balances of financial assets and liabilities denominated in foreign currencies correspond to balances in U.S. Dollars, Chilean pesos and Colombian pesos, which are stated exchange rate published on that date, according to the currency type:
As of December 31, | As of December 31, | |||||||||||||||
2022 | 2023 | |||||||||||||||
Buy | Sale | Buy | Sale | |||||||||||||
U.S. Dollars (a) | 3.808 | 3.820 | 3.705 | 3.713 | ||||||||||||
Chilean Peso (b) | 0.004449 | 0.004463 | 0.004224 | 0.004233 | ||||||||||||
Colombian Peso (c) | 0.000792 | 0.000794 | 0.000969 | 0.000971 |
(a) | U.S. DolLar as published by the Superintendencia de Bancos, Seguros y Administradoras de Fondos de Pensiones (hereinafter “SBS”). |
(b) | Chilean peso as published by the Banco Central de Chile. |
(c) | Colombian peso as published by Banco de la Republica de Colombia. |
The consolidated statement of financial position as of December 31, includes the following:
In thousands of US dollars | 2022 | 2023 | ||||||
Assets | ||||||||
Cash and cash equivalents | 58,280 | 105,542 | ||||||
Trade accounts receivable, net | 124,593 | 174,305 | ||||||
Accounts receivable from related parties | 142,435 | 142,435 | ||||||
Other accounts receivable | 75,536 | 85,535 | ||||||
400,844 | 507,817 | |||||||
Liabilities | ||||||||
Borrowings | (215,076 | ) | (213,821 | ) | ||||
Bonds | (5,569 | ) | (3,890 | ) | ||||
Trade accounts payable | (119,104 | ) | (152,383 | ) | ||||
Accounts payable to related parties | (3,171 | ) | (3,504 | ) | ||||
Other accounts payable | (88,012 | ) | (64,277 | ) | ||||
Other provisions | (42,241 | ) | (2,032 | ) | ||||
(473,173 | ) | (439,907 | ) |
The Corporation assumes foreign exchange risk because it does not use derivative financial instruments to mitigate exchange rate fluctuations.
For the periods ended December 31, 2022 and 2023, the Corporation’s exchange gains and losses (see note 26.A):
In thousands of soles | 2022 | 2023 | ||||||
Gain | 449,864 | 153,252 | ||||||
Loss | (450,133 | ) | (176,414 | ) | ||||
(269 | ) | (23,162 | ) |
The consolidated statement of changes in equity comprises a foreign currency translation adjustment originated by its subsidiaries. The consolidated statement of financial position includes the following assets and liabilities in its currency (in thousands):
As of December 31, | As of December 31, | |||||||||||||||
2022 | 2023 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Chilean Peso | 60,684,971 | 81,864,810 | 37,715,040 | 53,101,695 | ||||||||||||
Colombian Peso | 96,944,436 | 59,114,296 | 183,305,679 | 125,307,739 |
The Corporation’s foreign currency translation adjustment for the period ended December 31, 2023 was positive by S/29.1 million (negative by S/20.9 million in 2022).
- 8 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
ii) | Price risk |
The Corporation is exposed to the risk of hydrocarbon price fluctuations which impacts on the selling price of the products that it commercializes, which are significantly affected by changes in global economic conditions, resource availability, and the cycles of related industries. Management considers reasonable these possible fluctuations in the hydrocarbons prices, based in the Corporation´s economic market environment.
iii) | Fair-value and cash flow interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.
The Corporation’s interest rate risk arises mainly from its long-term borrowings. Variable rate long-term financial liabilities expose the Corporation to cash-flow interest rate risk. Fixed-rate financial liabilities expose the Corporation to fair-value interest rate risk.
The Corporation assumes the interest rate risk, due to they do not use financial derivative instruments for mitigate variations in the interest rate risk.
b) | Credit risk |
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or commercial contract, resulting in a financial loss.
Credit risk for the Corporation arises from its operating activities due to credit exposure to customers and from its financial activities, including deposits with banks and financial institutions, foreign exchange transactions, and other financial instruments. The maximum exposure to credit risk for the consolidated financial statements as of December 31, 2022 and 2023 is represented by the sum of cash and cash equivalents (note 9), trade accounts receivable (note 10), accounts receivable from related parties (note 11) and other accounts receivable (note 12).
Customer credit risk is managed by Management subject to the Corporation’s established policies, procedures and control related to customer credit risk management. The credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined based on this assessment. The maximum credit risk exposure at the reporting date is the carrying value of each class of financial assets disclosed in note 10.
The Corporation assesses the concentration of risk with respect to trade accounts receivable as low risk because sales are not concentrated in small customer groups and no customers account for 10% or more of the Corporation’s revenues.
Management monitors the credit risk of other receivables on an ongoing basis and assesses those receivables that show evidence of impairment to determine the required allowance for doubtful accounts.
Concerning loans 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 the performance evaluation conducted by the Board of Directors (note 11).
Management does not expect the Corporation to incur in losses arisen from the performance of these counterparties, except for the ones already recorded at the consolidated financial statements.
c) | Liquidity risk |
Prudent liquidity risk management implies holding enough cash and cash equivalents, and financing available through a proper number of credit sources, and the ability to close positions in the market. Historically, the Corporation’s cash flows from operations have enabled it to meet its obligations. The Corporation has implemented various actions to reduce its exposure to liquidity risk and has developed a financial plan based on several steps, which were designed with a commitment to compliance within a reasonable period of time. The financial plan is intended to meet the various obligations at the Company and Corporation entities levels.
The Corporate Finance Office monitors the cash flow projections made on liquidity requirements of the Corporation to ensure it exists sufficient cash to meet operational needs so that the Corporation does not breach borrowing limits or covenants, where applicable, on any of its borrowing facilities. Less significant financing transactions are controlled by the Finance Management of each subsidiary.
- 9 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Such forecasting takes into consideration the Corporation’s debt financing plans, covenant compliance, compliance with ratio targets in the statement of financial position and, if applicable, with external regulatory or legal requirements.
As of December 31, 2023, the Company has significant current payment obligations arising from the Plea Agreement (note 1.C) and the Bridge Loan (note 16.a). For this purpose, Management is developing a financial plan with the aim of covering the short-term part of these obligations.
Cash surplus on the amounts required for the administration of working capital are invested in checking accounts that generate interest and time deposits, selecting instruments with appropriate maturities or sufficient liquidity.
The table below analyzes the Corporation’s financial liabilities grouped according to the remaining period from the date of the statement of financial position to the date of maturity. The amounts disclosed in the table below are the contractual undiscounted cash flows, which include interest to be accrued according to the established schedule.
Contractual cash flows | ||||||||||||||||||||||||
Carrying | Less than | 1-2 | 2-5 | More than | ||||||||||||||||||||
In thousands of soles | amount | 1 year | years | years | 5 years | Total | ||||||||||||||||||
As of December 31, 2022 | ||||||||||||||||||||||||
Other financial liabilities (except for finance leases and lease liability for right-of-use asset) | 819,973 | 599,310 | 71,732 | 216,392 | - | 887,434 | ||||||||||||||||||
Finance leases | 835 | 873 | - | - | - | 873 | ||||||||||||||||||
Lease liability for right-of-use asset | 59,085 | 19,075 | 31,705 | 23,386 | 113 | 74,279 | ||||||||||||||||||
Bonds | 869,913 | 141,246 | 185,114 | 419,969 | 707,800 | 1,454,129 | ||||||||||||||||||
Trade accounts payables (except non-financial liabilities) | 1,037,013 | 1,027,256 | 9,757 | - | - | 1,037,013 | ||||||||||||||||||
Accounts payables to related parties | 80,781 | 53,488 | 25,420 | 697 | 1,176 | 80,781 | ||||||||||||||||||
Other accounts payables and other provisions (except non-financial liabilities) | 712,071 | 186,326 | 64,307 | 89,868 | 470,129 | 810,630 | ||||||||||||||||||
3,579,671 | 2,027,574 | 388,035 | 750,312 | 1,179,218 | 4,345,139 | |||||||||||||||||||
Contractual cash flows | ||||||||||||||||||||||||
Carrying | Less than | 1-2 | 2-5 | More than | ||||||||||||||||||||
In thousands of soles | amount | 1 year | years | years | 5 years | Total | ||||||||||||||||||
As of December 31, 2023 | ||||||||||||||||||||||||
Other financial liabilities (except lease liability for right-of-use asset) | 780,145 | 568,284 | 165,022 | 163,943 | - | 897,249 | ||||||||||||||||||
Lease liability for right-of-use asset | 42,562 | 17,754 | 23,487 | 8,725 | 73 | 50,039 | ||||||||||||||||||
Bonds | 822,925 | 140,546 | 177,121 | 345,473 | 679,085 | 1,342,225 | ||||||||||||||||||
Trade accounts payables (except non-financial liabilities) | 1,168,267 | 1,164,266 | 4,001 | - | - | 1,168,267 | ||||||||||||||||||
Accounts payables to related parties | 72,936 | 44,372 | 28,564 | - | - | 72,936 | ||||||||||||||||||
Other accounts payables and other provisions (except non-financial liabilities) | 673,663 | 195,279 | 57,601 | 138,356 | 410,377 | 801,613 | ||||||||||||||||||
3,560,498 | 2,130,501 | 455,796 | 656,497 | 1,089,535 | 4,332,329 |
B. | Capital management |
The Corporation’s objective in managing capital is to safeguard its ability to continue operations as a going concern basis in order to generate returns to its shareholders, benefits to stakeholders and keep an optimal capital structure to reduce capital cost. Since 2017, due to the situation of the Corporation, Management has monitored deviations that might cause the non-compliance of covenants and may renegotiation of liabilities (note 16). In special situations and events, the Corporation identifies potential deviations, requirements and establishes a plan.
The Corporation may adjust the amount of dividends payable to shareholders, return capital to shareholders, issue new shares or sell assets to reduce its debt to maintain or adjust the capital structure.
The Corporation monitors its capital based on the leverage ratio. This ratio is calculated as net debt divided by the sum of net debt plus equity. The net debt corresponds to the total financial liabilities (including current and non-current indebtedness) adding the provision for civil compensation less cash and cash equivalents.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
As of December 31, 2022 and 2023, the leverage ratio is as follows:
In thousands of soles | Note | 2022 | 2023 | |||||||
Total borrowing, bonds and civil compensation (*) | 16 and 17 | 2,238,699 | 2,115,471 | |||||||
Less: Cash and cash equivalents | 9 | (917,554 | ) | (1,003,888 | ) | |||||
Net debt (a) | 1,321,145 | 1,111,583 | ||||||||
Total equity (b) | 1,346,006 | 1,494,399 | ||||||||
Total net debt plus equity (a) + (b) | 2,667,151 | 2,605,982 | ||||||||
Gearing ratio | 0.50 | 0.43 |
(*) | As of December 31, 2023, the provision for civil compensation amounts to S/469.8 million (S/488.9 as of December 31, 2022). |
During the periods ended December 31, 2022 and 2023, there were no changes in the objectives, policies or processes related to capital management.
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 interim condensed 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, 2022.
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.
The Corporation has determined four reportable segments. These operating segments are components of an enterprise for which separate financial information is available and periodically evaluated by the Corporate Governance Board to decide how to allocate resources and assess performance.
The operations of Corporation in each reportable segment are as follows:
(a) | Engineering and construction: This segment includes traditional engineering services such as architectural planning, structural, civil and design engineering for advanced specialties including process design, simulation, and environmental services, as well as construction at three divisions: i) civil works, such as the construction of hydroelectric power stations and other large infrastructure facilities; (ii) electromechanical construction, such as concentrator plants, oil and natural gas pipelines, and electric transmission lines; iii) building construction, such as offices, residential buildings, hotels, and affordable housing projects, shopping centers, and industrial facilities. |
(b) | Energy: This segment includes oil exploration, exploitation, production, treatment, and trade in four oil deposits, separation and trade of natural gas and its byproducts at the gas processing plant, as well as the construction and assembly of oil facilities or those linked to the oil and gas industry. It also includes storage and dispatch of fuel and oil byproducts. |
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
(c) | Infrastructure: The Corporation has long-term concessions or similar contractual arrangements in Peru for three highways with tolls, Lima Metro, a sewage treatment plant in Lima, and operation and maintenance services for infrastructure assets. |
(d) | Real Estate: The Corporation mainly develops and sells properties for low- and middle-resource sectors, which are experiencing a significant increase in available income, as well as luxury properties to a lesser degree, it also develops commercial spaces and offices. |
The Executive Commitee uses the Adjusted EBITDA (earnings before interest, tax, depreciation, and amortization) as the primary relevant measure to understand the Corporation’s operating performance and its operating segments.
Adjusted EBITDA is not a measurement of results based on International Financial Reporting Standards. The Corporation’s definition related to adjusted EBITDA may not be comparable to similar performance measures and disclosures from other entities.
The adjusted EBITDA is reconciled to profit as follows:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Net (loss) profit | (80,652 | ) | 74,495 | (362,054 | ) | 148,231 | ||||||||||
Financial income and expenses | 40,502 | 39,730 | 141,020 | 158,744 | ||||||||||||
Interests for present value of financial asset or liability | 1,185 | (1,065 | ) | 86,014 | (2,576 | ) | ||||||||||
Income tax | 76,283 | 31,971 | 131,346 | 196,242 | ||||||||||||
Depreciation and amortization | 46,075 | 68,238 | 177,023 | 236,905 | ||||||||||||
Adjusted EBITDA | 83,393 | 213,369 | 173,349 | 737,546 | ||||||||||||
Adjustments to EBITDA - Other adjustments | ||||||||||||||||
Impairment of accounts receivables and other accounts receivable | (7,349 | ) | - | - | - | |||||||||||
Impairment of investments | 7,036 | - | 14,525 | - | ||||||||||||
Impairment of goodwill | (2,403 | ) | - | - | - | |||||||||||
Provisions: civil compensation and legal claims | 11,490 | - | 256,198 | - | ||||||||||||
Adjusted EBITDA for other items | 92,167 | 213,369 | 444,072 | 737,546 |
The adjusted EBITDA with non-recurring items per segment is as follows:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Engineering and construction | (70,556 | ) | 77,551 | (72,335 | ) | 188,387 | ||||||||||
Energy | 48,254 | 68,808 | 184,199 | 236,332 | ||||||||||||
Infrastructure | 71,526 | 63,660 | 262,626 | 259,235 | ||||||||||||
Real estate | 105,202 | 11,941 | 137,671 | 54,646 | ||||||||||||
Parent company operations | (95,297 | ) | 77,188 | 10,550 | 180,864 | |||||||||||
Intercompany eliminations | 33,038 | (85,779 | ) | (78,639 | ) | (181,918 | ) | |||||||||
92,167 | 213,369 | 444,072 | 737,546 |
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.
- 12 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
The following are the Corporation’s financial statements by operating segment:
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Eliminations | Consolidated | |||||||||||||||||||||||||||
As of December 31, 2022 | ||||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | 209,737 | 104,553 | 130,213 | 171,747 | 2,910 | 111,487 | 186,907 | - | 917,554 | |||||||||||||||||||||||||||
Trade accounts receivables, net | 697,512 | 80,245 | 34,183 | 118,867 | 898 | 146,316 | 561 | - | 1,078,582 | |||||||||||||||||||||||||||
Accounts receivable from related parties | 86,146 | 68 | 51,523 | 4,455 | 52 | 378 | 115,736 | (230,613 | ) | 27,745 | ||||||||||||||||||||||||||
Other accounts receivable | 298,784 | 39,921 | 28,902 | 15,229 | 30 | 5,380 | 7,294 | (2,345 | ) | 393,195 | ||||||||||||||||||||||||||
Inventories, net | 41,933 | 29,935 | 9,655 | 39,780 | - | 227,067 | - | (1,587 | ) | 346,783 | ||||||||||||||||||||||||||
Prepaid expenses | 10,945 | 2,055 | 5,496 | 369 | 160 | 448 | 8,625 | - | 28,098 | |||||||||||||||||||||||||||
Total current assets | 1,345,057 | 256,777 | 259,972 | 350,447 | 4,050 | 491,076 | 319,123 | (234,545 | ) | 2,791,957 | ||||||||||||||||||||||||||
Trade accounts receivable, net | 2,806 | - | 16,215 | 699,487 | 1,392 | 3,969 | - | - | 723,869 | |||||||||||||||||||||||||||
Accounts receivable from related parties | 299,268 | - | 15,858 | 42 | 14,015 | - | 602,004 | (388,795 | ) | 542,392 | ||||||||||||||||||||||||||
Prepaid expenses | - | 826 | 14,549 | 1,731 | 632 | - | 65 | (510 | ) | 17,293 | ||||||||||||||||||||||||||
Other long-term accounts receivable | 101,366 | 89,782 | - | - | 7,346 | 55,347 | 31,889 | - | 285,730 | |||||||||||||||||||||||||||
Inventories, net | - | - | - | - | - | 65,553 | - | - | 65,553 | |||||||||||||||||||||||||||
Investments in associates and joint ventures | 975 | 12,049 | - | - | - | 2,752 | 1,509,790 | (1,510,650 | ) | 14,916 | ||||||||||||||||||||||||||
Investment property, net | - | - | - | 1,507 | - | 19,823 | 40,594 | - | 61,924 | |||||||||||||||||||||||||||
Property, plant and equipment, net | 102,822 | 176,596 | 6,193 | 848 | 150 | 7,531 | 1,286 | (10,961 | ) | 284,465 | ||||||||||||||||||||||||||
Intangible assets and goodwill, net | 131,431 | 363,066 | 274,597 | 238 | - | 615 | 13,414 | 3,975 | 787,336 | |||||||||||||||||||||||||||
Right-of-use assets, net | 8,745 | 12,795 | 7,106 | 23 | 143 | 2,580 | 38,485 | (19,670 | ) | 50,207 | ||||||||||||||||||||||||||
Deferred income tax asset | 175,702 | 4,572 | 26,787 | - | 415 | 23,781 | 59,316 | 5,065 | 295,638 | |||||||||||||||||||||||||||
Total non-current assets | 823,115 | 659,686 | 361,305 | 703,876 | 24,093 | 181,951 | 2,296,843 | (1,921,546 | ) | 3,129,323 | ||||||||||||||||||||||||||
Total assets | 2,168,172 | 916,463 | 621,277 | 1,054,323 | 28,143 | 673,027 | 2,615,966 | (2,156,091 | ) | 5,921,280 | ||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||
Borrowings | 19,191 | 38,612 | 3,844 | 17 | 6 | 43,118 | 480,735 | (11,261 | ) | 574,262 | ||||||||||||||||||||||||||
Bonds | 4,554 | - | 41,343 | 31,203 | - | - | - | - | 77,100 | |||||||||||||||||||||||||||
Trade accounts payable | 740,142 | 124,259 | 52,916 | 52,292 | 223 | 35,939 | 16,950 | 4,535 | 1,027,256 | |||||||||||||||||||||||||||
Accounts payable to related parties | 297,505 | 2,734 | 46,257 | 22,421 | 296 | 12,227 | 20,291 | (348,243 | ) | 53,488 | ||||||||||||||||||||||||||
Current income tax | 12,495 | 247 | 8,609 | 2,433 | 104 | 45,092 | 672 | - | 69,652 | |||||||||||||||||||||||||||
Other accounts payable | 490,494 | 19,724 | 49,187 | 9,146 | 1,298 | 115,661 | 24,837 | (4,905 | ) | 705,442 | ||||||||||||||||||||||||||
Other provisions | 81,288 | 20,535 | 1,722 | 1,197 | - | 540 | 27,644 | - | 132,926 | |||||||||||||||||||||||||||
Total current liabilities | 1,645,669 | 206,111 | 203,878 | 118,709 | 1,927 | 252,577 | 571,129 | (359,874 | ) | 2,640,126 | ||||||||||||||||||||||||||
Borrowings | 6,480 | 100,597 | 3,462 | - | 138 | 10,852 | 192,435 | (8,333 | ) | 305,631 | ||||||||||||||||||||||||||
Bonds | 16,719 | - | 177,341 | 598,753 | - | - | - | - | 792,813 | |||||||||||||||||||||||||||
Trade accounts payable | - | - | - | 9,757 | - | - | - | - | 9,757 | |||||||||||||||||||||||||||
Other accounts payable | 94,261 | - | 2,243 | 189 | 2,932 | - | 2,694 | - | 102,319 | |||||||||||||||||||||||||||
Accounts payable to related parties | 7,886 | 57,300 | 1,176 | 27,294 | 21,663 | - | 189,451 | (277,477 | ) | 27,293 | ||||||||||||||||||||||||||
Other provisions | 11,453 | 49,701 | 11,463 | 4,947 | - | - | 491,463 | - | 569,027 | |||||||||||||||||||||||||||
Deferred income tax liability | 16,670 | 53,242 | - | 58,396 | - | - | - | - | 128,308 | |||||||||||||||||||||||||||
Total non-current liabilities | 153,469 | 260,840 | 195,685 | 699,336 | 24,733 | 10,852 | 876,043 | (285,810 | ) | 1,935,148 | ||||||||||||||||||||||||||
Total liabilities | 1,799,138 | 466,951 | 399,563 | 818,045 | 26,660 | 263,429 | 1,447,172 | (645,684 | ) | 4,575,274 | ||||||||||||||||||||||||||
Equity attributable to controlling interest in the Company | 363,404 | 417,970 | 166,678 | 177,208 | 1,483 | 278,501 | 1,165,811 | (1,509,551 | ) | 1,061,504 | ||||||||||||||||||||||||||
Non-controlling interest | 5,630 | 31,542 | 55,036 | 59,070 | - | 131,097 | 2,983 | (856 | ) | 284,502 | ||||||||||||||||||||||||||
Total liabilities and equity | 2,168,172 | 916,463 | 621,277 | 1,054,323 | 28,143 | 673,027 | 2,615,966 | (2,156,091 | ) | 5,921,280 |
- 13 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Eliminations | Consolidated | |||||||||||||||||||||||||||
As of December 31, 2023 | ||||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | 342,120 | 40,707 | 124,283 | 134,252 | 3,235 | 175,920 | 183,371 | - | 1,003,888 | |||||||||||||||||||||||||||
Trade accounts receivables, net | 783,231 | 119,948 | 26,353 | 127,336 | 943 | 3,038 | 952 | - | 1,061,801 | |||||||||||||||||||||||||||
Accounts receivable from related parties | 57,024 | 642 | 59,279 | 3,569 | 643 | 406 | 161,430 | (267,550 | ) | 15,443 | ||||||||||||||||||||||||||
Other accounts receivable, net | 265,378 | 40,298 | 21,101 | 6,372 | 1 | 10,418 | 6,849 | (2,345 | ) | 348,072 | ||||||||||||||||||||||||||
Inventories, net | 51,108 | 46,064 | 6,760 | 43,993 | - | 212,582 | - | (10 | ) | 360,497 | ||||||||||||||||||||||||||
Prepaid expenses | 15,461 | 2,022 | 4,651 | 334 | 169 | 71 | 6,388 | 2 | 29,098 | |||||||||||||||||||||||||||
Total current assets | 1,514,322 | 249,681 | 242,427 | 315,856 | 4,991 | 402,435 | 358,990 | (269,903 | ) | 2,818,799 | ||||||||||||||||||||||||||
Trade accounts receivable, net | 744 | - | 6,430 | 756,990 | 1,453 | 3,354 | - | - | 768,971 | |||||||||||||||||||||||||||
Accounts receivable from related parties | 298,946 | - | 17,157 | 42 | 14,015 | - | 419,282 | (221,157 | ) | 528,285 | ||||||||||||||||||||||||||
Prepaid expenses | - | 480 | 11,920 | 1,611 | 580 | - | - | (510 | ) | 14,081 | ||||||||||||||||||||||||||
Other accounts receivable, net | 102,250 | 77,116 | - | - | 7,346 | 59,764 | 64,928 | - | 311,404 | |||||||||||||||||||||||||||
Inventories, net | - | - | - | - | - | 70,282 | - | - | 70,282 | |||||||||||||||||||||||||||
Investments in associates and joint ventures | 968 | 10,536 | - | - | - | 2,103 | 1,744,056 | (1,744,916 | ) | 12,747 | ||||||||||||||||||||||||||
Investment property, net | - | - | - | 1,427 | - | 18,203 | 38,630 | - | 58,260 | |||||||||||||||||||||||||||
Property, plant and equipment, net | 83,146 | 211,127 | 5,187 | 1,047 | 233 | 5,562 | 863 | - | 307,165 | |||||||||||||||||||||||||||
Intangible assets and goodwill, net | 143,228 | 370,370 | 225,363 | 138 | - | 617 | 12,740 | - | 752,456 | |||||||||||||||||||||||||||
Right-of-use assets, net | 4,874 | 8,270 | 3,226 | 25 | 122 | 1,317 | 28,700 | (10,239 | ) | 36,295 | ||||||||||||||||||||||||||
Deferred income tax asset | 153,841 | 5,142 | 24,098 | - | 421 | 15,577 | 56,670 | 14 | 255,763 | |||||||||||||||||||||||||||
Total non-current assets | 787,997 | 683,041 | 293,381 | 761,280 | 24,170 | 176,779 | 2,365,869 | (1,976,808 | ) | 3,115,709 | ||||||||||||||||||||||||||
Total assets | 2,302,319 | 932,722 | 535,808 | 1,077,136 | 29,161 | 579,214 | 2,724,859 | (2,246,711 | ) | 5,934,508 | ||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||
Borrowings | 24,081 | 39,052 | 15,358 | 26 | 5 | 11,618 | 437,729 | (11,840 | ) | 516,029 | ||||||||||||||||||||||||||
Bonds | 3,611 | - | 49,369 | 28,558 | - | - | - | - | 81,538 | |||||||||||||||||||||||||||
Trade accounts payable | 928,109 | 111,816 | 48,232 | 38,272 | 121 | 21,622 | 16,094 | - | 1,164,266 | |||||||||||||||||||||||||||
Accounts payable to related parties | 78,561 | 80,357 | 47,599 | 69,632 | 7 | 10,990 | 17,154 | (259,928 | ) | 44,372 | ||||||||||||||||||||||||||
Current income tax | 19,987 | 677 | 3,159 | 13,160 | 54 | 323 | 1,655 | - | 39,015 | |||||||||||||||||||||||||||
Other accounts payable | 409,200 | 26,122 | 34,045 | 10,429 | 1,167 | 86,968 | 33,170 | - | 601,101 | |||||||||||||||||||||||||||
Provisions | 83,831 | 20,215 | 1,171 | 1,925 | - | 193 | 9,751 | - | 117,086 | |||||||||||||||||||||||||||
Total current liabilities | 1,547,380 | 278,239 | 198,933 | 162,002 | 1,354 | 131,714 | 515,553 | (271,768 | ) | 2,563,407 | ||||||||||||||||||||||||||
Borrowings | 697 | 84,989 | 594 | - | 123 | 73,058 | 147,399 | (182 | ) | 306,678 | ||||||||||||||||||||||||||
Bonds | 10,834 | - | 130,750 | 599,803 | - | - | - | - | 741,387 | |||||||||||||||||||||||||||
Trade accounts payable | - | - | - | 4,001 | - | - | - | - | 4,001 | |||||||||||||||||||||||||||
Other accounts payable | 47,984 | - | 493 | 161 | 3,141 | - | 457,532 | - | 509,311 | |||||||||||||||||||||||||||
Accounts payable to related parties | 7,481 | - | 1,226 | 28,563 | 23,146 | - | 197,485 | (229,337 | ) | 28,564 | ||||||||||||||||||||||||||
Other provisions | 12,366 | 46,287 | 10,002 | 2,228 | - | - | 27,184 | - | 98,067 | |||||||||||||||||||||||||||
Deferred income tax liability | 58,804 | 66,415 | - | 63,473 | - | - | 2 | - | 188,694 | |||||||||||||||||||||||||||
Total non-current liabilities | 138,166 | 197,691 | 143,065 | 698,229 | 26,410 | 73,058 | 829,602 | (229,519 | ) | 1,876,702 | ||||||||||||||||||||||||||
Total liabilities | 1,685,546 | 475,930 | 341,998 | 860,231 | 27,764 | 204,772 | 1,345,155 | (501,287 | ) | 4,440,109 | ||||||||||||||||||||||||||
Equity attributable to controlling interest in the Company | 610,967 | 424,874 | 146,259 | 162,680 | 1,397 | 289,942 | 1,376,671 | (1,743,485 | ) | 1,269,305 | ||||||||||||||||||||||||||
Non-controlling interest | 5,806 | 31,918 | 47,551 | 54,225 | - | 84,500 | 3,033 | (1,939 | ) | 225,094 | ||||||||||||||||||||||||||
Total liabilities and equity | 2,302,319 | 932,722 | 535,808 | 1,077,136 | 29,161 | 579,214 | 2,724,859 | (2,246,711 | ) | 5,934,508 |
- 14 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
For the three-month period ended December 31, 2022 | ||||||||||||||||||||||||||||||||||||
Revenue | 628,349 | 169,503 | 230,345 | 96,015 | 1,178 | 242,109 | 16,630 | (125,038 | ) | 1,259,091 | ||||||||||||||||||||||||||
Gross (loss) profit | (88,109 | ) | 30,751 | 35,982 | 22,102 | 2,940 | 117,579 | (363 | ) | 9,712 | 130,594 | |||||||||||||||||||||||||
Administrative expenses | (43,740 | ) | (3,852 | ) | (903 | ) | (3,027 | ) | (390 | ) | (5,800 | ) | (9,012 | ) | (276 | ) | (67,000 | ) | ||||||||||||||||||
Other income and expenses, net | 44,673 | (1,108 | ) | 1,190 | (2,200 | ) | - | (2,112 | ) | (14,175 | ) | (52,765 | ) | (26,497 | ) | |||||||||||||||||||||
Operating (loss) profit | (87,176 | ) | 25,791 | 36,269 | 16,875 | 2,550 | 109,667 | (23,550 | ) | (43,329 | ) | 37,097 | ||||||||||||||||||||||||
Financial expenses | (21,086 | ) | (4,349 | ) | (9,133 | ) | (1,416 | ) | (1,606 | ) | (2,331 | ) | (4,196 | ) | (1,054 | ) | (45,171 | ) | ||||||||||||||||||
Financial income | 619 | 1,183 | 137 | 551 | 120 | 300 | 2,407 | (648 | ) | 4,669 | ||||||||||||||||||||||||||
Gain (loss) on present value of financial asset or financial liability | 161 | (780 | ) | (69 | ) | - | - | 2,056 | (2,554 | ) | 1 | (1,185 | ) | |||||||||||||||||||||||
Share of profit or loss in associates and joint ventures | 13,390 | 751 | - | - | - | (77 | ) | (92,119 | ) | 78,276 | 221 | |||||||||||||||||||||||||
(Loss) profit before income tax | (94,092 | ) | 22,596 | 27,204 | 16,010 | 1,064 | 109,615 | (120,012 | ) | 33,246 | (4,369 | ) | ||||||||||||||||||||||||
Income tax | (12,591 | ) | (7,530 | ) | (6,769 | ) | (5,316 | ) | (342 | ) | (37,404 | ) | (6,335 | ) | 4 | (76,283 | ) | |||||||||||||||||||
(Loss) profit for the period | (106,683 | ) | 15,066 | 20,435 | 10,694 | 722 | 72,211 | (126,347 | ) | 33,250 | (80,652 | ) | ||||||||||||||||||||||||
(Loss) profit from attributable to: | ||||||||||||||||||||||||||||||||||||
Owners of the Company | (104,798 | ) | 13,574 | 16,281 | 8,020 | 722 | 30,904 | (126,484 | ) | 32,856 | (128,925 | ) | ||||||||||||||||||||||||
Non-controlling interest | (1,885 | ) | 1,492 | 4,154 | 2,674 | - | 41,307 | 137 | 394 | 48,273 | ||||||||||||||||||||||||||
(106,683 | ) | 15,066 | 20,435 | 10,694 | 722 | 72,211 | (126,347 | ) | 33,250 | (80,652 | ) |
- 15 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
For the three-month period ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||
Revenue | 747,682 | 181,324 | 160,586 | 104,731 | 1,176 | 72,411 | 23,826 | (92,551 | ) | 1,199,185 | ||||||||||||||||||||||||||
Gross profit (loss) | 91,892 | 24,602 | 30,063 | 26,268 | 587 | 15,409 | 2,222 | 2,529 | 193,572 | |||||||||||||||||||||||||||
Administrative expenses | (24,340 | ) | (4,115 | ) | (5,706 | ) | (2,638 | ) | (213 | ) | (5,079 | ) | (11,964 | ) | (1,456 | ) | (55,511 | ) | ||||||||||||||||||
Other income and expenses, net | (42 | ) | 6,978 | 147 | 8 | - | 181 | (475 | ) | (301 | ) | 6,496 | ||||||||||||||||||||||||
Operating profit (loss) | 67,510 | 27,465 | 24,504 | 23,638 | 374 | 10,511 | (10,217 | ) | 772 | 144,557 | ||||||||||||||||||||||||||
Financial expenses | (21,744 | ) | (5,057 | ) | (8,125 | ) | (1,046 | ) | (113 | ) | (1,881 | ) | (20,410 | ) | 10,544 | (47,832 | ) | |||||||||||||||||||
Financial income | 287 | 715 | 1,765 | 2,512 | 202 | 2,474 | 11,780 | (11,633 | ) | 8,102 | ||||||||||||||||||||||||||
Gain (loss) on present value of financial asset or financial liability | (370 | ) | (1,188 | ) | (40 | ) | (362 | ) | - | 2,022 | 1,003 | - | 1,065 | |||||||||||||||||||||||
Share of profit or loss in associates and joint ventures | - | 574 | - | - | - | - | 83,980 | (83,980 | ) | 574 | ||||||||||||||||||||||||||
Profit (loss) before income tax | 45,683 | 22,509 | 18,104 | 24,742 | 463 | 13,126 | 66,136 | (84,297 | ) | 106,466 | ||||||||||||||||||||||||||
Income tax | (6,445 | ) | (7,461 | ) | (6,539 | ) | (8,558 | ) | (172 | ) | (2,593 | ) | (202 | ) | (1 | ) | (31,971 | ) | ||||||||||||||||||
Profit (loss) for the period | 39,238 | 15,048 | 11,565 | 16,184 | 291 | 10,533 | 65,934 | (84,298 | ) | 74,495 | ||||||||||||||||||||||||||
Profit (loss) from attributable to: | ||||||||||||||||||||||||||||||||||||
Owners of the Company | 39,452 | 13,709 | 6,903 | 12,138 | 291 | 4,859 | 65,920 | (84,322 | ) | 58,950 | ||||||||||||||||||||||||||
Non-controlling interest | (214 | ) | 1,339 | 4,662 | 4,046 | - | 5,674 | 14 | 24 | 15,545 | ||||||||||||||||||||||||||
39,238 | 15,048 | 11,565 | 16,184 | 291 | 10,533 | 65,934 | (84,298 | ) | 74,495 |
- 16 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
For the twelve-month period ended December 31, 2022 | ||||||||||||||||||||||||||||||||||||
Revenue | 2,679,198 | 633,792 | 614,525 | 388,811 | 4,412 | 367,276 | 68,091 | (350,981 | ) | 4,405,124 | ||||||||||||||||||||||||||
Gross (loss) profit | (23,293 | ) | 118,934 | 105,400 | 119,729 | 4,644 | 151,797 | 11,702 | 10,607 | 499,520 | ||||||||||||||||||||||||||
Administrative expenses | (126,844 | ) | (13,942 | ) | (12,861 | ) | (10,806 | ) | (947 | ) | (15,932 | ) | (35,543 | ) | 2,388 | (214,487 | ) | |||||||||||||||||||
Other income and expenses, net | 79,114 | 639 | 25,291 | (3,042 | ) | - | (5,014 | ) | (332,399 | ) | (55,203 | ) | (290,614 | ) | ||||||||||||||||||||||
Operating (loss) profit | (71,023 | ) | 105,631 | 117,830 | 105,881 | 3,697 | 130,851 | (356,240 | ) | (42,208 | ) | (5,581 | ) | |||||||||||||||||||||||
Financial expenses | (70,040 | ) | (17,704 | ) | (26,655 | ) | (7,235 | ) | (1,691 | ) | (9,407 | ) | (65,285 | ) | 41,543 | (156,474 | ) | |||||||||||||||||||
Financial income | 2,010 | 1,692 | 2,119 | 2,440 | 223 | 1,086 | 52,271 | (46,387 | ) | 15,454 | ||||||||||||||||||||||||||
(Loss) gain on present value of financial asset or financial liability | (6,196 | ) | 2,078 | (267 | ) | - | - | 2,616 | (84,245 | ) | - | (86,014 | ) | |||||||||||||||||||||||
Share of profit or loss in associates and joint ventures | 13,511 | 3,098 | - | - | - | 626 | 14,338 | (29,666 | ) | 1,907 | ||||||||||||||||||||||||||
(Loss) profit before income tax | (131,738 | ) | 94,795 | 93,027 | 101,086 | 2,229 | 125,772 | (439,161 | ) | (76,718 | ) | (230,708 | ) | |||||||||||||||||||||||
Income tax | (15,755 | ) | (30,905 | ) | (19,587 | ) | (31,836 | ) | (746 | ) | (42,885 | ) | 10,397 | (29 | ) | (131,346 | ) | |||||||||||||||||||
(Loss) profit for the period | (147,493 | ) | 63,890 | 73,440 | 69,250 | 1,483 | 82,887 | (428,764 | ) | (76,747 | ) | (362,054 | ) | |||||||||||||||||||||||
(Loss) profit from attributable to: | ||||||||||||||||||||||||||||||||||||
Owners of the Company | (145,695 | ) | 56,800 | 59,262 | 51,937 | 1,483 | 31,094 | (428,905 | ) | (77,127 | ) | (451,151 | ) | |||||||||||||||||||||||
Non-controlling interest | (1,798 | ) | 7,090 | 14,178 | 17,313 | - | 51,793 | 141 | 380 | 89,097 | ||||||||||||||||||||||||||
(147,493 | ) | 63,890 | 73,440 | 69,250 | 1,483 | 82,887 | (428,764 | ) | (76,747 | ) | (362,054 | ) |
- 17 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Engineering | Infrastructure | Parent | ||||||||||||||||||||||||||||||||||
In thousands of soles | and construction | Energy | Toll roads | Transportation | Water treatment | Real estate | Company operations | Elimination | Consolidated | |||||||||||||||||||||||||||
For the twelve-month period ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||
Revenue | 2,653,466 | 682,682 | 596,759 | 413,416 | 4,801 | 220,015 | 96,338 | (366,002 | ) | 4,301,475 | ||||||||||||||||||||||||||
Gross profit (loss) | 277,550 | 102,277 | 101,444 | 123,441 | 2,742 | 64,174 | 14,501 | 9,439 | 695,568 | |||||||||||||||||||||||||||
Administrative expenses | (108,488 | ) | (16,030 | ) | (20,447 | ) | (11,266 | ) | (917 | ) | (18,301 | ) | (29,545 | ) | (6,649 | ) | (211,643 | ) | ||||||||||||||||||
Other income and expenses, net | (5,765 | ) | 7,778 | 752 | 1,905 | (41 | ) | 2,751 | 2,776 | 3,549 | 13,705 | |||||||||||||||||||||||||
Operating profit (loss) | 163,297 | 94,025 | 81,749 | 114,080 | 1,784 | 48,624 | (12,268 | ) | 6,339 | 497,630 | ||||||||||||||||||||||||||
Financial expenses | (78,303 | ) | (20,279 | ) | (24,360 | ) | (6,550 | ) | (450 | ) | (9,590 | ) | (96,632 | ) | 46,120 | (190,044 | ) | |||||||||||||||||||
Financial income | 1,126 | 2,553 | 7,361 | 7,505 | 706 | 7,103 | 52,843 | (47,897 | ) | 31,300 | ||||||||||||||||||||||||||
Gain (loss) on present value of financial asset or financial liability | (283 | ) | (2,725 | ) | (1,756 | ) | (362 | ) | - | 5,303 | 2,399 | - | 2,576 | |||||||||||||||||||||||
Share of profit or loss in associates and joint ventures | (1 | ) | 2,940 | - | - | - | 73 | 179,386 | (179,387 | ) | 3,011 | |||||||||||||||||||||||||
Profit (loss) before income tax | 85,836 | 76,514 | 62,994 | 114,673 | 2,040 | 51,513 | 125,728 | (174,825 | ) | 344,473 | ||||||||||||||||||||||||||
Income tax | (80,994 | ) | (23,722 | ) | (19,887 | ) | (36,046 | ) | (643 | ) | (23,316 | ) | (6,555 | ) | (5,079 | ) | (196,242 | ) | ||||||||||||||||||
(Loss) profit for the period | 4,842 | 52,792 | 43,107 | 78,627 | 1,397 | 28,197 | 119,173 | (179,904 | ) | 148,231 | ||||||||||||||||||||||||||
(Loss) profit from attributable to: | ||||||||||||||||||||||||||||||||||||
Owners of the Company | 5,352 | 46,238 | 29,135 | 58,970 | 1,397 | 11,441 | 119,120 | (180,126 | ) | 91,527 | ||||||||||||||||||||||||||
Non-controlling interest | (510 | ) | 6,554 | 13,972 | 19,657 | - | 16,756 | 53 | 222 | 56,704 | ||||||||||||||||||||||||||
4,842 | 52,792 | 43,107 | 78,627 | 1,397 | 28,197 | 119,173 | (179,904 | ) | 148,231 |
- 18 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
8. | Financial Instruments |
Financial assets related to concession contracts are presented in the consolidated statement of financial position as “trade accounts receivable current” and “trade accounts receivable non-current”.
The classification of financial assets and liabilities by category is as follows:
In thousands of soles | 2022 | 2023 | ||||||
Financial assets according to the consolidated statement of financial position | ||||||||
Loans and accounts receivable at amortized cost: | ||||||||
- Cash and cash equivalents | 917,554 | 1,003,888 | ||||||
- Trade accounts receivable and other accounts receivable | ||||||||
(excluding non-financial assets) (i) | 1,452,606 | 1,379,202 | ||||||
- Financial assets related to concession agreements (ii) | 861,190 | 908,371 | ||||||
- Accounts receivable from related parties | 570,137 | 543,728 | ||||||
3,801,487 | 3,835,189 | |||||||
In thousands of soles | 2022 | 2023 | ||||||
Financial liabilities according to the consolidated statement of financial position | ||||||||
Other financial liabilities at amortized cost: | ||||||||
- Bank loans and other financial liabilities | 819,973 | 780,145 | ||||||
- Finance leases | 835 | - | ||||||
- Lease liability for right-of-use asset | 59,085 | 42,562 | ||||||
- Bonds | 869,913 | 822,925 | ||||||
- Trade and other accounts payable | - | |||||||
(excluding non-financial liabilities) (iii) | 1,207,739 | 1,785,487 | ||||||
- Accounts payable to related parties | 80,781 | 72,936 | ||||||
3,038,326 | 3,504,055 | |||||||
Other financial liabilities: | ||||||||
- Other provisions (iv) | 541,345 | 56,443 |
(i) | The following non-financial assets are excluded: advances to suppliers for S/98 million and tax receivable for S/104.7 million (S/53.7 million and S/141.9 million, respectively, as of December 31, 2022). |
(ii) | Included in the trade accounts receivable item. |
(iii) | The following non-financial liabilities are excluded: advances received from customers for S/241.5 million, taxes payable for S/158.1 million, salaries and other personnel payable for S/84.5 million and others for S/9.1 million (S/365.7 million, S/165.8 million, S/99.2 million and S/6.2 million, respectively, as of December 31, 2022). |
(iv) | Includes administrative process INDECOPI for S/56.4 million (civil compensation to Peruvian Government for S/488.9 million and administrative process INDECOPI for S/52.5 million, as of December 31, 2022). |
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
9. | Cash and Cash Equivalents |
As of December 31, this account comprises:
In thousands of soles | 2022 | 2023 | ||||||
Cash on hand | 727 | 1,020 | ||||||
Remittances in-transit | 2,955 | 3,621 | ||||||
Current accounts (a) | 382,414 | 263,295 | ||||||
Trust account - specific use founds (b) | 416,464 | 421,149 | ||||||
Time deposits (c) | 114,994 | 314,803 | ||||||
Total Cash and Cash equivalents | 917,554 | 1,003,888 |
(a) | Current accounts are denominated in local and foreign currency, deposited in local and foreign banks with a high credit rating and are freely available. These accounts earn interest at market rates. |
(b) | The Corporation maintains trust accounts in local and foreign banks for the administration of funds for specific uses that are classified as: |
In thousands of soles | 2022 | 2023 | ||||||
Operational funds | 229,165 | 190,755 | ||||||
Consortium funds | 114,050 | 200,473 | ||||||
Reserve funds (i) | 71,966 | 28,661 | ||||||
Guarantee funds | 1,283 | 1,260 | ||||||
416,464 | 421,149 |
(i) | Reserve and guarantee funds for the payment of bonds issued and other obligations of the Corporation are as follows: |
In thousands of soles | 2022 | 2023 | ||||||
Tren Urbano de Lima S.A. | 49,397 | 4,622 | ||||||
Red Vial 5 S.A. | 22,569 | 24,039 | ||||||
71,966 | 28,661 |
(c) | Time deposits have maturities of less than ninety (90) days and are renewable at maturity. As of December 31, 2023, these deposits bear interest ranging from 4.21% to 7.32% (from 0.26% to 7.4% as of December 31, 2022). |
Cash and cash equivalents do not represent a significant credit or interest rate risk; therefore, their carrying amounts approximate their fair value.
10. | Trade Accounts Receivable, net |
As of December 31, this caption comprises the following:
In thousands of soles | 2022 | 2023 | ||||||
Receivables (a) | 357,704 | 204,167 | ||||||
Unbilled receivables - Subsidiarie (b) | 584,217 | 718,408 | ||||||
Unbilled receivables - Concession (c) | 860,530 | 908,197 | ||||||
1,802,451 | 1,830,772 | |||||||
Current portion | 1,078,582 | 1,061,801 | ||||||
Non-current portion | 723,869 | 768,971 | ||||||
1,802,451 | 1,830,772 |
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
As of December 31, 2022 and 2023, trade accounts receivable are denominated in local and foreign currency, have current maturities, do not accrue interest and do not have specific guarantees. The fair value of current accounts receivable is similar to their carrying value because their average collection period is less than sixty (60) days.
As of December 31, the balance of accounts receivable corresponds to:
In thousands of soles | 2022 | 2023 | ||||||
Tren Urbano de Lima S.A. | 818,354 | 884,326 | ||||||
Cumbra Peru S.A. (i) | 647,113 | 750,109 | ||||||
Unna Energia S.A. | 80,245 | 119,948 | ||||||
Cumbra Ingenieria S.A. | 53,205 | 33,866 | ||||||
Carretera Andina del Sur S.A.C. | 13,035 | 14,512 | ||||||
Unna Transporte S.A.C. | 9,852 | 11,134 | ||||||
Viva Negocio Inmobiliario S.A. (ii) | 150,285 | 6,392 | ||||||
Carretera Sierra Piura S.A.C. | 3,439 | 5,459 | ||||||
Concesionaria La Chira S.A. | 2,290 | 2,396 | ||||||
Red Vial 5 S.A. (iii) | 24,072 | 1,678 | ||||||
Others | 561 | 952 | ||||||
1,802,451 | 1,830,772 |
(i) | The increase at the end of December 2023 corresponds to the activities of the new project “Santa Monica” of the indirect subsidiary Morelco, and in project related to the construction of the Jorge Chavez airport terminal (Consorcio Inti Punku). |
(ii) | As of December 31, 2022 invoices receivable mainly corresponds to the sale of a land to SEDAPAL by Inmobiliaria Almote 2 S.A.C. for S/140 million (located in the district of Lurin, province of Lima, with an area of 209.59 hectares). In August 2023, it was fully collected. |
(iii) | As of December 31, 2023, the variation corresponds to: (i) collection of S/13.3 million to the MTC related to the application of clause 9.9 Rate Guarantee of the Concession Contract, by which the Grantor is obliged to recognize and pay the Concessionaire the corresponding rate difference in the event that any public entity does not allow the Concessionaire to collect the rate as stipulated in the contract; and (ii) collection of S/9.1 million related to complementary works on the North Pan-American Highway Km148, overpass. |
(a) | As of December 31, 2023, invoices receivable are recognized net of impairment for S/43.4 million, and at current value for S/0.5 million (S/44.7 million for impairment and S/0.7 million at current value, as of December 31, 2022). |
The aging analysis of trade receivables is as follows:
In thousands of soles | 2022 | 2023 | ||||||
Current | 316,664 | 153,678 | ||||||
Past due up to 30 days | 29,078 | 29,375 | ||||||
Past due from 31 days up to 90 days | 2,049 | 11,932 | ||||||
Past due from 91 days up to 120 days | 1,437 | 317 | ||||||
Past due from 121 days up to 360 days | 4,100 | 2,192 | ||||||
Past due over 360 days | 4,376 | 6,673 | ||||||
357,704 | 204,167 |
As of December 31, 2023, the amount of due debts over three hundred and sixty (360) days mainly includes invoices receivable from subsidiaries: Unna Transporte S.A.C. for S/4.6 million, Cumbra Peru S.A. for S/1.2 million, and Cumbra Ingenieria S.A. for S/0.9 million (Cumbra Peru S.A. for S/3.4 million and Cumbra Ingenieria S.A. for S/0.9 million as of December 31, 2022). As of December 31, 2022 and 2023, Management performed the assessment of credit risk exposure on trade accounts receivable.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
(b) | Correspond to documents related to estimates for services provided and valuations that were not invoiced. These rights are recognized discounted at present value for S/2.3 million (S/2.8 million as of December 31, 2022). The following is a breakdown by subsidiary: |
In thousands of soles | 2022 | 2023 | ||||||
Cumbra Peru S.A. | 533,389 | 683,927 | ||||||
Cumbra Ingenieria S.A. | 38,922 | 20,655 | ||||||
Unna Transporte S.A.C. | 6,192 | 6,560 | ||||||
Unna Energia S.A. | 5,617 | 7,183 | ||||||
Others | 97 | 83 | ||||||
584,217 | 718,408 |
(c) | Correspond to future collections to the Grantor according to the terms of the concession agreement, as detailed below: |
In thousands of soles | 2022 | 2023 | ||||||
Tren Urbano de Lima S.A. | 818,354 | 884,317 | ||||||
Red Vial 5 S.A. | 24,072 | 1,637 | ||||||
Carretera Andina del Sur S.A.C. | 12,796 | 14,403 | ||||||
Carretera Sierra Piura S.A.C. | 3,018 | 5,444 | ||||||
Concesionaria La Chira S.A. | 2,290 | 2,396 | ||||||
860,530 | 908,197 |
Management, after evaluating the balances receivable at the date of the interim condensed consolidated financial statements, considers that, except for the accounts receivable provisioned, there are no accounts at risk of uncollectibility.
In the opinion of Corporate Management, the expected credit loss and allowance for trade receivables adequately cover the risk of uncollectibility as of December 31, 2022 and 2023.
11. | Transactions with Related Parties |
A. | Transactions with related parties |
Major transactions for the period ended December 31, 2022 and 2023 between the Company and its related parties are summarized as follows:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31 | ended December 31 | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Revenue from sales of goods and services: | ||||||||||||||||
- Joint operations | 13,689 | 16,769 | 48,042 | 57,148 | ||||||||||||
13,689 | 16,769 | 48,042 | 57,148 |
Transactions among related parties are made based on current price lists and according to the terms and conditions similar to those agreed with third parties.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
B. | Balances with Related parties |
As of December 31, the balances were the following:
2022 | 2023 | |||||||||||||||
In thousands of soles | Receivable | Payable | Receivable | Payable | ||||||||||||
Current portion: | ||||||||||||||||
Joint operations | ||||||||||||||||
Consorcio Constructor Chavimochic | - | 9,421 | - | 9,313 | ||||||||||||
Consorcio GyM Conciviles | - | 1,426 | - | 5,709 | ||||||||||||
Consorcio Peruano de Conservacion | 752 | 2,629 | 799 | 2,762 | ||||||||||||
Consorcio Vial Quinua | - | 1,945 | - | 1,945 | ||||||||||||
Consorcio Inti Punku | 4,030 | 3,104 | 5,647 | 114 | ||||||||||||
Consorcio Manperan | 603 | 4,064 | 451 | 1,721 | ||||||||||||
Consorcio TNT Vial y Vives - DSD Chile Ltda | 8,664 | 3,153 | - | 558 | ||||||||||||
Consorcio Rio Urubamba | 9,606 | - | 1,911 | - | ||||||||||||
Consorcio Italo Peruano | 1,524 | - | 1,648 | - | ||||||||||||
Consorcio Ermitano | 547 | - | 526 | - | ||||||||||||
Consorcio Rio Mantaro | - | 12,247 | - | - | ||||||||||||
Others | 2,019 | 2,145 | 4,461 | 523 | ||||||||||||
27,745 | 40,134 | 15,443 | 22,645 | |||||||||||||
Other related parties | ||||||||||||||||
Ferrovias S.A. | - | 13,354 | - | 21,727 | ||||||||||||
- | 13,354 | - | 21,727 | |||||||||||||
Current portion | 27,745 | 53,488 | 15,443 | 44,372 | ||||||||||||
Non-current portion | ||||||||||||||||
Gasoducto Sur Peruano S.A. (note 14.i) | 542,392 | - | 527,722 | - | ||||||||||||
Ferrovias S.A. | - | 15,054 | - | 15,761 | ||||||||||||
Ferrovias Participaciones S.A. | - | 12,239 | - | 12,803 | ||||||||||||
Others | - | - | 563 | - | ||||||||||||
Non-current | 542,392 | 27,293 | 528,285 | 28,564 |
As of December 31, 2022 and 2023, accounts receivable and payable are mainly of current maturity which have no specific guarantees. These balances do not generate interest considering their maturity in short term.
The Corporation conducts its operations with related companies under the same conditions as those with third parties; consequently, there are no differences in pricing policies or in the basis for tax settlement; with respect to payment terms, these do not differ from policies granted to third parties.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
12. | Other Accounts Receivable, net |
As of December 31, this caption comprises the following:
In thousands of soles | 2022 | 2023 | ||||||
Claims and accounts receivable from third parties (a) | 251,339 | 254,750 | ||||||
Guarantee deposits (b) | 194,885 | 163,740 | ||||||
Credits and recoverable taxes (c) | 113,923 | 104,654 | ||||||
Advances to suppliers (d) | 53,658 | 98,021 | ||||||
Restricted funds (e) | 52,014 | 25,419 | ||||||
Accounts receivable from personnel | 2,359 | 1,925 | ||||||
Others | 10,747 | 10,967 | ||||||
678,925 | 659,476 | |||||||
Current portion | 393,195 | 348,072 | ||||||
Non-current portion | 285,730 | 311,404 | ||||||
678,925 | 659,476 |
a) | As of December 31, claims and accounts receivable from third parties are as follows: |
In thousands of soles | 2022 | 2023 | ||||||
Additional investments for operating contracts | 105,002 | 98,047 | ||||||
Account receivable to the Ministry of Agriculture Development and Irrigation (a.1) | - | 32,062 | ||||||
Real estate project receivable | 26,084 | 30,012 | ||||||
Claims to the tax authorities | 27,968 | 29,976 | ||||||
Accounts receivable from joint ventures | 21,100 | 21,878 | ||||||
Settlement agreement with third parties | 21,081 | 21,136 | ||||||
Account receivable from out-of-court settlement with third parties (a.2) | 36,266 | - | ||||||
Insurance claims for losses | - | 6,778 | ||||||
Others | 13,838 | 14,861 | ||||||
251,339 | 254,750 |
(a.1) | Account receivable to the Ministry of Agriculture Development and Irrigation - Concesionaria Chavimochic S.A.C. |
The balance corresponds to the claim to the Ministry of Agrarian Development and Irrigation (hereinafter, MIDAGRI) for US$9.5 million equivalent to S/35.1 million for the execution of the total amount of the Performance Bond, derived from the arbitration process followed against the Regional Government of La Libertad and MIDAGRI for the early termination of the Concession Contract due to breach of contract by the Grantor. As of December 31, 2023, the net present value balance amounts to US$8.6 million, equivalent to S/32.1 million (note 14.ii).
(a.2) | Account receivable from out-of-court settlement with third parties: Talara Refinery - Cumbra Peru S.A. |
As of December 2022, Cumbra Peru S.A. had a lawsuit pending against Tecnicas Reunidas de Talara S.A.C. (TRT) for approximately US$78 million as compensation for damages suffered as a result of various contractual breaches. In turn, TRT filed a counterclaim for approximately US$81 million alleging that Cumbra Peru S.A. had breached the subcontract entered into between the two companies. On the other hand, on December 28, 2020, TRT executed two letters of guarantee issued by Banco Santander, the first for US$16 million for Performance Bond and the second letter of guarantee for US$7.7 million for advance payment of work, despite the fact that the obligations guaranteed by the letter of guarantee were being litigated in the process described in this paragraph.
In December 2022, the Company signed an agreement with TRT, in order to solve claims of both parties. As a result of this agreement, the Company impaired account receivables rights for US$29.6 million equivalent to S/113 million. In addition, the Company would receive payments for outstanding invoices in the amount of US$10.3 million (equivalent to S/36.3 million). As of January 31, 2023, the Company received full payment of the outstanding invoices.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
b) | Guarantees deposits correspond to funds retained by customers for work contracts, mainly of the subsidiary Cumbra Peru S.A. These deposits are retained by customers in order to guarantee that the subsidiary performs its obligations under the contracts. The amounts withheld will be recovered upon completion of the work. |
c) | Credits and recoverable taxes are classified as follows: |
In thousands of soles | 2022 | 2023 | ||||||
VAT credit | 50,172 | 39,706 | ||||||
Income tax on-account payments | 48,729 | 45,263 | ||||||
ITAN and other tax receivable | 15,022 | 19,685 | ||||||
113,923 | 104,654 |
d) | Advances to suppliers are classified as follows: |
Correspond mainly to engineering and construction projects: (i) Increase in Cumbra Peru S.A., Consorcio Inti Punku for the Jorge Chavez Airport project for S/26.4 million, Morelco SAS, for the Termosuria Project in Ecopetrol S.A. project for S/25.8 million, and (ii) Decrease in Cumbra Peru S.A. for Gasoducto Piura project for S/2.1 million and the subsidiary Tren Urbano de Lima S.A. for S/3.6 million.
e) | As of December 31, 2023, the restricted funds correspond to bank certificates as guarantee composed of Cumbra Ingenieria S.A. for S/18.1 million and a restricted fund of Concesionaria La Chira S.A. for S/7.3 million. (As of December 31, 2022, Cumbra Peru S.A. for S/29.9 million EPC Talara, Cumbra Ingenieria S.A for S/14.7 million and Concesionaria La Chira S.A. for S/7.3 million, other S/1.7 million). |
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. | Inventories, Net |
This caption comprises the following:
In thousands of soles | 2022 | 2023 | ||||||
Land | 118,603 | 117,791 | ||||||
Work in progress - Real estate | 126,598 | 127,008 | ||||||
Finished properties | 47,643 | 38,970 | ||||||
Construction materials | 42,475 | 52,479 | ||||||
Merchandise and supplies | 83,512 | 100,103 | ||||||
418,831 | 436,351 | |||||||
Allowance for inventory write-downs | (6,495 | ) | (5,572 | ) | ||||
412,336 | 430,779 | |||||||
Current | 346,783 | 360,497 | ||||||
Non-current | 65,553 | 70,282 | ||||||
412,336 | 430,779 |
As of December 31, 2023, the non-current portion of inventories of S/70.3 million corresponds to land for real estate projects to be executed in the long term (S/56.6 million located in the district of San Isidro in Lima and S/13.6 million located in the district of Barranco in Lima). As of December 31, 2022, the non-current portion of inventories for projects to be executed in the long term amounts to S/65.6 million (S/52 million located in the district of San Isidro in Lima and S/13.5 million located in the district of Barranco in Lima). Management has analyzed the inventories and has determined that there are no major indications of impairment.
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AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
14. | Investments in Associates and Joint Ventures |
This caption comprises the following:
In thousands of soles | 2022 | 2023 | ||||||
Associates | 2,753 | 2,103 | ||||||
Joint ventures | 12,163 | 10,644 | ||||||
14,916 | 12,747 |
Movement of our investments in associates for the periods ended December 31, 2022, and 2023 is as follows:
In thousands of soles | 2022 | 2023 | ||||||
Balance as of January, 1 | 31,173 | 14,916 | ||||||
Equity interest in results | 1,907 | 3,011 | ||||||
Dividends received | (380 | ) | (5,176 | ) | ||||
Capital reduction | (2,937 | ) | - | |||||
Impairment of investment | (14,526 | ) | - | |||||
Investment disposal | (278 | ) | - | |||||
Translation adjustment | (43 | ) | (4 | ) | ||||
Balance as of December, 31 | 14,916 | 12,747 |
The most relevant associates are described below:
i. | Gasoducto Sur Peruano S.A. |
In November 2015, the Corporation acquired a 20% interest in Gasoducto Sur Peruano S.A. and obtained a 29% interest in Consorcio Constructor Ductos del Sur (hereinafter “CCDS”) through its subsidiary Cumbra Peru S.A.
On July 22, 2014, GSP signed a concession agreement with the Peruvian Government to build, operate, and maintain a pipeline transportation system of natural gas to meet the demand of cities in the south of Peru (hereinafter the “Concession Agreement”). Additionally, GSP signed an engineering, procurement and construction agreement with CCDS.
The Corporation made an investment of US$242.5 million (equivalent to S/811 million) and had to assume 21.49% of the performance bond established in the concession agreement for US$ 262.5 million and 21.49% of the guarantee for a bridge loan of US$600 million.
Early termination of the Concession Agreement
On January 24, 2017 the Peruvian Ministry of Energy and Mines (hereinafter “MEM”) notified the early termination of the Concession Agreement under Clause 6.7 for the failure of the concessionaire to accredit the financial closure within the contractual term, proceeding with the immediate execution of the entirety of the faithful performance guarantee.
The situation described in the previous paragraph caused Management to recognize the impairment of its total investment equivalent to 21.49% of its participation (US$242.5 million) between 2016 and 2019, and required the register of the account receivable resulting from the execution of the counter-guarantees granted by AENZA S.A.A. in favor of the issuer of the guarantee of performance of the concession contract and in favor of the syndicate of banks that granted the bridge loan to GSP for US$52.5 million and US$129 million, respectively. According to the Concession Agreement, the guarantees were paid on behalf of GSP, therefore, AENZA S.A.A. recognized the right to collect from GSP for US$181.5 million, which were recorded in 2016 as accounts receivable from related parties. Likewise, Cumbra Peru recognized the value of accounts receivable from CCDS for US$73.5 million and lost profits for US$10 million, which correspond to receivables from GSP.
On October 11, 2017, the agreement deed for the delivery of the assets of the south Peruvian gas pipeline concession between GSP and MEM was signed. The assets include the works, equipment, facilities and engineering studies provided for the execution of the project.
Upon termination of the Concession Agreement, and in accordance with the provisions of clause 20 thereof, the Peruvian Government had the obligation to hire an internationally recognized auditing firm to calculate the Net Book Value (hereinafter “NBV”) of the concession assets, and to call up to three auctions on GSP’s assets. However, to date, the Peruvian State continues to fail to comply with these contractual obligations. The amount of the VCN was calculated at US$2,602 million by an independent auditing firm hired by GSP as of December 31, 2016, this figure was subsequently adjusted to US$2,110 million as a result of variations in the balances related to the works carried out by the consortium, which in turn is reported in its audited financial statements as of December 31, 2017.
- 26 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Collection Actions of AENZA S.A.A.
On December 21, 2018, the Company asked the Peruvian Government for direct treatment and requested the payment of NBV in favor of GSP. On October 18, 2019, the Company filed with CIADI an arbitration request. On December 27, 2019 the Company withdrew the arbitration in compliance with a preliminary plea agreement signed with the Attorney General´s Office and Ad-hoc Peruvian Public Prosecutor’s Office on the same date (note 1). Withdrawing the arbitration before CIADI does not involve the loss of collection rights of the Company against GSP and does not restrict, limit, or impede GSP from asserting its rights against the Peruvian Government.
The Company and its internal and external legal advisors consider that the payment owed by the Government to GSP for the NBV are not within the withholding scope under Law 30737 that ensures the immediate payment of civil compensation in favor of the Peruvian Government in cases of corruption and related crimes, since this payment does not include any profit margin and/or not correspond to the sale of assets related to the project, but to a reimbursement for the investment made by the Concessionaire.
Bankruptcy of GSP
On December 4, 2017, GSP started a bankruptcy proceeding before the INDECOPI. The Company maintains receivable recognized by INDECOPI of US$0.4 million and US$169.3 million, the latter held under trust in favor of the creditors of the Company. In addition, it has indirectly recognized claims of US$11.8 million. On the other hand, the debt of Cumbra Peru S.A. derived from its participation in CCDS is directly recognized in INDECOPI in the GSP Competition for US$88.7 million. As of the date of this report, GSP is under liquidation and AENZA S.A.A. chairs the Board of Creditors.
On April 11, 2023, the Liquidation Agreement was approved, which defines the framework for the liquidator’s actions. The Liquidation Agreement includes the granting of powers to the liquidator with respect to representation, administrative, contractual and other relevant powers that allow him to comply with the obligations for which he was appointed, as well as the actions he is allowed to take in order to recover GSP’s assets and in accordance with the mechanisms set forth in the General Law of the Insolvency System.
On April 13, 2023, and under the powers granted to him by the Liquidation Agreement, the Liquidator requested the MEM to initiate the Direct Treatment procedure stipulated in the Concession Agreement.
On September 12, 2023, INDECOPI notified GSP of Resolution No. 4069-2023/CCO-INDECOPI which resolved to declare null and void the Board’s resolution approving the Liquidation Agreement because the Agreement does not the agreement does not foresee the modality and conditions of realization of the GSP assets other than the VCN (direct sale, auction, dation, etc.).
On November 21, 2023, the Meeting of Creditors was held with the purpose of correcting the defect declared in the aforementioned resolution, through the approval of a new Liquidation Agreement. However, this proposal only reached 59% of favorable votes, not reaching the qualified majority (66.67%) required by law. Likewise, on the same day, the Presidency of the Board, as well as other creditors requested INDECOPI to declare the liquidation of GSP.
In view of the above, on December 28, 2023, INDECOPI ordered the ex officio liquidation of GSP and that its Technical Secretariat of the Commission, dated on January 12, 2024, convene a Single Meeting of Creditors for January 29, 2024, in order to appoint a Liquidator for the process and approve a new Liquidation Agreement. The Meeting is formed with the Creditors in attendance and approve the corresponding proposals by simple majority. Therefore, on the referred day, with 59% of the votes in attendance, the appointment of Alva Legal Asesoría Empresarial S.A.C. as GSP’s liquidator and the proposed Liquidation Agreement were approved. The liquidation process of GSP continues its course, as well as the necessary actions for the recovery of VCN.
- 27 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
Amounts recognized in the consolidated financial statements (note 11).
As of December 31, 2023, the net value of the account receivable from GSP is approximately US$142.4 million, equivalent to S/527.7 million (US$142.4 million equivalent to S/542.4 million at December 31, 2022), which comprises the recognition in the following entities of the Corporation: i) AENZA S.A.A. holds US$63.9 million (equivalent to S/236.6 million) discounted to present value net of impairment and the effect of the exchange difference (US$63.9 million equivalent to S/243.2 million at December 31, 2022) and; ii) Cumbra Peru S.A. holds US$78.5 million (equivalent to S/291.1 million) discounted to present value, net of the effect of the exchange difference (US$78.5 million equivalent to S/299.2 million at December 31, 2022).
The Company’s management maintains the recovery estimate in 8 years, applying a discount rate of 4.92% (recovery term of 8 years with a discount rate of 5.86% as of December 31, 2022). These estimates generated during 2022 a present value effect of approximately S/72.2 million, which has been recognized in the consolidated statement of profit or loss under the caption “Interest for present value of financial asset or liabilities” (note 26.B).
Based on management’s assessment and in conjunction with the opinion of the internal legal department and external legal counsel, the estimate of recoverability, impairment allowances and the net recognized value of the account receivable from GSP as of December 31, 2022 and 2023 is reasonable and sufficient as of the reporting date of the Corporation’s consolidated financial statements.
ii. | Concesionaria Chavimochic S.A.C. |
In May 2014, Concesionaria Chavimochic S.A.C. (hereinafter the “Concessionaire”), in which AENZA has 26.5% of interest, signed an agreement with the Peruvian Government (hereinafter the “Concession Agreement”) for the design, construction, operation, and maintenance of major hydraulic works of Chavimochic Project (hereinafter the “Project”). The construction of the work started in 2015 with a concession term of twenty-five (25) years and a total investment of about US$ 647 million.
According to the Concession Agreement, the works of the third stage of the Project were structured in two phases. To date, the works of the first phase (Palo Redondo Dam) are 70% in progress. However, at the beginning of 2017, the procedure for early termination of the Concession Agreement was initiated due to the breach of contract by the Grantor, and all activities were suspended in December 2017. Due to the fact that no agreement was made, the Concessionaire initiated an arbitration process before the Comision de las Naciones Unidas para el Derecho Mercantil Internacional (CNUDMI).
On October 4, 2022, the Arbitration Court notified the parties with the award, which provided for the early termination of the Concession Agreement and ordered, among other things, that the Grantor pay the Concessionaire the amount of US$25.3 million as a consequence of its failure to provide the Project Control Delivery, and the execution of 70% of the Performance Bond or the payment of US$25 million for the Concessionaire’s failure to obtain evidence of financial closing.
Despite the requests for exclusion and integration of the award filed by the Concessionaire, the Court did not issue a decision within the deadline, and the award was consented to. As of December 31, 2022, an impairment of its total investment amounting to S/14.5 million was recorded.
In February 2023, the Grantor partially executed the Concessionaire’s performance bond, where AENZA S.A.A. was required to assume a total of US$7.5 million. Likewise, prior to the closing of this report, the Grantor requested the execution of the balance of the Concessionaire’s performance bond, where AENZA S.A.A. is responsible for US$1.4 million. The Concessionaire is currently coordinating the necessary legal actions for the full execution of the award so that the Grantor complies with the obligations arising therefrom. Likewise, the Concessionaire will initiate legal actions against the Grantor for what it considers an arbitrary execution of the balance of the performance bond without the arbitration court having granted the possibility of executing the bond for a higher amount and without a breach of contract having been attributed to the Concessionaire that would justify such performance (note 12.a.1).
- 28 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
15. | Investments 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 period ended December 31, 2022 and 2023, are as follows:
Property, | ||||||||||||||||
Investment | plant and | Right-of-use | Intangibles | |||||||||||||
property | equipment | assets | assets | |||||||||||||
In thousands of soles | (a) | (a) | (a) | (b) | ||||||||||||
Cost | ||||||||||||||||
Balance at January 1, 2022 | 87,222 | 1,261,098 | 98,391 | 1,472,506 | ||||||||||||
Additions | 53 | 63,155 | 21,567 | 165,157 | ||||||||||||
Sale of assets | - | (41,804 | ) | - | - | |||||||||||
Disposals | (1,409 | ) | (23,085 | ) | (223 | ) | (3,665 | ) | ||||||||
Reclassifications | 13,691 | (845 | ) | - | (29,100 | ) | ||||||||||
Transfers | - | 228 | - | 450 | ||||||||||||
Translations adjustments | - | (24,539 | ) | (240 | ) | (18,886 | ) | |||||||||
Balance at December 31, 2022 | 99,557 | 1,234,208 | 119,495 | 1,586,462 | ||||||||||||
Balance at January 1, 2023 | 99,557 | 1,234,208 | 119,495 | 1,586,462 | ||||||||||||
Additions | 193 | 82,234 | 3,792 | 120,000 | ||||||||||||
Sale of assets | - | (39,303 | ) | - | - | |||||||||||
Disposals | - | (31,392 | ) | (2,823 | ) | (52,886 | ) | |||||||||
Reclassifications | 5,690 | (3,243 | ) | (68 | ) | (36,335 | ) | |||||||||
Transfers | - | (143 | ) | - | 140 | |||||||||||
Translations adjustments | - | 1,678 | 180 | 8,720 | ||||||||||||
Balance at December 31, 2023 | 105,440 | 1,244,039 | 120,576 | 1,626,101 | ||||||||||||
Accumulated depreciation and impairment | ||||||||||||||||
Balance at January 1, 2022 | (24,211 | ) | (957,928 | ) | (50,674 | ) | (729,115 | ) | ||||||||
Depreciation / amortization | (3,971 | ) | (52,308 | ) | (18,709 | ) | (102,035 | ) | ||||||||
Sale of assets | - | 34,419 | - | - | ||||||||||||
Disposals | 4,240 | 20,388 | (33 | ) | 2,852 | |||||||||||
Reclassifications | (13,691 | ) | 845 | - | 29,100 | |||||||||||
Transfers | - | (2,452 | ) | - | (272 | ) | ||||||||||
Impairment | - | (10,857 | ) | - | (2,530 | ) | ||||||||||
Translations adjustments | - | 18,150 | 128 | 2,874 | ||||||||||||
Balance at December 31, 2022 | (37,633 | ) | (949,743 | ) | (69,288 | ) | (799,126 | ) | ||||||||
Balance at January 1, 2023 | (37,633 | ) | (949,743 | ) | (69,288 | ) | (799,126 | ) | ||||||||
Depreciation / amortization | (3,857 | ) | (54,335 | ) | (17,834 | ) | (160,879 | ) | ||||||||
Sale of assets | - | 34,598 | - | - | ||||||||||||
Disposals | - | 29,566 | 2,812 | 49,844 | ||||||||||||
Reclassifications | (5,690 | ) | 3,243 | 68 | 36,335 | |||||||||||
Translations adjustments | - | (203 | ) | (39 | ) | 181 | ||||||||||
Balance at December 31, 2023 | (47,180 | ) | (936,874 | ) | (84,281 | ) | (873,645 | ) | ||||||||
Carrying amounts | ||||||||||||||||
At January 1, 2022 | 63,011 | 303,170 | 47,717 | 743,391 | ||||||||||||
At December 31, 2022 | 61,924 | 284,465 | 50,207 | 787,336 | ||||||||||||
At December 31, 2023 | 58,260 | 307,165 | 36,295 | 752,456 |
(a) | Investment property, property, plant and equipment and right-of-use assets |
As of December 31, 2023, additions to property, plant and equipment correspond mainly to the energy segment, for machinery, replacement units, works in progress, other equipment, and furniture and fixtures for a total of S/66 million. Likewise, additions in the engineering and construction segment, for work in progress, other equipment, machinery, furniture and fixtures, vehicles and buildings for S/14.5 million; and additions in the infrastructure and real estate segment for S/1.8 million (As of December 31, 2022, additions to property, plant, and equipment correspond mainly to additions to equipment and work in progress related to well operations for S/49.9 million, in the Energy sector; additions to various machinery and equipment for S/8 million, in the Engineer and Construction sector; and additions to various equipment and machinery for S/3.4 million, in the real estate segment).
As of December 31, 2023, the additions of assets for right of use correspond mainly to the energy segment, to lease contracts for the acquisition of various machinery and equipment for S/2.8 million and to the price adjustment to the property lease contract of the Company for S/0.7 million (as of December 31, 2022, corresponds mainly to the energy segment, for lease contracts for the acquisition of vehicles, machinery and other equipment and real estate for S/13.4 million. Likewise, additions in the infrastructure segment, for the acquisition of vehicles for S/4 million; in the engineering and construction segment, for the acquisition of equipment for S/1.3 million, and additions for the price adjustment to the Company’s property lease contract. S/2.7 million).
- 29 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
For the period ended December 31, 2022 and 2023, depreciation of property, plant and equipment, investment property and right-of-use assets is presented in the interim condensed consolidated statement of income as follows:
In thousands of soles | 2022 | 2023 | ||||||
Cost of sale of goods and services (Note 24) | 58,011 | 62,939 | ||||||
Administrative expenses (Note 24) | 16,977 | 13,087 | ||||||
Total depreciation | 74,988 | 76,026 | ||||||
(-) Depreciation related to investment property | (3,971 | ) | (3,857 | ) | ||||
(-) Depreciation related to right-of-use assets | (18,709 | ) | (17,834 | ) | ||||
Total depreciation of property, plant and equipment | 52,308 | 54,335 |
(b) | Intangible assets |
As of December 31, 2023, the additions correspond mainly to the energy segment for investments in the preparation of wells and other assets for a total of S/108 million, additions in the infrastructure segment for investments in concessions for a total of S/7 million and additions in the engineering and construction segment for investments in software for S/5 million. (As of December 31, 2022, the additions correspond mainly to investments in the preparation of wells and other assets of the energy segment for S/148.1 million, software development in the engineering and construction segment for S/9.8 million; and additions in concessions and licenses corresponding to the infrastructure segment for S/7 million).
For the period ended December 31, 2022 and 2023, the breakdown of intangible amortization included in the consolidated statement of income is as follows:
In thousands of soles | 2022 | 2023 | ||||||
Cost of sale of goods and services (note 24) | 98,529 | 157,132 | ||||||
Administrative expenses (note 24) | 3,506 | 3,747 | ||||||
Total amortization | 102,035 | 160,879 |
Goodwill
Management reviews businesses results based on the type of economic activity developed. The cash-generating units are distributed in the following segments:
In thousands of soles | 2022 | 2023 | ||||||
Engineering and construction | 28,741 | 35,158 | ||||||
Electromechanical | 20,736 | 20,736 | ||||||
49,477 | 55,894 |
- 30 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
16. | Borrowings |
This caption comprises the following:
Date of | Interest | Current | Non-current | |||||||||||||||||||||||
In thousands of soles | maturity | rate | Curency | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
Bank loans | ||||||||||||||||||||||||||
Bridge loan (a) | 2024 | Term SOFR 3M + de 9.75% a 11.25 | % | USD | 463,773 | 379,928 | - | - | ||||||||||||||||||
Banco de Credito del Peru S.A. (b) | 2028 | 6.04% / 7.68 | % | USD | 32,104 | 33,338 | 93,960 | 82,658 | ||||||||||||||||||
Banco Interamericano de Desarrollo ( c) | 2032 | 7.84 | % | USD | - | 744 | - | 73,058 | ||||||||||||||||||
Banco de Credito del Peru S.A. (d) | 2024 | 10.00 | % | USD | - | 29,628 | - | - | ||||||||||||||||||
Banco de Credito del Peru S.A. | 2024 | 12.50 | % | PEN | - | 8,024 | - | - | ||||||||||||||||||
Banco BBVA Peru S.A. | 2024 | 7.94 | % | USD | 1 | 1,486 | 1,528 | - | ||||||||||||||||||
Bancolombia S.A. | 2024 | 17.96% / 22.89 | % | COP | 6,344 | 16,209 | - | - | ||||||||||||||||||
Banco de Bogota | 2024 | 12.20 | % | COP | 4,330 | 3 | - | - | ||||||||||||||||||
Banco de Credito del Peru S.A. | 2023 | 7.00 | % | PEN | 36,562 | - | - | - | ||||||||||||||||||
Banco Interamericano de Finanzas S.A. | 2024 | 11.35 | % | PEN | 4,671 | - | 7,965 | - | ||||||||||||||||||
Banco BBVA Peru S.A. | 2023 | 7.94 | % | PEN | 587 | - | - | - | ||||||||||||||||||
Other financial entities | ||||||||||||||||||||||||||
BCI Management Administradora General de Fondos S.A. (e) | 2027 | 9.97 | % | USD | 8,725 | 18,401 | 154,025 | 122,214 | ||||||||||||||||||
Others | 2024 | 11.25% / 13.54 | % | PEN / CLP | 3,451 | 14,159 | 1,947 | 295 | ||||||||||||||||||
Right-of-use-liabilities | 2027 | 5.40% / 22.66 | % | USD | 12,879 | 14,109 | 46,206 | 28,453 | ||||||||||||||||||
Finance leases | 2023 | 5.32% / 9.04 | % | USD | 835 | - | - | - | ||||||||||||||||||
574,262 | 516,029 | 305,631 | 306,678 |
(a) | On March 17, 2022, the Company entered into a bridge loan agreement for up to US$120 million, with a group of financial institutions 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 eighteen (18) months, in quarterly interest installments and is secured, subject to the fulfillment of certain precedent conditions, by a flow trust (first lien), a pledge over the shares in Unna Energia S.A. (first lien), and a trust on the shares of Viva Negocio Inmobiliario S.A.C. (second lien). On April 5, 2022, the Company received a bridge loan for up to US$120 million. |
On October 5, 2023 and December 27, 2023, payments of US$8 million (equivalent to S/29.1 million) and US$12 million (equivalent to S/43.6 million), respectively, were made. Additionally, on December 27, 2023, the term extension of the bridge loan agreement was signed for up to US$100 million for a period of twelve months.
As of December 31, 2023, the amount of the loan is S/379.9 million (as of December 31, 2022, S/ 463.8 million), which includes capital of S/ 371.3 million, plus interest and net deferred charges of S/8.6 million (as of December 31, 2022, S/458.4 million and S/5.4 million, respectively).
As of December 31, 2022 and 2023, the Company has complied with the covenants established in the loan agreement.
(b) | Terminales del Peru (hereinafter “TP”), a joint operation of the subsidiary Unna Energia S.A., has a medium-term loan agreement with Banco de Credito del Peru S.A. (hereinafter BCP) to finance investments arising from the operation agreement of North and Center terminals for 2015 to 2019 period, ending its availability period on December 31, 2022 with a maximum exposure limit of US$ 80 million. This funding is repaid within eight (8) years. for a credit line amount of US$ 100 million, which was authorised and fully utilised. |
In addition, in November 2019, TP signed a loan agreement to finance the additional investments from 2019 to 2023 for a credit line of US$ 46 million with BCP. This agreement includes an assignee as interest holder, so BD Capital (BDC) acquired 50% of the BCP contractual position through the signature of an accession agreement. During 2023, additional disbursements of US$ 13.5 million, equivalent to S/ 50.9 million, were requested for the additional investments. On December 20, 2023, an addendum was signed to extend the period of availability until November 15, 2024.
As of December 31, 2023, the amount recorded for the loans equivalent to the 50% interest held by the subsidiary Unna Energía S.A. is S/ 116 million, which includes principal plus interest and net deferred charges (S/ 126.1 million as of 31 December 2022).
As of December 31, 2022 and 2023, TP is in compliance with the covenants established in the loan agreement.
- 31 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
(c) | In December 2022, Viva Negocio Inmobiliario S.A.C. signed a loan agreement with the Banco Interamericano de Desarrollo, for ten (10) years and with two (2) years grace period for principal amortization, for the purpose of building social housing. The loan was fully disbursed in January 2023, for US$20 million, equivalent to S/72.2 million. AS of December 31, 2023, the total debt amounts to US$20.2 million, equivalent to S/73.8 million, which includes principal of S/74.3 million, plus interest of S/0.7 million and the effect of deferred charges of S/1.2 million. |
As of December 31, 2022 and 2023, Viva Negocio Inmobiliario S.A.C. has on guarantees or covenants for these loans.
(d) | On February 15, 2023 and May 15, 2023, the Ministerio de Desarrollo Agrario y Riego - MIDAGRI executed the bank guarantee letter for a total amount of US$ 9.5 million that had been issued on behalf of Concesionaria Chavimochic S.A.C. as a guarantee under the Concession contract. As a result, the Company entered into a short-term loan under tranche C1 of the syndicated financing agreement. The balance of the loan at December 31, 2023 is US$ 7.9 million (equivalent to S/ 29.6 million). |
(e) | On May 29, 2018, the Company and Inversiones Concesiones Vial S.A.C. (“BCI Peru”) came into an investment agreement whith the intervention of Fondo de Inversiones BCI NV (“BCI Fund”) 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. Upon the signature of this agreement, the Company had to indirectly transfer its economic rights over 48.8% of the share capital of Red Vial 5 S.A. by transferring its B class shares (equivalent to 48.8% of the capital of Red Vial S.A.) to a vehicle specially incorporated for such purposes called 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. |
In addition, it has been agreed that the Company would have purchase options on 48.8% of Red Vial 5’s economic rights that BCI Peru will maintain through its interest in Inversiones en Autopistas S.A. These options would be subject to certain conditions such as the expiration of different terms, recovery of the investment made with the proceeds of BCI Fund (according to different economic calculations) and/or to control changes.
As of December 31, 2023, the loan balance payable amounts to US$ 39.2 million, equivalent to S/ 145.4 million (as of December 31, 2022, US$ 42.6 million, equivalent to S/ 162.8 million) and includes the negative effect of the present value of S/ 2.4 million (as of December 31, 2022, S/ 16.6 million) (note 26.B.ii). Accrued interest amounts to S/ 8.3 million (in 2022, S/ 9.3 million).
A. Fair value of borrowings
The carrying amount and fair value of borrowings are detailed as follows:
Carrying amount | Fair value | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Bank loans | 651,825 | 625,076 | 638,620 | 616,120 | ||||||||||||
Other financial entities | 168,148 | 155,069 | 168,148 | 155,069 | ||||||||||||
Lease liability for right-of-use asset | 59,085 | 42,562 | 58,719 | 43,078 | ||||||||||||
Finance leases | 835 | - | 776 | - | ||||||||||||
879,893 | 822,707 | 866,263 | 814,267 |
As of December 31, 2023, the fair value is based on cash flows discounted using debt rates between 4.7% and 22.7% (between 4.7% and 17.6% as of December 31, 2022) and are included as Level 2 in the level of measurement.
- 32 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
17. | Bonds |
This caption comprised the following:
Date of | Interest | Current | Non-current | |||||||||||||||||||||
In thousands of soles | maturity | rate | Currency | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||
Corporate bonds - Regulation S issued on the United States of America (a) | 2039 | 4.75% + Ajuste VAC | PEN | 31,203 | 28,558 | 598,753 | 599,803 | |||||||||||||||||
Corporate Bonds - Lima Stock Exchange issued on Peru (b) | 2027 | 8.38% | PEN | 41,343 | 49,369 | 177,341 | 130,750 | |||||||||||||||||
Private bonds (c) | 2027 | 8.50% | USD | 4,554 | 3,611 | 16,719 | 10,834 | |||||||||||||||||
77,100 | 81,538 | 792,813 | 741,387 |
(a) | In February 2015, the subsidiary Tren Urbano de Lima S.A. issued international corporate bonds under Regulation S of the United States of America. The issuance was made in VAC soles (adjusted at Constant Update Value) for an amount of S/ 629 million. The bonds have a risk rating of AA+. |
These bonds include the following collateral: (i) mortgage on the concession of which Tren Urbano de Lima S.A. is the concessionaire, (ii) security interest on the shares of the Concessionaire, (iii) assignment of the Collection Rights of the Administration Trust, and (iv) a Flow Trust and Reserve Accounts for Debt Service, Operation and Maintenance and ongoing Capex. Issuance costs amounted to S/ 22 million. During 2023, a principal repayment of S/ 26 million (S/ 19.8 million in 2022) has been made.
As of December 31, 2023, an accumulated amortization amounting to S/ 152.8 million (S/ 126.8 million as of December 31, 2022) was made.
As of December 31, 2023, the balance includes VAC adjustments and interest payable for S/ 146.1 million (S/ 143.3 million as of December 31, 2022).
For the periods ended December 31, 2022 and 2023, the movement of this account is as follows:
In thousands of soles | 2022 | 2023 | ||||||
Balance at January, 1 | 626,697 | 629,956 | ||||||
Amortization | (19,848 | ) | (26,004 | ) | ||||
Accrued interest | 54,918 | 57,407 | ||||||
Interest paid | (31,811 | ) | (32,998 | ) | ||||
Balance at December, 31 | 629,956 | 628,361 |
As of December 31, 2022, and 2023, Tren Urbano de Lima S.A. has complied with the corresponding covenants.
As of December 31, 2023, the fair value amounts to S/628.4 million (S/630.7 million, as of December 31, 2022), is based on discounted cash flows using a rate of 4.9% (5.9% as of December 31, 2022) and corresponds to level 2 of the fair value hierarchy.
(b) | 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. The bonds are rated AA-. |
According to the terms of the bond issuance agreement, this financing is secured by: (i) a trust of flows from the collection rights and flows derived from the Concession, except for flows corresponding to the Remuneration and the Regulation Fee; (ii) a mortgage on the concession of which Red Vial 5 S.A. is the concessionaire; (iii) movable guarantees on shares; (iv) assignment of rights on the bank letter of guarantee and any other guarantee granted in the Construction Agreement; and (v) in general, all those additional guarantees granted in favor of the secured creditors if applicable.
The purpose of the granted funds was to finance the construction works of the second phase of Red Vial 5 and sales tax related to the execution of project expenses.
- 33 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
For the periods ended December 31, 2022 and 2023, the movement of this account is the following:
In thousands of soles | 2022 | 2023 | ||||||
Balance at January, 1 | 251,933 | 218,684 | ||||||
Amortization | (33,085 | ) | (38,266 | ) | ||||
Accrued interest | 19,744 | 16,609 | ||||||
Interest paid | (19,908 | ) | (16,908 | ) | ||||
Balance at December, 31 | 218,684 | 180,119 |
As of December 31, 2022, and 2023, Red Vial 5 S.A. complied with the respective covenants.
As of December 31, 2023, the fair value amounts to S/184.6 million (as of December 31, 2022, S/224.8 million), is based on discounted cash flows using an annual effective interest rate 8.1% as of December 31, 2022 and 2023 and is within level 2 of the fair value hierarchy.
(c) | At the beginning of 2020, the subsidiary Cumbra Peru S.A. prepared the First Private Bond Program, for US$7.8 million (equivalent to S/25.9 million), which were issued to be exchanged for a previously incurred commercial debt. |
For the periods ended December 31, 2022, and 2023 the movement of this account is the following:
In thousands of soles | 2022 | 2023 | ||||||
Balance at January, 1 | 26,282 | 21,273 | ||||||
Amortization | (3,812 | ) | (5,424 | ) | ||||
Exchange difference | (1,030 | ) | (594 | ) | ||||
Accrued interest | 1,858 | 1,493 | ||||||
Interest paid | (2,025 | ) | (2,303 | ) | ||||
Balance at December, 31 | 21,273 | 14,445 |
As of December 31, 2023, the fair value amounts to S/13.6 million (S/19.7 million as of December 31, 2022), is based on discounted cash flows using a rate of 12% (11.4% as of December 31, 2022) and is within level 2 of the fair value hierarchy.
(d) | On August 13, 2021, 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 Bonds were placed locally and were made available to investors only in Peru in accordance with applicable Peruvian law. The Bonds matured until February 2024, bearing interest at an effective annual interest rate of 8% and quarterly installments.
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 five (5) business days prior to the conversion date; and 4) the conversion price would be the minimum of (i) US$0.33 (Zero and 33/100 US Dollars) per share, and (ii) 80% of the average price of transactions occurred thirty (30) days prior to the Conversion Date, weighted by the volume of each transaction. The conversion will be made by dividing the current face value of each bond by the conversion price.
The Company converted all bonds in common shares in two tranches, the first one on February 28, 2022 for 11,000 Bonds and second on May 31, 2022 for 78,970 bonds (Note 22). Due to conversion, the debt was fully capitalized.
- 34 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
18. | Trade Accounts Payable |
This item comprises:
In thousands of soles | 2022 | 2023 | ||||||
Invoices payable | 523,175 | 571,438 | ||||||
Provision of contract costs | 508,448 | 592,254 | ||||||
Notes payable | 5,390 | 4,575 | ||||||
1,037,013 | 1,168,267 | |||||||
Current portion | 1,027,256 | 1,164,266 | ||||||
Non-current portion | 9,757 | 4,001 | ||||||
1,037,013 | 1,168,267 |
As of December 31, 2023, unbilled goods and services received amounting to S/500 million for the engineering and construction segment, S/46.7 million for the infrastructure segment, S/28.3 million for the energy segment, S/13.2 million for the real estate segment and S/11.7 million for operations of the parent company (S/390.2 million for the engineering and construction segment, S/47.6 million for the infrastructure segment, S/37 million for the energy segment, S/20.9 million for the real estate segment and S/12.8 million for operations of the parent company, as of December 31, 2022).
19. | Other Accounts Payable |
This caption is comprised by the following:
In thousands of soles | 2022 | 2023 | ||||||
Civil compensation to Peruvian Government (a) | - | 469,839 | ||||||
Advances received from customers (b) | 365,730 | 241,469 | ||||||
Taxes payable | 165,831 | 158,132 | ||||||
Salaries and other payable to personnel | 99,225 | 84,469 | ||||||
Arbitration payable | 73,348 | 68,082 | ||||||
Accounts payable Consorcio Ductos del Sur | 25,652 | 16,729 | ||||||
Guarantee deposits | 18,552 | 24,570 | ||||||
Share purchase agreement - Inversiones Sur | 15,280 | - | ||||||
Acquisition of additional non-controlling interest | 9,344 | 6,944 | ||||||
Royalties payable | 9,303 | 9,164 | ||||||
Other accounts payable | 25,496 | 31,014 | ||||||
807,761 | 1,110,412 | |||||||
Current portion | 705,442 | 601,101 | ||||||
Non-current portion | 102,319 | 509,311 | ||||||
807,761 | 1,110,412 |
(a) | Corresponds to the 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 was 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 Government of S/333.3 million and US$40.7 million. The civil penalty will be made within a term of 12 years, under a legal interest rate in Soles and US Dollars 3.55% and 1.9%, respectively (annual interest calculated as of December 31, 2023); in addition, the Company compromise to establish a package of guarantees through a trust to which the following assets and/or rights will be transferred after the court approval i) 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.C. to participate in public construction and road maintenance contracts with the Peruvian Government for two (2) years from the approval of the Agreement. |
- 35 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
On December 27, 2023, the initial installment of the Civil Compensation was paid to the Peruvian Government for S/10.3 million and US$1.2 million. As of December 31, 2023, the balance amounts to S/469.8 million (S/323 million and US$39.5 million).
(b) | Advances received from customers correspond mainly of the engineering and construction and real estate segments; and are discounted from the invoicing made in accordance with the terms of the agreements. |
In thousands of soles | 2022 | 2023 | ||||||
Cumbra Peru S.A. - Jorge Chavez Airport | 88,114 | 93,792 | ||||||
Viva Negocio Inmobiliario S.A.C. - Real estate projects | 85,741 | 73,626 | ||||||
Cumbra Peru S.A. - San Gabriel - Buenaventura Project | 33,206 | 35,923 | ||||||
Cumbra Peru S.A. - C. Comercial Parque Arauco La Molina | - | 21,448 | ||||||
Proyecto Especial de Infraestructura de Transporte Nacional | 33,879 | 12,454 | ||||||
Vial y Vives - DSD S.A. - Minera Spence | 12,536 | 2,483 | ||||||
Cumbra Ingenieria S.A. - Mina Gold Fields La Cima S.A. Project | 1,986 | 769 | ||||||
Vial y Vives - DSD S.A. - Refineria ENAP | 9,472 | 297 | ||||||
Vial y Vives - DSD S.A. - Quebrada Blanca Project | 91,107 | - | ||||||
Cumbra Peru S.A. - Concentrator Plant and Quellaveco Tunnel | 5,984 | - | ||||||
Others | 3,705 | 677 | ||||||
365,730 | 241,469 | |||||||
Current | 350,194 | 241,308 | ||||||
Non-current | 15,536 | 161 | ||||||
365,730 | 241,469 |
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.
20. | Other Provisions |
This item comprises:
Provision | ||||||||||||||||
Legal | Tax | for well | ||||||||||||||
In thousands of soles | claims | claims | closure | Total | ||||||||||||
As of January 1, 2022 | 364,385 | 38,182 | 82,475 | 485,042 | ||||||||||||
Additions | 278,446 | 15,891 | - | 294,337 | ||||||||||||
Present value | 1,042 | - | (2,496 | ) | (1,454 | ) | ||||||||||
Reversals of provisions | (1,802 | ) | (434 | ) | (9,694 | ) | (11,930 | ) | ||||||||
Reclasification | (5,587 | ) | (62 | ) | - | (5,649 | ) | |||||||||
Payments | (40,253 | ) | - | (747 | ) | (41,000 | ) | |||||||||
Translation adjustments / Exchange difference | (16,015 | ) | - | (1,378 | ) | (17,393 | ) | |||||||||
As of December 31, 2022 | 580,216 | 53,577 | 68,160 | 701,953 | ||||||||||||
Current portion | 87,948 | 33,127 | 11,851 | 132,926 | ||||||||||||
Non-current portion | 492,268 | 20,450 | 56,309 | 569,027 | ||||||||||||
580,216 | 53,577 | 68,160 | 701,953 | |||||||||||||
As of January 1, 2023 | 580,216 | 53,577 | 68,160 | 701,953 | ||||||||||||
Additions | 14,784 | 11,668 | 6,545 | 32,997 | ||||||||||||
Present value | 919 | - | 4,339 | 5,258 | ||||||||||||
Reversals of provisions | (8,229 | ) | (1,687 | ) | (11,806 | ) | (21,722 | ) | ||||||||
Reclasification (nota 1.C) | (488,007 | ) | (4,195 | ) | - | (492,202 | ) | |||||||||
Payments | (6,970 | ) | - | (2,321 | ) | (9,291 | ) | |||||||||
Translation adjustments / Exchange difference | (1,184 | ) | - | (656 | ) | (1,840 | ) | |||||||||
As of December 31, 2023 | 91,529 | 59,363 | 64,261 | 215,153 | ||||||||||||
Current portion | 76,871 | 28,780 | 11,435 | 117,086 | ||||||||||||
Non-current portion | 14,658 | 30,583 | 52,826 | 98,067 | ||||||||||||
91,529 | 59,363 | 64,261 | 215,153 |
- 36 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
(a) | Legal contingencies mainly correspond to: |
Civil compensation to Peruvian Government
The Agreement accrual amounting to S/333.3 million and US$40.7 million was reclassified to the caption “Other accounts payable”.
Administrative process INDECOPI
On March 9, 2021, Cumbra Peru S.A. was notified with the Final Instruction Report prepared by the Technical Secretariat of the INDECOPI Commission, related to the administrative sanctioning procedure against 33 construction companies and 26 of their executives for having adopted a coordination system through which they agreed to share several bids called by Provías Nacional and other entities of the Peruvian Government. On November 15, 2021, the Commission by Resolution N°080-021-CLC-INDECOPI resolved to sanction in first administrative instance the above mentioned companies and their executives, including Cumbra Peru S.A. On December 9, 2021, Cumbra Peru S.A. filed an appeal against the referred resolution, suspending any execution of the resolution, including the payment of the fine imposed and the compliance with the corrective measures ordered. As of December 31, 2023, the Company maintains a provision that was recognized amounting to S/56.4 million (S/52.4 million as of December 31, 2022).
Shareholder class action lawsuits in the Federal Court of the Eastern District of New York
During the first quarter of 2017, two class action lawsuits were filed against the Company and some former officers by virtue of the Securities Act before the Federal Court of the East District of New York. On July 2, 2020, the Company signed a final transaction agreement with the plaintiffs though which the parties commited to settling the class action lawsuits and the Company commits to paying US$ 20 million.
In relation to the agreement, as of December 31, 2021, the Company had paid US$ 6.4 million and US$ 5 million, which was covered by the professional liability policy in accordance with the agreement signed with the insurer. It also maintained a provision of US$ 8.6 million, equivalent to S/ 34.4 million, plus interest. This debt was repaid in full on April 8, 2022.
Other legal proceedings
The corporation maintains administrative lawsuits for S/14.8 million, civil lawsuits for S/11.3 million, labor lawsuits for S/5.7 million and administrative lawsuits for S/3.3 million (as of December 31, 2022, administrative lawsuits for S/14.4 million, civil lawsuits for S/11 million, labor lawsuits for S/6.3 million and administrative lawsuits for S/4.1 million).
(b) | Tax contingencies correspond mainly to: |
(i) | Appeal Process before the Tax Court for S/25.2 million belonging to AENZA S.A.A. for income tax for the years 2014, 2015 and 2016 for S/12.3 million; Cumbra Ingenieria S.A. for income tax for the years 2013, 2014, 2015 and 2016 for S/9.5 million; Cumbra Peru S.A. for income tax for the year 2012 for S/2.3 million; and Consorcio Constructor Chavimochic for income tax for the year 2016 for S/1.1 million. |
- 37 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
(ii) | Claims before SUNAT for S/18.4 million corresponding to AENZA S.A.A. for income tax for the year 2017 for S/14.8 million; Cumbra Ingenieria S.A. for income tax for the year 2019 for S/3.6 million. |
(iii) | Claims before the Judiciary for S/9.8 million belonging to AENZA S.A.A. for income tax and VAT tax for the years 1998 to 2011. |
(iv) | Non-contentious proceedings for S/6 million related to Cumbra Ingenieria S.A. for S/5.9 million; and Carretera Andina del Sur S.A. for S/0.1 million. |
(c) | Provision for closure corresponds mainly to: |
i) | Provisions for well closure of the subsidiary Unna Energia S.A. for S/51.3 million and contractual compliance with Petroperu for S/3.5 million (as of December 31, 2022, S/56.5 million and S/3.3 million, respectively); and |
ii) | Provisions for associated costs of the subsidiary Red Vial 5 S.A. related to the closing of the concession contract for S/5 million (as of December 31, 2022, S/5.6 million). |
iii) | Other provisions in Cumbra Peru S.A. for S/3.6 million, for the assumption of assets and liabilities of one of its partners in consortium of the subsidiary, for an amount of S/2.8 million and in the subsidiary Morelco, the probable sanction of the Unidad de Gestión Pensional y Contribuciones Parafiscales de la Proteccion Social in charge of validating payroll payments for an amount of S/0.8 million. |
21. | 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, the Company issued 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 commitments 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 the Company converted the bonds, as well as paid the accrued interest to the bondholders who have exercised their conversion rights. The Company issued 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 17.d).
- 38 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
On December 1, 2022, the capital increases were registered and the statutes were amended, confirming that the Company’s capital was S/1,196,979,979, the par value of the shares was S/1.00 each, fully subscribed and paid and with voting rights.
On December 27, 2023, the Company issued 174,984,912 new common shares, at a price per share of S/0.4971, increasing the Company’s capital stock from S/1,196,979,979 to S/1,371,964,891. The total shares were fully subscribed and paid in two pre-emptive subscription rounds and in the Private Offering. A placement loss of S/87,999,912 was determined, equivalent to the difference between the nominal value of the new common shares issued and the total amount paid. On February 1, 2024, the capital increase was registered in the Company's registry.
As of December 31, 2023, a total of 70,312,080 shares are represented in ADSs, equivalent to 4,687,472 ADSs at a ratio of 15 shares per ADS.
As of December 31, 2022, the total capital stock of the Company corresponds a total of 130,025,625 shares represented in ADS, equivalent to 8,668,375 ADSs at a rate of 15 shares per ADS.
22. | Deferred Income Tax |
The changes in deferred income taxes are as follows:
In thousands of soles | 2022 | 2023 | ||||||
Balance as of January 1 | 177,939 | 167,330 | ||||||
Debit (credit) to income statement (note 27) | (3,394 | ) | (91,492 | ) | ||||
Reclassification to current income tax | (4,399 | ) | - | |||||
Other movements | (2,816 | ) | (8,769 | ) | ||||
Balance as of December 31 | 167,330 | 67,069 |
23. | Revenue from Contracts with Customers |
The corporation’s income is derived principally from the following:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Construction activities | 559,879 | 702,084 | 2,451,067 | 2,443,984 | ||||||||||||
Services provided | 326,184 | 282,853 | 1,104,900 | 1,103,323 | ||||||||||||
Sale of real estate and goods | 373,028 | 214,248 | 849,157 | 754,168 | ||||||||||||
Revenue from contracts with customers | 1,259,091 | 1,199,185 | 4,405,124 | 4,301,475 |
- 39 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
A. | Revenues from contracts with customers are mainly broken down by the following periods: |
For the three-month period ended December 31, | Engineering and construction | Energy | Infrastructure | Real estate | Parent Company operations | Total | ||||||||||||||||||||||||||||||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||
Primary geographical markets | ||||||||||||||||||||||||||||||||||||||||||||||||
Peru | 400,931 | 415,332 | 169,503 | 181,324 | 223,714 | 195,023 | 242,109 | 72,332 | 2,429 | 7,750 | 1,038,686 | 871,761 | ||||||||||||||||||||||||||||||||||||
Chile | 153,317 | 94,036 | - | - | - | - | - | - | - | - | 153,317 | 94,036 | ||||||||||||||||||||||||||||||||||||
Colombia | 67,088 | 233,388 | - | - | - | - | - | - | - | - | 67,088 | 233,388 | ||||||||||||||||||||||||||||||||||||
621,336 | 742,756 | 169,503 | 181,324 | 223,714 | 195,023 | 242,109 | 72,332 | 2,429 | 7,750 | 1,259,091 | 1,199,185 | |||||||||||||||||||||||||||||||||||||
Major products/ service lines | ||||||||||||||||||||||||||||||||||||||||||||||||
Construction activities | 559,879 | 702,084 | - | - | - | - | - | - | - | - | 559,879 | 702,084 | ||||||||||||||||||||||||||||||||||||
Engineering services | 61,457 | 40,672 | - | - | - | - | - | - | - | - | 61,457 | 40,672 | ||||||||||||||||||||||||||||||||||||
Oil and gas extraction, storage and dispatching services | - | - | 37,455 | 38,243 | - | - | - | - | - | - | 37,455 | 38,243 | ||||||||||||||||||||||||||||||||||||
Transportation services | - | - | - | - | 95,532 | 104,195 | - | - | - | - | 95,532 | 104,195 | ||||||||||||||||||||||||||||||||||||
Road concession services | - | - | - | - | 127,004 | 89,652 | - | - | - | - | 127,004 | 89,652 | ||||||||||||||||||||||||||||||||||||
Water treatment service | - | - | - | - | 1,178 | 1,176 | - | - | - | - | 1,178 | 1,176 | ||||||||||||||||||||||||||||||||||||
Property rental | - | - | - | - | - | - | 1,129 | 1,165 | - | - | 1,129 | 1,165 | ||||||||||||||||||||||||||||||||||||
Parent company services and others | - | - | - | - | - | - | - | - | 2,429 | 7,750 | 2,429 | 7,750 | ||||||||||||||||||||||||||||||||||||
Sale of real estate and lots | - | - | - | - | - | - | 240,980 | 71,167 | - | - | 240,980 | 71,167 | ||||||||||||||||||||||||||||||||||||
Sale of oil and gas | - | - | 132,048 | 143,081 | - | - | - | - | - | - | 132,048 | 143,081 | ||||||||||||||||||||||||||||||||||||
621,336 | 742,756 | 169,503 | 181,324 | 223,714 | 195,023 | 242,109 | 72,332 | 2,429 | 7,750 | 1,259,091 | 1,199,185 | |||||||||||||||||||||||||||||||||||||
Timing of revenue recognition | ||||||||||||||||||||||||||||||||||||||||||||||||
Transferred at a point in time | - | - | 169,503 | 181,324 | - | - | 242,109 | 72,332 | 2,429 | 7,750 | 414,041 | 261,406 | ||||||||||||||||||||||||||||||||||||
Transferred over time | 621,336 | 742,756 | - | - | 223,714 | 195,023 | - | - | - | - | 845,050 | 937,779 | ||||||||||||||||||||||||||||||||||||
621,336 | 742,756 | 169,503 | 181,324 | 223,714 | 195,023 | 242,109 | 72,332 | 2,429 | 7,750 | 1,259,091 | 1,199,185 | |||||||||||||||||||||||||||||||||||||
Revenue from contracts with customers | 621,336 | 742,756 | 169,503 | 181,324 | 223,714 | 195,023 | 242,109 | 72,332 | 2,429 | 7,750 | 1,259,091 | 1,199,185 |
- 40 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
For the twelve-month period ended December 31, | Engineering and construction | Energy | Infrastructure | Real estate | Parent Company operations | Total | ||||||||||||||||||||||||||||||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||
Primary geographical markets | ||||||||||||||||||||||||||||||||||||||||||||||||
Peru | 1,794,735 | 1,465,538 | 633,792 | 682,682 | 745,750 | 738,319 | 367,276 | 219,660 | 2,912 | 26,342 | 3,544,465 | 3,132,541 | ||||||||||||||||||||||||||||||||||||
Chile | 708,996 | 557,785 | - | - | - | - | - | - | - | - | 708,996 | 557,785 | ||||||||||||||||||||||||||||||||||||
Colombia | 151,663 | 611,149 | - | - | - | - | - | - | - | - | 151,663 | 611,149 | ||||||||||||||||||||||||||||||||||||
2,655,394 | 2,634,472 | 633,792 | 682,682 | 745,750 | 738,319 | 367,276 | 219,660 | 2,912 | 26,342 | 4,405,124 | 4,301,475 | |||||||||||||||||||||||||||||||||||||
Major products/ service lines | ||||||||||||||||||||||||||||||||||||||||||||||||
Construction activities | 2,451,067 | 2,443,984 | - | - | - | - | - | - | - | - | 2,451,067 | 2,443,984 | ||||||||||||||||||||||||||||||||||||
Engineering services | 204,327 | 190,488 | - | - | - | - | - | - | - | - | 204,327 | 190,488 | ||||||||||||||||||||||||||||||||||||
Oil and gas extraction, storage and dispatching services | - | - | 145,874 | 143,552 | - | - | - | - | - | - | 145,874 | 143,552 | ||||||||||||||||||||||||||||||||||||
Transportation services | - | - | - | - | 387,049 | 411,274 | - | - | - | - | 387,049 | 411,274 | ||||||||||||||||||||||||||||||||||||
Road concession services | - | - | - | - | 354,289 | 322,244 | - | - | - | - | 354,289 | 322,244 | ||||||||||||||||||||||||||||||||||||
Water treatment service | - | - | - | - | 4,412 | 4,801 | - | - | - | - | 4,412 | 4,801 | ||||||||||||||||||||||||||||||||||||
Property rental | - | - | - | - | - | - | 6,037 | 4,622 | - | - | 6,037 | 4,622 | ||||||||||||||||||||||||||||||||||||
Parent company services and others | - | - | - | - | - | - | - | - | 2,912 | 26,342 | 2,912 | 26,342 | ||||||||||||||||||||||||||||||||||||
Sale of real estate and lots | - | - | - | - | - | - | 361,239 | 215,038 | - | - | 361,239 | 215,038 | ||||||||||||||||||||||||||||||||||||
Sale of oil and gas | - | - | 487,918 | 539,130 | - | - | - | - | - | - | 487,918 | 539,130 | ||||||||||||||||||||||||||||||||||||
2,655,394 | 2,634,472 | 633,792 | 682,682 | 745,750 | 738,319 | 367,276 | 219,660 | 2,912 | 26,342 | 4,405,124 | 4,301,475 | |||||||||||||||||||||||||||||||||||||
Timing of revenue recognition | ||||||||||||||||||||||||||||||||||||||||||||||||
Transferred at a point in time | - | - | 633,792 | 682,682 | - | - | 367,276 | 219,660 | 2,912 | 26,342 | 1,003,980 | 928,684 | ||||||||||||||||||||||||||||||||||||
Transferred over time | 2,655,394 | 2,634,472 | - | - | 745,750 | 738,319 | - | - | - | - | 3,401,144 | 3,372,791 | ||||||||||||||||||||||||||||||||||||
2,655,394 | 2,634,472 | 633,792 | 682,682 | 745,750 | 738,319 | 367,276 | 219,660 | 2,912 | 26,342 | 4,405,124 | 4,301,475 | |||||||||||||||||||||||||||||||||||||
Revenue from contracts with customers | 2,655,394 | 2,634,472 | 633,792 | 682,682 | 745,750 | 738,319 | 367,276 | 219,660 | 2,912 | 26,342 | 4,405,124 | 4,301,475 |
- 41 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
B. | As of December 31, 2022 and 2023, balances of contract assets and liabilities is mainly comprised of: |
In thousands of soles | Note | 2022 | 2023 | |||||||
Receivables | 10.a | 357,704 | 204,167 | |||||||
Unbilled receivables | 10.b and c | 1,444,747 | 1,626,605 | |||||||
Guarantee deposits | 12.b | 194,885 | 163,740 | |||||||
Advances received from customers | 19.b | (365,730 | ) | (241,469 | ) |
Contract assets primarily relate to rights to consideration for work performed, but not billed at the reporting date. Contract liabilities relate primarily to advance consideration received from customers for which revenue is recognized over time.
The following is a detail of the movement of contract liabilities:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Initial balance | 423,936 | 290,249 | 322,680 | 365,730 | ||||||||||||
Advances received from customers | 294,601 | (4,827 | ) | 769,504 | 430,578 | |||||||||||
Compensation of customer advances | (352,807 | ) | (43,953 | ) | (726,454 | ) | (554,839 | ) | ||||||||
Balance as of December 31 | 365,730 | 241,469 | 365,730 | 241,469 |
Revenue from contract liabilities recognized as of December 31, 2023 is S/554.8 million (S/726.4 million as of December 31, 2022).
24. | Expenses by Nature |
For the periods ended December 31, 2022, and 2023, this caption comprises the following:
For the three-month period | For the twelve-month period | |||||||||||||||||||||||||
ended December 31 | ended December 31 | |||||||||||||||||||||||||
Cost | Cost | |||||||||||||||||||||||||
of goods | Administrative | of goods | Administrative | |||||||||||||||||||||||
In thousands of soles | Note | and services | expenses | Total | and services | expenses | Total | |||||||||||||||||||
2022 | ||||||||||||||||||||||||||
Salaries, wages and fringe benefits | 237,297 | 55,769 | 293,066 | 1,226,807 | 125,113 | 1,351,920 | ||||||||||||||||||||
Services provided by third-parties | 370,105 | (14,382 | ) | 355,723 | 1,332,787 | 50,089 | 1,382,876 | |||||||||||||||||||
Purchase of goods | 206,009 | - | 206,009 | 633,925 | - | 633,925 | ||||||||||||||||||||
Other management charges | 101,623 | 868 | 102,491 | 364,887 | 7,861 | 372,748 | ||||||||||||||||||||
Depreciation | 15.a | 5,863 | 12,643 | 18,506 | 58,011 | 16,977 | 74,988 | |||||||||||||||||||
Amortization | 15.b | 26,241 | 1,328 | 27,569 | 98,529 | 3,506 | 102,035 | |||||||||||||||||||
Impairment of accounts receivable | 170,987 | 3,096 | 174,083 | 170,987 | 3,120 | 174,107 | ||||||||||||||||||||
Taxes | 6,889 | 409 | 7,298 | 16,188 | 552 | 16,740 | ||||||||||||||||||||
Impairment of property, plant and equipment | 3,483 | 7,269 | 10,752 | 3,483 | 7,269 | 10,752 | ||||||||||||||||||||
1,128,497 | 67,000 | 1,195,497 | 3,905,604 | 214,487 | 4,120,091 |
Cost | Cost | |||||||||||||||||||||||||
of goods | Administrative | of goods | Administrative | |||||||||||||||||||||||
In thousands of soles | Note | and services | expenses | Total | and services | expenses | Total | |||||||||||||||||||
2023 | ||||||||||||||||||||||||||
Salaries, wages and fringe benefits | 229,889 | 25,273 | 255,162 | 965,685 | 118,811 | 1,084,496 | ||||||||||||||||||||
Services provided by third-parties | 311,996 | 22,001 | 333,997 | 1,267,385 | 62,410 | 1,329,795 | ||||||||||||||||||||
Purchase of goods | 282,550 | - | 282,550 | 729,521 | - | 729,521 | ||||||||||||||||||||
Other management charges | 109,005 | 4,219 | 113,224 | 394,894 | 12,808 | 407,702 | ||||||||||||||||||||
Depreciation | 15.a | 19,221 | 3,253 | 22,474 | 62,939 | 13,087 | 76,026 | |||||||||||||||||||
Amortization | 15.b | 45,225 | 539 | 45,764 | 157,132 | 3,747 | 160,879 | |||||||||||||||||||
Recovery Impairment of accounts receivable | - | - | - | - | - | - | ||||||||||||||||||||
Taxes | 7,727 | 226 | 7,953 | 28,351 | 780 | 29,131 | ||||||||||||||||||||
1,005,613 | 55,511 | 1,061,124 | 3,605,907 | 211,643 | 3,817,550 |
- 42 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
25. | Other Income and Expenses, Net |
For the periods ended December 31, 2022, and 2023, this item comprises:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Other income: | ||||||||||||||||
Insurance compensation | 65 | 6,960 | 209 | 9,942 | ||||||||||||
Sale of assets and intangibles | 3,087 | 2,914 | 11,274 | 9,816 | ||||||||||||
Recovery of provisions and impairments | 218 | 761 | 2,067 | 6,190 | ||||||||||||
Penalty income | 3,953 | 397 | 4,715 | 1,011 | ||||||||||||
Supplier debt forgiveness | 196 | 249 | 5,244 | 407 | ||||||||||||
Change in contract of the call option | - | - | 3,706 | - | ||||||||||||
Fee adjustments for right of use | 1,298 | 561 | 3,678 | 2,883 | ||||||||||||
Others | 2,431 | 800 | 4,346 | 7,303 | ||||||||||||
11,248 | 12,642 | 35,239 | 37,552 |
Other expenses: | ||||||||||||||||
Civil compensation | 11,412 | 249 | 258,267 | 249 | ||||||||||||
Administrative sanctions and legal processes | 5,112 | 426 | 18,265 | 9,912 | ||||||||||||
Net cost of fixed assets disposal | 2,870 | 3,036 | 8,137 | 7,470 | ||||||||||||
Impairment of accounts receivable | 2,412 | (869 | ) | 8,238 | 2 | |||||||||||
Impairment of Intangible Assets | - | - | 3,064 | - | ||||||||||||
Impairment of Investments | 7,036 | - | 14,803 | - | ||||||||||||
Impairment of property, plant and equipment | 106 | - | 106 | - | ||||||||||||
Disposal of property, plant and equipment | 2,173 | 31 | 4,137 | 624 | ||||||||||||
Renegotiation of contract with suppliers | 4,549 | - | 6,356 | - | ||||||||||||
Others | 2,075 | 3,273 | 4,480 | 5,590 | ||||||||||||
37,745 | 6,146 | 325,853 | 23,847 | |||||||||||||
Other income and expenses, net | (26,497 | ) | 6,496 | (290,614 | ) | 13,705 |
26. | Financial Income and Expenses |
A. | Financial Income and Expenses |
For the periods ended December 31, 2022 and 2023, this caption comprises the following:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Financial income: | ||||||||||||||||
Interest on short-term bank deposits | 5,577 | 7,682 | 12,894 | 29,156 | ||||||||||||
Business interests | - | - | 856 | 883 | ||||||||||||
Interest on loans to third parties | - | - | 127 | 185 | ||||||||||||
Others | 1,167 | 420 | 1,577 | 1,076 | ||||||||||||
4,669 | 8,102 | 15,454 | 31,300 |
Financial expenses: | ||||||||||||||||
Interest expense on: | ||||||||||||||||
- Bank loans (a) | 20,401 | 25,146 | 64,010 | 94,252 | ||||||||||||
- Bonds (b) | 5,154 | 4,247 | 34,844 | 18,102 | ||||||||||||
- Loans from third parties | 2,298 | 1,461 | 6,345 | 7,236 | ||||||||||||
- Financial lease right-of-use | 1,414 | 1,003 | 4,505 | 4,714 | ||||||||||||
- Financial lease | 72 | - | 474 | 9 | ||||||||||||
Commissions and collaterals | 7,089 | 2,365 | 22,389 | 14,599 | ||||||||||||
Interests from Tax Administration | 4,660 | 3,434 | 16,326 | 19,802 | ||||||||||||
Exchange difference loss, net (note 4.A.a.i) | 269 | 8,547 | 269 | 23,162 | ||||||||||||
Other financial expenses | 3,814 | 1,629 | 7,312 | 8,168 | ||||||||||||
45,171 | 47,832 | 156,474 | 190,044 |
- 43 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
a. | The increase in interest to the three-month period ended December 31, 2023, compared to the same period in 2022, corresponds to the Bridge Loan, even though the principal balance decreased from US$120 million to US$112 million (note 16.a.i), the effective quarterly rate increased from 2.65% to 4.29%. |
b. | For the twelve months ended December 31, 2023, compared to the same period in 2022, the decrease correspond to bons interest in AENZA for US$89.9 million, which were converted into shares during the first quarter of 2022 (Note 17.d). |
B. | Gain (loss) from present value of financial assets or liabilities |
For the periods ended December 31, 2022 and 2023, this caption comprises the following:
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Profit for present value of financial asset or liability | 1,352 | 21,145 | 13,299 | 28,765 | ||||||||||||
Loss for present value of financial asset or liability | (2,537 | ) | (20,080 | ) | (99,313 | ) | (26,189 | ) | ||||||||
(1,185 | ) | 1,065 | # | (86,014 | ) | 2,576 |
For the twelve months ended December 31, 2023, the variation corresponds mainly to:
(i) | Loss of S/72.2 million due to the increase in the rate from 2.73% to 5.86% as of December 31, 2022. |
(ii) | Gain on fair value adjustment of BCI’s loan in Inversiones en Autopistas S.A. for S/2.4 million due to the decrease in the discount rate applied from 9.97% to 9.2% (loss of S/ 16.6 million due to the increase in the rate from 8.39% to 9.97% as of December 31, 2022). |
27. | Income Tax |
A. | The income tax expense shown in the consolidated statement of profit comprises: |
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
Current income tax | 86,450 | 16,503 | 127,952 | 104,750 | ||||||||||||
Deferred income tax | (10,167 | ) | 15,468 | 3,394 | 91,492 | |||||||||||
Income tax expense | 76,283 | 31,971 | 131,346 | 196,242 |
B. | The Corporation’s income tax differs from the notional amount that would result from applying the Corporation’s weighted average corporate income tax rate to consolidated pretax income as follows: |
For the three-month period | For the twelve-month period | |||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||
(Loss) profit before income tax | (4,371 | ) | 106,466 | (230,708 | ) | 344,473 | ||||||||||
Income tax by applying local applicable tax | ||||||||||||||||
rates on profit generated in the respective countries | (1,365 | ) | 31,878 | (68,537 | ) | 106,595 | ||||||||||
Tax effect on: | - | - | - | - | ||||||||||||
- Non-deductible expenses | 42,941 | (16,524 | ) | 143,627 | 30,885 | |||||||||||
- Unrecognized deferred income tax asset | 4,068 | 226 | 26,518 | 28,997 | ||||||||||||
- Equity method (profit) loss | (66 | ) | (170 | ) | (379 | ) | (888 | ) | ||||||||
- Provision of tax contingencies | 2,953 | 3,032 | 3,631 | 7,756 | ||||||||||||
- Change in prior years estimations | 27,752 | (3,620 | ) | 26,486 | 5,748 | |||||||||||
- Minimun tax | - | 17,149 | - | 17,149 | ||||||||||||
Income tax | 76,283 | 31,971 | 131,346 | 196,242 |
- 44 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
28. | Contingencies, Commitments and Guarantees |
Under Management’s opinion and 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 20), and the balance of possible contingencies is S/482.3 million (S/390.1 million as of December 31, 2022).
a) | Tax contingencies |
The Corporation’s maximum exposure for tax contingencies amounts to S/411.6 million (S/311 million as of December 31, 2022), as follows:
i) | Appeal Process before the Tax Court totaling S/309.5 million, corresponding to: (i) Aenza S.A.A., income tax for the years 2013, 2014 and 2015 for S/149.1 million; (ii) Cumbra Peru S.A., income tax for the years 2012, 2014, 2015 and 2016 for S/112.7 million; (iii) Cumbra Ingenieria S.A., income tax 2013, 2014, 2015 and 2016 for S/21.1 million; (iv) Consorcio Constructor Ductos del Sur for income tax for the year 2014 for S/14.8 million; (v) Consorcio Constructor Chavimochic, income tax 2014, 2015 and 2016 for S/9.3 million; (iv) Viva Negocio Inmobiliario S.A.C., income tax 2009 for S/1.7 million; and (vii) Unna Transporte S.A.C., income tax and general sales tax for 2015 for S/0.8 million. |
ii) | Claim process before SUNAT for S/96.1 million: (i) Aenza S.A.A., income tax for the year 2017 for S/79.8 million; (ii) Cumbra Ingeniería S.A., for income tax for the year 2019 for S/11 million; and (iii) Viva Negocio Inmobiliario S.A.C., for income tax for the year 2021 for S/5.3 million. |
iii) | Claim proceeding before the Judicial Power for S/6.1 million: (i) Aenza S.A.A., for income tax for the year 2010 for S/6 million; and (ii) Viva Negocio Inmobiliario S.A.C., for non-domiciled income tax for the year 2011 for S/0.1 million. |
As of December 31, 2022 and 2023, in the opinion of the Corporation’s management, all claims will be favorable considering their characteristics and the assessment of its legal advisors.
b) | Other contingencies |
As of December 31, 2023, the Company considers that the Corporation’s maximum exposure for other contingencies amounts to S/70.7 million (S/79.1 million at the end of 2022), as follows:
i) | Labor lawsuits for S/29.3 million (S/22.2 million in 2022), mainly by Morelco S.A.S for S/26.6 million, Unna Energia S.A. for S/1.4 million and Unna Transporte S.A.C for S/1.3 million (in 2022 mainly by Morelco S.A.S for S/19 million, Unna Energia S.A. for S/1.6 million, Unna Transporte S.A.C for S/1.2 million, Cumbra Peru S.A. for S/0.3 million and Viva Negocio Inmobiliario S.A.C. for S/0.1 million). |
ii) | Civil lawsuits, corresponding mainly to indemnities for damages, contract terminations and obligations to give a sum of money amounting to S/18.6 million (S/26.9 million at year-end 2022), mainly by Cumbra Peru S.A. for S/15.2 million, Cumbra Ingenieria S. A. for S/1.8 million, Unna Transporte S.A.C. for S/0.6 million, Red Vial 5 S.A. for S/0.6 million, Morelco S.A.S. for S/0.3 million, and Viva Negocio Inmobiliario S.A.C. for S/0.1 million (in 2022 mainly by Cumbra Peru S.A. for S/20.1 million, Cumbra Ingenieria S.A. for S/3.8 million, and Unna Transporte S.A.C. for S/1.9 million, Red Vial 5 S.A. for S/0.6 million, Viva Negocio Inmobiliario S.A.C. for S/0.3 million and Morelco S.A.S. for S/0.2 million). |
iii) | Administrative lawsuits amounting to S/17.6 million (S/15.3 million in 2022), related to the subsidiaries Unna Energia S.A. for S/14.6 million and Morelco S.A.S. for S/3 million (in 2022, Unna Energia S.A. for S/12.8 million and Morelco S.A.S. for S/2.5 million). |
iv) | Administrative proceedings amounting to S/5.2 million (S/14.7 million in 2022), mainly related to Aenza S.A.A. for S/3.5 million, to the subsidiaries Tren Urbano de Lima S.A. for S/0.7 million, Cumbra Peru S.A. for S/0.5 million, and Viva Negocio Inmobiliario S.A.C. for S/0.5 million (in 2022, Cumbra Perú S.A. for S/6 million, Tren Urbano de Lima S.A. for S/4.8 million, AENZA S.A.A. for S/3.5 million and Viva Negocio Inmobiliario S.A.C. for S/0.4 million). |
c) | Letters bonds and guarantees |
As of December 31, 2023, the Corporation maintains guarantees and letters of credit in force in several financial entities guaranteeing operations for US$538.8 million (US$574.6 million, as of December 31, 2022).
- 45 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
29. | Non-Controlling Interests |
The following table summarizes information regarding each of the Corporation’s subsidiaries that have significant noncontrolling interests, prior to any intragroup elimination. any intragroup elimination.
As of December 31, 2022 | VIVA Negocio inmobiliario S.A.C. and subsidiaries | Red Vial 5 S.A. | Tren Urbano de Lima S.A. | Cumbra Ingenieria S.A. and subsidiaries | Unna Energia S.A. | Cumbra Peru S.A. and subsidiaries | Promotora Larcomar S.A. | Other individually immaterial subsidiaries | Intra-group eliminations | Total | ||||||||||||||||||||||||||||||
In thousands of soles | ||||||||||||||||||||||||||||||||||||||||
Percentage of non-controlling interest | 0.46 | % | 33.00 | % | 25.00 | % | 10.59 | % | 5.00 | % | 0.61 | % | 53.45 | % | ||||||||||||||||||||||||||
Current assets | 491,076 | 101,467 | 350,447 | 139,450 | 256,777 | 1,205,607 | 301 | |||||||||||||||||||||||||||||||||
Non-current assets | 181,951 | 320,589 | 703,876 | 10,094 | 659,686 | 813,021 | 13,368 | |||||||||||||||||||||||||||||||||
Current liabilities | (252,577 | ) | (71,293 | ) | (118,709 | ) | (115,556 | ) | (206,111 | ) | (1,530,113 | ) | (86 | ) | ||||||||||||||||||||||||||
Non-current liabilities | (10,852 | ) | (183,983 | ) | (699,336 | ) | (2,359 | ) | (260,840 | ) | (151,110 | ) | (7,754 | ) | ||||||||||||||||||||||||||
Net assets | 409,598 | 166,780 | 236,278 | 31,629 | 449,512 | 337,405 | 5,829 | |||||||||||||||||||||||||||||||||
Net assets atributable to non-controlling interest | 131,097 | 55,037 | 59,070 | 3,346 | 31,541 | 2,283 | 3,116 | (128 | ) | (860 | ) | 284,502 | ||||||||||||||||||||||||||||
Revenues | 367,276 | 238,043 | 388,811 | 224,216 | 633,792 | 2,454,982 | - | |||||||||||||||||||||||||||||||||
Profit of the period | 82,887 | 44,119 | 69,250 | (10,038 | ) | 63,890 | (137,455 | ) | - | |||||||||||||||||||||||||||||||
Other comprehensive income | (7,460 | ) | - | - | (2 | ) | - | (21,626 | ) | - | 427 | - | (28,661 | ) | ||||||||||||||||||||||||||
Total comprehensive income for the period | 75,427 | 44,119 | 69,250 | (10,040 | ) | 63,890 | (159,081 | ) | - | |||||||||||||||||||||||||||||||
Profit of the year, allocated to non-controlling interest | 51,793 | 14,559 | 17,313 | (1,084 | ) | 7,090 | (714 | ) | 135 | (375 | ) | 380 | 89,097 | |||||||||||||||||||||||||||
Other comprehensive income, allocated to non-controlling interest | - | - | - | 2 | - | (101 | ) | - | - | - | (99 | ) |
- 46 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
As of December 31, 2023 | VIVA Negocio inmobiliario S.A.C. and subsidiaries | Red Vial 5 S.A. | Tren Urbano de Lima S.A. | Cumbra Ingenieria S.A. and subsidiaries | Unna Energia S.A. | Cumbra Peru S.A. and subsidiaries | Promotora Larcomar S.A. | Other individually immaterial subsidiaries | Intra-group eliminations | Total | ||||||||||||||||||||||||||||||
In thousands of soles | ||||||||||||||||||||||||||||||||||||||||
Percentage of non-controlling interest | 0.46 | % | 33.00 | % | 25.00 | % | 10.59 | % | 5.00 | % | 0.47 | % | 53.45 | % | ||||||||||||||||||||||||||
Current assets | 402,435 | 111,478 | 315,856 | 111,722 | 249,681 | 1,402,600 | 298 | |||||||||||||||||||||||||||||||||
Non-current assets | 176,779 | 253,386 | 761,280 | 7,205 | 683,041 | 780,792 | 13,368 | |||||||||||||||||||||||||||||||||
Current liabilities | (131,714 | ) | (85,037 | ) | (162,002 | ) | (88,621 | ) | (278,239 | ) | (1,458,759 | ) | (52 | ) | ||||||||||||||||||||||||||
Non-current liabilities | (73,058 | ) | (135,735 | ) | (698,229 | ) | (164 | ) | (197,691 | ) | (138,002 | ) | (7,739 | ) | ||||||||||||||||||||||||||
Net assets | 374,442 | 144,092 | 216,905 | 30,142 | 456,792 | 586,631 | 5,875 | |||||||||||||||||||||||||||||||||
Net assets atributable to non-controlling interest | 84,500 | 47,550 | 54,227 | 3,181 | 31,917 | 680 | 3,141 | 1,843 | (1,945 | ) | 225,094 | |||||||||||||||||||||||||||||
Revenues | 220,015 | 194,987 | 377,762 | 192,578 | 624,997 | 2,229,390 | - | |||||||||||||||||||||||||||||||||
Profit of the period | 28,197 | 36,925 | 75,797 | 162 | 45,258 | (18,533 | ) | 43 | ||||||||||||||||||||||||||||||||
Other comprehensive income | - | - | - | (76 | ) | - | 29,859 | - | (895 | ) | - | 28,888 | ||||||||||||||||||||||||||||
Total comprehensive income for the period | 28,197 | 36,925 | 75,797 | 86 | 45,258 | 11,326 | 43 | |||||||||||||||||||||||||||||||||
Profit (loss) of the period, allocated to non-controlling interest | 16,756 | 14,194 | 19,657 | (159 | ) | 6,554 | (351 | ) | 25 | (194 | ) | 222 | 56,704 | |||||||||||||||||||||||||||
Other comprehensive income, allocated to non-controlling interest | - | - | - | (8 | ) | - | 145 | - | - | - | 137 |
- 47 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
30. | 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 December 31, 2023, the Corporation’s subsidiaries have paid dividends to its non-controlling interests of S/102 million and paid S/86.9 million (in 2022, the subsidiaries paid S/19.8 million to its non-controlled interests plus S/14.6 million for previous periods).
31. | Gain (Loss) per Share |
The basic (loss) gain per common share has been calculated by dividing the loss of the period attributable to the Corporate’s common shareholders by the weighted average of the number of common shares outstanding during that period.
For the periods ended December 31, 2022 and 2023, the basic (loss) gain per common share is as follows:
For the three-month period | For the twelve-month period | |||||||||||||||||
ended December 31, | ended December 31, | |||||||||||||||||
In thousands of soles | 2022 | 2023 | 2022 | 2023 | ||||||||||||||
Profit (loss) attributable to owners of the Company during the period | (128,925 | ) | 58,950 | (451,151 | ) | 91,527 | ||||||||||||
Weighted average number of shares in issue at S/1.00 each, at December 31, | (*) | 1,120,038,177 | 1,199,377,033 | 1,120,038,177 | 1,199,377,033 | |||||||||||||
Basic profit (loss) per share (in S/) | (**) | (0.108 | ) | 0.049 | (0.403 | ) | 0.076 | |||||||||||
Weighted average number of shares (diluted) in issue at S/1.00 each, at December 31, | 1,196,979,979 | 1,371,964,891 | 1,196,979,979 | 1,371,964,891 | ||||||||||||||
Diluted profit (loss) per share (in S/) | (0.108 | ) | 0.040 | (0.377 | ) | 0.067 |
(*) | The weighted average of the shares in 2023, considers the increase in common shares (wight: 360 days with 1,180,582,993 share and 5 days with 18,794,040 shares). The weighted average of the shares in 2022 considers the effect of capitalization in common shares of the convertible bond, performed in two tranches (February 28th and March 31st of 2022), disclosed in note 22.A (weight: 59 days with 140,940,146 shares, 31 days with 77,263,799 shares and 275 days with 901,834,231 shares). |
(**) | The Corporation does not have common shares with dilutive effects as of December 31, 2022 and 2023. |
- 48 -
AENZA S.A.A. and Subsidiaries
Notes to the Interim Condensed Consolidated Financial Statements
As of December 31, 2022 and 2023
32. | Events after the date of the interim condensed financial statement |
Between January 1, 2024 and the date of issuance of this report, the following significant events have occurred:
Corporate Reorganization Plan, according to which the new structure of the Group will be formed by two new holding companies, one that groups the engineering and construction businesses and the other that groups the infrastructure and energy businesses; maintaining Viva Negocio Inmobiliario S.A.C. as the vehicle for the real estate development business.
In this regard, the following non-monetary capital contributions agreements were made:
i) In favor of Unna Infraestructura S.A.C., consisting of the shares owned by the Company representing the capital of: Tren Urbano Lima S.A., Red Vial 5 S.A., Concesionaria La Chira S.A., Inversiones en Autopistas S.A., Carretera Andina del Sur S.A.C., Concesionaria Via Expresa Sur S.A.C., Carretera Sierra Piura S.A.C., Operadores de Infraestructura S.A.C., and Agenera S.A.C.
ii) In favor of Inversiones Ingeniería y Construcción S.A.C., consisting of the shares owned by the Company representing the capital of: Cumbra Peru S.A. and Cumbra Ingeniería S.A.
iii) In favor of UNNA S.A.C., consisting of the shares owned by the Company representing the capital of: Unna Infraestructura S.A.C. and Unna Energia S.A.
Additionally, the delegation of powers to the Board of Directors to determine and fix the accounting valuation of the shares that will be the object of the non-monetary contributions, based on a valuation report to be prepared by Larrain Vial within 90 calendar days, as well as to determine all other conditions and terms for the realization of the non-monetary contributions.
2. | Tren Urbano de Lima S.A. - Arbitration Request |
Our subsidiary Tren Urbano de Lima S.A. has filed today, before the General Secretariat of the Arbitration Center of the Chamber of Commerce of Lima, the Arbitration request against the Peruvian Government, for the amount of S/106,947,253. 88 (One Hundred Six Million, Nine Hundred Forty Seven Thousand Two Hundred Fifty Three with 88/100 soles), whose main claim is to declare that, according to the Concession Contract, the Peruvian Government is responsible for the deficiencies in the design, construction, conservation, maintenance, or deterioration of the Concession Assets that have occurred prior to the delivery of the concession, as in the case of the Footbridges, which were managed of by Tren Urbano de Lima S.A.
In addition to these events, no additional material facts or events have occurred that would require adjustments or disclosures in the consolidated financial statements as of December 31, 2023.
- 49 -