6-K 1 a50264864.htm CEMENTOS PACASMAYO S.A.A. 6-K a50264864.htm
FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May 2012

 Commission File Number 001-35401

CEMENTOS PACASMAYO S.A.A.
(Exact name of registrant as specified in its charter)
 
PACASMAYO CEMENT CORPORATION
(Translation of registrant’s name into English)
 
Republic of Peru
(Jurisdiction of incorporation or organization)
 
Calle La Colonia 150, Urbanización El Vivero
Surco, Lima
Peru
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F ____X___ Form 40-F _______
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes _______ No ___X____
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
 
 
 

 
 
 

 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated financial statements
as of March 31, 2012
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated financial statements as of March 31, 2012


Content

Report on review of interim condensed consolidated financial statements

Interim condensed consolidated financial statements
Interim consolidated statements of financial position
Interim consolidated income statements
Interim consolidated statements of comprehensive income
Interim consolidated statements of changes in equity
Interim consolidated statements of cash flows
Notes to the interim condensed consolidated financial statements
 
 
 

 
 
Report on review of interim condensed consolidated financial statements

To the Shareholders of Cementos Pacasmayo S.A.A.

We have reviewed the accompanying consolidated financial statements of Cementos Pacasmayo S.A.A. (a Peruvian company) and Subsidiaries (together the "Group"), which comprises the consolidated statement of financial position as of March 31, 2012, and the related consolidated income statements, changes in equity and cash flows for the three–month periods ended March 31, 2012 and 2011 and other explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard (IAS) 34 “Interim Financial Reporting”.  Our responsibility is to express a conclusion on them based on our review.

We conducted our review in accordance with International Auditing Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information is limited primarily to making inquiries, primarily of the persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards.  Consequently, it does not enable us to obtain an assurance that we would become aware of all material matters that might be identified in an audit.  Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that would lead us to believe that the accompanying interim condensed consolidated financial statements were not prepared, in all material respects, in accordance with IAS 34 “Interim Financial Reporting”.

Lima, Peru

April 30, 2012

Countersigned by:



/s/ Marco Antonio Zaldívar
Marco Antonio Zaldívar
C.P.C.C. Register No.12477
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim consolidated statements of financial position
As of March 31, 2012 (unaudited) and December 31, 2011 (audited)
 
   
Note
   
As of
March 31,
2012
   
As of
December 31,
2011
 
          S/.(000)     S/.(000)  
Assets
                     
Current assets
                     
Cash and short-term deposits
  3       932,377       363,279  
Trade and other receivables
            66,991       78,377  
Income tax prepayments
            16,287       705  
Inventories
            218,432       206,102  
Prepayments
            16,427       11,629  
              1,250,514       660,092  
Non-current assets
                       
Other receivables
            29,615       29,146  
Available-for-sale financial investments
  11       29,611       22,074  
Property, plant and equipment
  5       1,230,002       1,197,401  
Exploration and evaluation assets
            38,951       29,895  
Other assets
            1,304       1,404  
              1,329,483       1,279,920  
Total assets
            2,579,997       1,940,012  
Liabilities and equity
                       
Current liabilities
                       
Trade and other payables
            115,829       128,485  
Interest-bearing loans and borrowings
            176,337       139,048  
Income tax payable
            671       12,870  
Provisions
  7       3,396       28,694  
              296,233       309,097  
Non-current liabilities
                       
Interest-bearing loans and borrowings
            384,120       451,546  
Other non-current provisions
            12,409       10,909  
Deferred income tax liabilities, net
            94,659       94,875  
              491,188       557,330  
Total liabilities
            787,421       866,427  
Equity
                       
Capital stock
            530,261       418,777  
Investment shares
            50,503       49,575  
Additional paid-in capital
            559,585       -  
Legal reserve
            94,951       90,451  
Other components of equity
            13,249       8,029  
Retained earnings
            509,811       473,721  
Equity attributable to owners of the parent
            1,758,360       1,040,553  
Non-controlling interests
            34,216       33,032  
Total equity
            1,792,576       1,073,585  
Total liabilities and equity
            2,579,997       1,940,012  
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim consolidated income statements
For the three months ended March 31, 2012 and March 31, 2011 (both unaudited)
 
   
Note
   
2012
   
2011
 
          S/.(000)     S/.(000)  
                       
Sales of goods
  13       277,348       230,411  
Cost of sales
            (167,899 )     (130,650 )
Gross profit
            109,449       99,761  
                         
Operating income (expenses)
                       
Other operating (expenses) income, net
            (144 )     728  
Administrative expenses
            (42,552 )     (38,174 )
Selling and distribution expenses
            (7,031 )     (4,588 )
Total operating expenses , net
            (49,727 )     (42,034 )
Operating profit
            59,722       57,727  
                         
                         
Other income (expenses)
                       
Finance income
            6,051       1,288  
Finance costs
            (9,190 )     (4,020 )
Net (loss) gain from exchange difference
            (499 )     536  
Total other expenses, net
            (3,638 )     (2,196 )
Profit before income tax
  13       56,084       55,531  
                         
Income tax expense
  8       (16,160 )     (16,699 )
                         
Net income
            39,924       38,832  
Attributable to:
                       
Owners of the parent
            40,590       38,822  
Non-controlling interests
            (666 )     10  
              39,924       38,832  
Earnings per share
  10                  
Basic and diluted for the three-month period attributable to
   holders of common shares and investment shares  of the parent
   (S/. per share)
            0.08       0.08  
 
The accompanying notes are an integral part of the interim condensed consolidated statements.
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim consolidated statements of comprehensive income
For the three months ended March 31, 2012 and March 31, 2011 (both unaudited)
 
   
Note
   
2012
   
2011
 
          S/.(000)     S/.(000)  
                       
Net income
          39,924       38,832  
                       
Other comprehensive income
                     
Change in fair value of available-for-sale financial assets
          7,537       (3,920 )
Deferred income tax related to component of other comprehensive income
  8       (2,257 )     1,177  
Exchange differences on translation of foreign operation
            (67 )     (32 )
Other comprehensive income (loss) for the three-month
   period, net of income tax
            5,213       (2,775 )
                         
Total comprehensive income for the three -month period, net
   of income tax
            45,137       36,057  
                         
Total comprehensive income attributable to:
                       
Owners of the parent
            45,810       36,050  
Non-controlling interests
            (673 )     7  
                         
              45,137       36,057  
 
The accompanying notes are an integral part of the interim condensed consolidated statements.
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim consolidated statements of changes in equity
For the three months ended March 31, 2012 and March 31, 2011 (both unaudited)
 
   
Attributable to owners of the parent
 
   
Capital
stock
 
Investment
shares
 
Additonal paid-in capital
 
Legal
reserve
 
Available-for-sale reserve
 
Foreign currency translation reserve
   
Retained earnings
 
Total
 
Non-controlling interests
 
Total
equity
 
    S/.(000)   S/.(000)   S/.(000)   S/.(000)   S/.(000)   S/.(000)     S/.(000)   S/.(000)   S/.(000)   S/.(000)  
                                                                 
                                                                 
Balance as of January 1, 2011
    418,777     49,575     -     74,145     15,374     (983 )     435,668     992,556     739     993,295  
Net income
    -     -     -     -     -     -       38,822     38,822     10     38,832  
Other comprehensive income
    -     -     -     -     (2,743 )   (29 )     -     (2,772 )   (3 )   (2,775 )
Total comprehensive income
    418,777     49,575     -     74,145     12,631     (1,012 )     474,490     1,028,606     746     1,029,352  
                                                                 
Dividends, note 6
    -     -     -     -     -     -       (56,000 )   (56,000 )   -     (56,000 )
Appropriation of legal reserve
    -     -     -     3,882     -     -       (3,882 )   -     -     -  
                                                                 
Balance as of March 31, 2011
    418,777     49,575     -     78,027     12,631     (1,012 )     414,608     972,606     746     973,352  
                                                                 
                                                                 
Balance as of January 1, 2012
    418,777     49,575     -     90,451     9,257     (1,228 )     473,721     1,040,553     33,032     1,073,585  
Net income
    -     -     -     -     -     -       40,590     40,590     (666 )   39,924  
Other comprehensive income
    -     -     -     -     5,280     (60 )     -     5,220     (7 )   5,213  
Total comprehensive income
    418,777     49,575     -     90,451     14,537     (1,288 )     514,311     1,086,363     32,359     1,118,722  
                                                                 
Issue of common and investment shares, note 1
    111,484     928     559,585     -     -     -       -     671,997     -     671,997  
Appropriation of legal reserve
    -     -     -     4,500     -     -       (4,500 )   -     -     -  
Contribution of non-controlling interests, note 1
    -     -     -     -     -     -       -     -     1,857     1,857  
                                                                 
Balance as of March 31, 2012
    530,261     50,503     559,585     94,951     14,537     (1,288 )     509,811     1,758,360     34,216     1,792,576  
 
The accompanying notes are an integral part of the interim condensed consolidated statements.
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim consolidated statements of cash flows
For the three months ended March 31, 2012 and March 31, 2011 (both unaudited)
 
   
2012
   
2011
 
    S/.(000)     S/.(000)  
                 
Operating activities
               
Profit before income tax
    56,084       55,531  
Non-cash adjustment to reconcile profit before income tax to net cash flows
               
Depreciation and amortization
    11,947       11,435  
Long-term incentive plan
    1,500       -  
Finance costs
    9,190       4,020  
Finance income
    (6,051 )     (1,288 )
Other operating income
    (676 )     (26 )
Working capital adjustments
               
Decrease (increase) in trade and other receivables
    13,009       (2,444 )
Increase in prepayments
    (4,798 )     (2,685 )
Increase in inventories
    (12,330 )     (12,804 )
Decrease in trade and other payables
    (38,567 )     (7,358 )
      29,308       44,381  
                 
Interests received
    3,959       1,288  
Interests paid
    (8,324 )     (5,203 )
Income tax paid
    (38,538 )     (23,453 )
                 
Net cash flows (used in) provided by operating activities
    (13,595 )     17,013  
 
 
 

 
 
Interim consolidated statements of cash flows (continued)

   
2012
   
2011
 
    S/.(000)     S/.(000)  
                 
Investing activities
               
Increase in time deposits with original maturities greater than 90 days
    (403,950 )     -  
Purchase of property, plant and equipment
    (44,548 )     (45,278 )
Acquisition of evaluation and exploration assets
    (9,056 )     (6,374 )
Acquisition of other assets
    -       (435 )
Capital contribution from non-controlling interests
    1,857       -  
Net cash flows used in investing activities
    (455,697 )     (53,087 )
                 
Financing activities
               
Proceeds from issuance of common and investment shares
    664,113       -  
Proceeds from borrowings
    -       42,000  
Payment of borrowings
    (30,137 )     (65,103 )
Dividends paid
    (205 )     (56,000 )
Net cash flows provided by (used in) financing activities
    633,771       (79,103 )
                 
Net increase (decrease) in cash and cash equivalents
    164,479       (115,177 )
Net foreign exchange difference
    669       26  
Cash and cash equivalents as of January 1
    363,279       154,493  
                 
Cash and cash equivalents as of March 31
    528,427       39,342  
 
The accompanying notes are an integral part of the interim condensed consolidated statements.
 
 
 

 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Notes to interim condensed consolidated financial statements
As of March 31, 2012, March 31, 2011 (both unaudited) and December 31, 2011 (audited)
 
1.
Economic activity
 
Cementos Pacasmayo S.A.A. (hereinafter "the Company") was incorporated in 1957 and, under the Peruvian General Corporation Law, is an open stock corporation, with publicly traded shares. The Company is a subsidiary of Inversiones Pacasmayo S.A. (IPSA), which holds 51.57% of the Company’s common and investment shares and 53.32% of its common shares as of March 31, 2012 (63.92% and 67.47%, respectively as of December 31, 2011). The registered office is located at Calle La Colonia No.150, Urbanizacion El Vivero, Santiago de Surco, Lima, Peru.
   
 
The Company’s main activity is the production and marketing of cement, blocks, concrete and quicklime in Peru’s northern region.
   
 
The interim condensed consolidated financial statements of the Company and its subsidiaries (hereinafter “the Group”) as of March 31, 2012 and for the three-months period ended March 31, 2012 and 2011, were authorized for issue by the management of the Company on April 30, 2012.
   
 
As of March 31, 2012, there were no changes in the main activities of the subsidiaries incorporated in the interim condensed consolidated financial statements of the Group, in relation to December 31, 2011.
   
 
Issuance of new common and investment shares
 
Common shares -
 
In Board of Directors´Meeting held on January 6, 2012 directors agreed in issuance of new common shares through a public offering of American Depositary Shares (“ADS”) registered with the SEC.  As a consequence, on February 7, 2012, the Company issued 100,000,000 new common shares, equivalent to 20,000,000 ADSs, with a unit price of US$11.5, resulting total proceeds of US$219,900,000 (net of related commissions and costs).
   
 
On March 2, 2012, the Company issued 11,484,000 additional shares, equivalent to 2,296,800 ADSs pursuant to an overallotment option granted to the underwriters in that offering, resulting total proceeds of US$25,489,000 (net of related commissions).
   
 
The total outstanding common shares as of the date of this report are 531,461,479 shares, from these 111,484,000 are listed in the New York Stock Exchange.
   
 
The excess of the total proceeds obtained by this transaction in relation to the nominal value of these shares amounted to S/.554,818,000 (net of commissions and other related costs for S/.29,557,000 and tax effect for S/.7,884,000) and was recorded in the additional paid-in capital caption of the interim consolidated statement of changes in equity.
   
 
Investment shares -
 
In March 30, 2012, the Company issued 927,783 investment shares, pursuant to a preemptive right offer in connection with the issuance of ADSs, so the holders of investment shares have rights to maintain their proportional ownership in the share capital of the Company.  The total investment shares offer by the Company were 13,574,990, from these only 927,783 were exercised.
   
 
The excess of the total proceeds obtained by this issuance of investment shares and the nominal value of these shares amounted to S/.4,767,000 and was recorded in the additional paid-in capital caption of the interim consolidated statement of changes in equity.
 
 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
 
Contributions of non-controlling interest -
 
In order to finance the Salmueras project, the General Shareholders´Meeting of the subsidiary Salmueras Sudamericanas S.A. held on January 9, 2012 agreed a contribution of S/.20,000,000 to the subsidiary, to be held in two parts of S/.10,000,000 on the following dates: February 15 and May 15, 2012. These contributions are partial payments of the capital commitment assumed by the Company and Quimpac S.A. for the project brines up to US$100,000,000 and US$14,000,000, respectively, to maintain its interests in this subsidiary.  As of the date of this report the contribution made by Quimpac S.A. amounts to S/.1,857,000.
 
2.
Basis of preparation and changes to the Group’s accounting policies
 
2.1
Basis of preparation -
   
The interim condensed consolidated financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB).
     
   
The interim condensed consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale financial investments that have been measured at fair value.  The interim condensed consolidated financial statements are presented in nuevos soles and all values are rounded to the nearest thousand (S/.000), except as otherwise indicated.
     
   
The interim condensed consolidated financial statements do not include all the information and disclosure required in the annual financial statements, and should be read in conjunction with Group’s annual consolidated financial statements as of December 31, 2011.
     
   
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group´s annual financial statements for the year ended December 31, 2011.
     
 
2.2
Basis of consolidation -
   
The interim condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of March 31, 2012 and March 31, 2011.
     
 
2.3
Seasonality
   
Seasonality is not relevant for the activities of the Group.
     
3.
Cash and short-term deposits
 
(a)
This caption consists of the following:
 
   
March 31,
2012
   
December 31,
2011
   
March 31,
2011
 
    S/.(000)     S/.(000)     S/.(000)  
                         
Cash on hand
    2,053       2,786       6,542  
Cash at bank (b)
    32,728       228,150       10,664  
Short-term deposits (c)
    493,646       132,343       22,136  
Cash balances included in the consolidated statements of cash flows
    528,427       363,279       39,342  
Time deposits with original maturity greater than 90 days (c)
    403,950       -       -  
      403,950       -       -  
      932,377       363,279       39,342  
 
 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
 
(b)
Cash at banks is denominated in local and foreign currencies, is deposited in local banks and is freely available. The demand deposits interest yield is based on daily bank deposit rates.   As of December 31, 2011 these bank accounts include approximately US$46,100,000 (equivalent to S/.124,399,000), as a result of the sale of minority interests of the subsidiary Fosfatos del Pacífico S.A.
 
 
(c)
As of March 31, 2012 and 2011, the short-term deposits held in local banks were freely available and earned interest at the respective short-term market rates.  Time deposits, with original maturities of less than three months, were collected in April 2012 and January 2012, respectively.

 
As of March 31, 2012, the long-term deposits were saved in local banks, were freely available and earned interest at the respective market rates, and have original maturities of 18 months.
 
These short and long-term deposits include approximately S/.554,818,000 related to the proceeds obtained through the issuance of new common shares, see note 1 and S/.202,200,000 related to a loan received in December 31, 2011.
 
4.
Inventories
 
During the three months ended March 31, 2012 and 2011, the Group does not have additions or recoveries of the provision of inventory obsolescence.
 
 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
5.
Property, plant and equipment
Additions -
During the  three months ended March 31, 2012, the fixed asset additions of the Group amounted approximately to S/.44,548,000 (S/.240,598,000 during the year 2011), which are mainly related to  improvements in the cement plants located in Rioja and Pacasmayo, and the construction of the diatomite bricks plant.

6.
Dividends paid and proposed

        S/.(000)  
           
 
Declared dividends during nine months ended March 31, 2011
       
 
Dividends approved on February 28, 2011: S/.0.11926 per share
    56,000  

As of March 31, 2012, dividends payable amounted to S/.4,262,000 (December 31, 2011: S/.4,467,000).

7.
Provisions
The decrease is explained mainly for the payment of the workers´ profit sharing accrued during 2011, made in the first quarter of 2012.
 
8.
Income tax
The major components of the income tax expense in the interim consolidated income statement and statement of comprehensive income are:

   
2012
   
2011
 
      S/.(000)       S/.(000)  
                 
Current income tax (expense)
    (18,641 )     (18,695 )
Deferred income tax
    2,481       1,996  
   
 
   
 
 
Income tax expense, net
    (16,160 )     (16,699 )
Income tax recognized in other  comprehensive income
    (2,257 )     1,177  
   
 
   
 
 
                 
Total income tax
    (18,417 )     (15,522 )

 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
9.
Related party disclosure
Transactions with related entities -
During the three months ended March 31, 2012 and 2011, the Company carried out the following transactions with Inversiones Pacasmayo S.A. (IPSA) and its affiliates:

   
2012
   
2011
 
      S/.(000)       S/.(000)  
                 
Income
               
Income from  land rental services
    114       111  
Fees for management and administrative services
    94       93  
Interest income on loans to IPSA and an affiliate
    2       17  
                 
Other transactions
               
Loans to IPSA
    110       6,965  
Loans to Servicios Corporativos Pacasmayo S.A.
    -       100  

As a result of these and other transactions, the Company had the following rights and obligations with Inversiones Pacasmayo S.A. and its affiliates as of March 31, 2012 and December 31, 2011:

   
2012
   
2011
 
   
 
       
   
Accounts
receivable
   
Accounts
payable
   
Accounts
 receivable
   
Accounts
payable
 
      S/.(000)       S/.(000)       S/.(000)       S/.(000)  
                                 
Inversiones Pacasmayo S.A.
    274       14       170       14  
Other
    226       -       252       216  
   
 
         
 
   
 
 
                                 
      500       14       422       230  

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.  Outstanding balances are unsecured and interest free.  There have been no guarantees provided or received from any related party receivables or payables with respect to any related parties.  For the periods ended March 31, 2012 and December 31, 2011, the Group has not recorded any impairment of receivables owed by related parties.  This assessment is undertaken each financial year by examining the financial position of the related party.

 
Compensation of key management personnel of the Group -
The expenses for profit-sharing, compensation and other concepts for members of the Board of Directors and the management payroll amounted to S/.6,212,000 during the  three months  ended March 31, 2012 (S/.3,671,000 during the three months ended March 31, 2011). The Group does not compensate management with post-employment or contract termination benefits or share-based payments.

 
 

 

Notes to interim condensed consolidated financial statements (continued)
 
10.
Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the three-month period attributable to common shares and investment shares of the parent by the weighted average number of common and investment  shares outstanding during the period.

The Group has no dilutive potential common shares as of March 31, 2012 and March 31, 2011.

Calculation of the weighted average number of shares and the basic and diluted earnings per share is presented below:

   
March 31,
2012
   
March 31,
2011
 
      S/.(000)       S/.(000)  
Numerator
               
Net profit attributable to common and investment shares of the Parent
    40,590       38,822  

   
March 31,
2012
   
March 31,
2011
 
   
Thousands
   
Thousands
 
Denominator
           
Weighted average number of common and investment shares
    530,952       468,352  

There have been no other transactions involving common shares or potential common shares between the reporting date and the date of completion of these financial statements.

   
March 31,
2012
   
March 31,
2011
 
      S/.       S/.  
                 
Basic and diluted earnings for common and investment shares
    0.08       0.08  

11.
Fair value of financial instrument
 
Hierarchy of fair value of financial instrument
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

 
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
 
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
 
Level 3: valuation techniques (no observable market value).
 
As of March 31, 2012 and December 31, 2011, the Group held the following instruments carried at fair value on the consolidated statement of financial position:
 
 
 

 

Notes to interim condensed consolidated financial statements (continued)
 
   
March 31,
2012
   
December 31, 2011
 
      S/.(000)       S/.(000)  
Available-for-sale financial investments:
               
   Level 1
    706       526  
   Level 2
    28,905       21,548  
   Level 3
    -       -  
             
Total
    29,611       22,074  

 
During the reporting period ending March 31, 2012, there were no transfers between Level 1 and Level 2 fair value measurements.

12.
Commitments and contingences
Operating lease
As of March 31, 2012 the Group, as lessor, has a land lease with Compañía Minera Ares S.A.C. a related party   of Inversiones Pacasmayo S.A.  This lease is annually renewable and for the three months ended March 31, 2012 provide a rent of S/.114,000 (S/.111,000 as of March 31, 2011).

As lessee, the Group does not hold any long-term lease agreement as of March 31, 2012 and 2011.

Capital commitments
 
As of March 31, 2012, the Group had the following main commitments:
 
 
-
Completion of construction of diatomite bricks plant by S/.2,450,000.
 
-
Expansion of the cement plant located in the northeast of Peru by S/.28,370,000.
 
-
Construction of vertical furnaces in the cement plant located in the north of Peru by S/.1,293,000.
 
-
Commitment for development of brine Project up to US$100,000,000. In connection with this commitment, as of March 31, 2012 the Group has made contributions for US$8,349,000, see note 1.
 
-
Design of minerals processing plant in the north of Peru by S/.11,908,000.
 
-
The Group maintains long-term electricity supply agreements which billing is determined taking into consideration consumption of electricity and other market variables.
 
 
Others commitments
 
-
Commitment of future sales of phosphoric rock to Mitsubishi Corporation when the project starts production.
 
 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
Environmental matters
 
The Group’s exploration and exploitation activities are subject to environmental protection standards. Such standards are the same as those disclosed on the consolidated financial statement as of December 31, 2011 and there have not been significant changes on this subject in the interim consolidated financial statements as of March 31, 2012 in comparison to the consolidated financial statement as of December 31, 2011.
 
Tax situation
During the four years following the year tax returns are filed, the tax authorities have the power to review and, as applicable, correct the income tax computed by each individual company.  The income tax and value-added tax returns for the following years are open for review by the tax authorities.

 
Years open to review by Tax Authorities
Entity
Income tax
Value-added tax
     
Cemento Pacasmayo S.A.A.
2007-2008/2010-2011
2007-2011
Cementos Selva S.A.
2007/2009-2011
2007/2009-2011
Distribuidora Norte Pacasmayo S.R.L.
2011
2007-2011
Corianta S.A.
 
2007-2011
2007,2008, from January to May 2010 and from June to December 2011
Empresa de transmisión Guadalupe S.A.C.
2007-2011
2007-2011
Tinku Generación S.A.C.
2007-2011
2007-2011
Fosfatos del Pacífico S.A.
2009-2011
2009-2011
Salmueras Sudamericanas S.A.
2011
2011

Through the  date of these financial statements, Zemex LLC is an inactive subsidiary with no debts to fiscal authorities of United States of America and Canada (countries where Zemex LLC had operations until 2007).

Due to possible interpretations that the tax authorities may give to legislation in effect, it is not possible to determine whether any of the tax audits that may be performed will result in increased liabilities for the Group.  For that reason, tax or surcharge that could arise from future tax audits would be applied to the income during the period in which it is determined. However, in management’s opinion, any possible additional payment of taxes would not have a material effect on the interim consolidated financial statements as of March 31, 2012 and the consolidated financial statements as of December 31, 2011.

 
Legal claim contingency
 
As of March 31, 2012 and December 31, 2011, some third parties had commenced actions against the Group in relation with its operations in the amount of S/.2,269,000.  Of this total amount, S/.1,223,000 correspond to a tax originated by the import of coal and S/.1,046,000 correspond to labor claims from former employees. Management expects that these claims will be resolved within the next five years based on prior experience; however, the Group cannot assure that these claims will be resolved within this period because the authorities do not have a maximum term to resolve cases.  The Group has been advised by its legal counsel that it is only possible, but not probable, that these actions will succeed.  Accordingly, no provision for any liability has been made in these interim condensed consolidated financial statements.

 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
Mining royalty
Third parties
Cementos Pacasmayo S.A.A. is required to pay a royalty to Compañia Pilar del Amazonas S.A., which is the owner of the surface mining unit in which the subsidiary Corianta S.A. made its operations (before the merger explained in Note 1, this obligation was for Corianta S.A.). This royalty is equivalent to 4% of net revenue obtained as a result of commercial exploitation carried out within the mining unit, and may not be less than US$300,000 annually. This royalty expense amounted to S/.221,000 and S/.209,000  for the three months ended March 31, 2012 and 2011, respectively.

The subsidiary Fosfatos del Pacífico S.A., signed an agreement with the Peruvian Government, Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. related to the use of the Bayovar concession, which contains phosphoric rock and diatomites.  As part of this agreement, , the Subsidiary Fosfatos del Pacífico S.A. is required to pay to Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. an equivalent amount to US$3 for each metric tons of diatomite extracted.  The annual royalty may not be less than the equivalent to 40,000 metric tons during the second year of production and 80,000 metric tons since the third year of production.  The related royalty expense amounted to S/.99,000 for the three months ended March 31, 2012 (zero for the three months ended March 31, 2011).

Interest-bearing loans and borrowings covenants
 
In March 2012, the Company subscribed a credit line agreement with Banco de Crédito del Perú for an amount equivalent in nuevos soles of up to US$75,000,000. Pursuant the terms of the credit line agreement the funds will be available for a two year period and the Company has to pay a commitment fee of 0.25% during such period. If the funds are disbursed, the loan will accrue interests at an annual rate of 7.50% and will mature in 2022. This credit line agreement is secured by current collateral trust, which holds all the main assets of the Company.  This loan includes the following financial restrictions:

 
-
The liquidity ratio must be greater than 1.0 times during the term and in each one of the financial years, based on the separate financial statements of the Company.

 
-
The financial debt-to-EBITDA ratio must be lower than 3 times, during the term and in each ratio measurement date, calculated using the Company´s separate financial statements.

 
-
The EBITDA-to-Debt Service ratio must be greater than 1.50 times during the term and in each ratio measurement date, taking the last twelve (12) months elapsed as calculation basis, based on the separate financial statements of the Company.

In Management’s opinion, as of March 31, 2012 the Company has complied with these financial restrictions.
 
 
 

 
 
Notes to interim condensed consolidated financial statements (continued)
 
13.
Segment information
For management purposes, the Group is organized into business units based on their products and activities, and have three reportable segments as follows:
 
 
-
Production and marketing of cement, concrete and blocks in the northern region of Peru.
 
-
Sale of construction supplies in the northern region of Peru.
 
-
Production and marketing of quicklime in the northern region of Peru.

No operating segments have been aggregated to form the above reportable operating segments.
 
Management monitors the profit before income tax of each business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit before income tax and is measured consistently with profit before income tax in the interim condensed consolidated financial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

   
Revenues
from
external
customers
   
Revenues
 from inter
 segments
   
Total
revenue
   
Gross
 margin
   
Profit before
income tax
   
Income tax
   
Profit for the
period
   
Segment
assets
   
Other assets
   
Total assets
 
      S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)       S/.(000)  
2012
                                                                               
Cement, concrete and blocks
    227,436       246       227,682       103,820       56,865       (16,385 )     40,480       2,206,171       -       2,206,171  
Construction supplies
    37,956       922       38,878       950       (582 )     168       (414 )     17,533       -       17,533  
Quicklime
    11,255       -       11,255       4,528       2,103       (606 )     1,497       134,675       -       134,675  
Other
    701       622       1,323       151       (2,302 )     663       (1,639 )     192,007       29,611       221,618  
Adjustments and eliminations
    -       (1,790 )     (1,790 )     -       -       -       -       -       -       -  
                                                                                 
Consolidated
    277,348       -       277,348       109,449       56,084       (16,160 )     39,924       2,550,386       29,611       2,579,997  
                                                                                 
2011
                                                                               
Cement, concrete and blocks
    184,758       692       185,450       95,502       60,062       (18,063 )     41,999       1,587,083       -       1,587,083  
Construction supplies
    35,873       2,162       38,035       2,260       539       (162 )     377       12,741       -       12,741  
Quicklime
    9,560       648       10,208       1,920       151       (45 )     106       139,855       -       139,855  
Other
    220       -       220       79       (5,221 )     1,571       (3,650 )     178,259       22,074       200,333  
Adjustments and eliminations
    -       (3,502 )     (3,502 )     -       -       -       -       -       -       -  
                                                                                 
Consolidated
    230,411       -       230,411       99,761       55,531       (16,699 )     38,832       1,917,938       22,074       1,940,012  

The “other” column includes activities that do not meet the threshold for disclosure under IFRS 8.13 and represent non-material operations of the Group (including phosphates, zinc and other).

Other assets
As of March 31, 2012 corresponds to the available-for-sale investments caption for approximately S/. 29,611,000 (S/.22,074,000 as of December 31, 2011) which is not allocated to a segment.

Geographic information
All revenues are from Peruvian clients.

All non-current assets are located in Peru, except for a land of Zemex LLC. amounting to S/.2,287,000 that is located in United States Of America (its only non-current asset).  Non-current assets for this purpose consist of property, plant and equipment, exploration and evaluation assets and other assets.
 
 
 

 
 
 
Signature

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


CEMENTOS PACASMAYO S.A.A.

 
 

By: /s/ CARLOS JOSE MOLINELLI MATEO

Name: Carlos Jose Molinelli Mateo

Title: Stock Market Representative

 
 

Date: May 3, 2012