6-K 1 a51596952.htm CEMENTOS PACASMAYO S.A.A. 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of July 2017
 
Commission File Number 001-35401
 
CEMENTOS PACASMAYO S.A.A.
(Exact name of registrant as specified in its charter)
 
PACASMAYO CEMENT CORPORATION
(Translation of registrant’s name into English)
 
Republic of Peru
(Jurisdiction of incorporation or organization)
 
Calle La Colonia 150, Urbanización El Vivero
Surco, Lima
Peru
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F ____X___ Form 40-F _______
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]


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

Signature

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


CEMENTOS PACASMAYO S.A.A.

 
 

By: /s/ CARLOS JOSE MOLINELLI MATEO

Name: Carlos Jose Molinelli Mateo

Title: Stock Market Representative

 
 

Date: July 26, 2017


 
 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
 
 
 
 
Unaudited interim condensed consolidated financial statements
as of June 30, 2017 and for the three and six-month periods then ended
 
 

 
Cementos Pacasmayo S.A.A. and Subsidiaries
 
Unaudited interim condensed consolidated financial statements as of June 30, 2017 and for the three and six-month periods then ended
 
Content
 
Report on review of interim condensed consolidated financial statements
Interim condensed consolidated financial statements
Interim condensed consolidated statements of financial position
Interim condensed consolidated statements of profit or loss
Interim condensed consolidated statements of other comprehensive income
Interim condensed consolidated statements of changes in equity
Interim condensed consolidated statements of cash flows
Notes to the interim condensed consolidated financial statements


Report on review of interim condensed consolidated financial statements
 
To the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A.

Introduction
We have reviewed the accompanying interim condensed consolidated statement of financial position of Cementos Pacasmayo S.A.A. (a Peruvian company) and its Subsidiaries (together the "Group") as of June 30, 2017, and the related interim condensed consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the three and six-month periods then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with IAS 34 Interim Financial Reporting (IAS 34). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of review
We conducted our review in accordance with International Auditing Standard on Review Engagements (ISRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of the persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

Lima, Peru
July 20, 2017


Countersigned by:

 

Carlos Valdivia Valladares
C.P.C.C. Register No. 27255

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated statements of financial position
As of June 30, 2017 (unaudited) and December 31, 2016 (audited)
 
   
Note
   
As of
June 30,
2017
   
As of
December 31,
2016
 
          S/(000)     S/(000)  
Assets
                     
Current assets
                     
Cash and cash equivalents
   
3
     
49,407
     
80,215
 
Trade and other receivables
   
4
     
96,630
     
81,121
 
Income tax prepayments
           
43,829
     
46,546
 
Inventories
   
5
     
341,663
     
346,535
 
Prepayments
           
15,297
     
7,909
 
Total current asset
           
546,826
     
562,326
 
Assets held for distribution
           
-
     
338,411
 
Non-current assets
                       
Trade and other receivables
   
4
     
23,806
     
25,120
 
Prepayments
           
652
     
1,222
 
Available-for-sale financial investments
   
12
     
21,811
     
657
 
Derivative financial instruments
   
12
     
41,338
     
69,912
 
Property, plant and equipment
   
6
     
2,226,557
     
2,273,048
 
Exploration and evaluation assets
           
44,980
     
43,028
 
Deferred income tax assets
           
7,025
     
6,350
 
Other assets
           
447
     
549
 
Total non-current assets
           
2,366,616
     
2,419,886
 
Total assets
           
2,913,442
     
3,320,623
 
Liabilities and equity
                       
Current liabilities
                       
Trade and other payables
   
7
     
133,117
     
142,773
 
Income tax payable
           
2,328
     
3,464
 
Provisions
   
8
     
12,657
     
31,711
 
Total current liabilities
           
148,102
     
177,948
 
Liabilities directly related to assets held for distribution
           
-
     
2,704
 
Non-current liabilities
                       
Interest-bearing loans and borrowings
   
12
     
967,469
     
998,148
 
Other non-current provisions
           
22,042
     
22,042
 
Deferred income tax liabilities
           
136,956
     
139,752
 
Total non-current liabilities
           
1,126,467
     
1,159,942
 
Total liabilities
           
1,274,569
     
1,340,594
 
Equity
                       
Capital stock
           
423,868
     
531,461
 
Investment shares
           
40,279
     
50,503
 
Treasury shares
           
(119,005
)
   
(108,248
)
Additional paid-in capital
           
426,020
     
545,165
 
Legal reserve
           
155,679
     
188,075
 
Other reserves
           
(16,936
)
   
(16,602
)
Retained earnings
           
716,432
     
677,086
 
Equity attributable to equity holders of the parent
           
1,626,337
     
1,867,440
 
Non-controlling interests
           
12,536
     
112,589
 
Total equity
           
1,638,873
     
1,980,029
 
Total liabilities and equity
           
2,913,442
     
3,320,623
 
 
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated statements of profit or loss
For the three and six-month periods ended June 30, 2017 and June 30, 2016 (both unaudited)
 
         
For the three-month periods ended
June 30,
   
For the six-month periods ended
June 30,
 
   
Note
   
2017
   
2016
   
2017
   
2016
 
          S/(000)     S/(000)     S/(000)     S/(000)  
                                       
Sales of goods
   
14
     
282,855
     
301,007
     
562,984
     
609,775
 
Cost of sales
           
(172,681
)
   
(172,926
)
   
(339,871
)
   
(367,466
)
Gross profit
           
110,174
     
128,081
     
223,113
     
242,309
 
                                         
Operating income (expense)
                                       
Administrative expenses
           
(49,259
)
   
(47,132
)
   
(97,609
)
   
(93,533
)
Selling and distribution expenses
           
(11,314
)
   
(10,482
)
   
(23,453
)
   
(19,558
)
Other operating (expenses) income, net
           
(2,283
)
   
(1,254
)
   
(2,977
)
   
3,294
 
Total operating expenses, net
           
(62,856
)
   
(58,868
)
   
(124,039
)
   
(109,797
)
Operating profit
           
47,318
     
69,213
     
99,074
     
132,512
 
                                         
                                         
Other income (expenses)
                                       
Finance income
           
2,485
     
348
     
4,015
     
614
 
Finance costs
           
(18,795
)
   
(18,908
)
   
(36,505
)
   
(35,747
)
Net loss from exchange difference
           
(1,087
)
   
(739
)
   
(2,197
)
   
(4,896
)
Total other expenses, net
           
(17,397
)
   
(19,299
)
   
(34,687
)
   
(40,029
)
Profit before income tax
           
29,921
     
49,914
     
64,387
     
92,483
 
                                         
Income tax expense
   
9
     
(8,657
)
   
(15,901
)
   
(20,678
)
   
(28,998
)
                                         
Profit for the period from continuing operations
           
21,264
     
34,013
     
43,709
     
63,485
 
                                         
Loss for the period from discontinued operations
           
-
     
(2,709
)
   
(754
)
   
(4,440
)
Profit for the period
           
21,264
     
31,304
     
42,955
     
59,045
 
Attributable to:
                                       
Equity holders of the parent
           
21,413
     
32,485
     
43,718
     
60,944
 
Non-controlling interests
           
(149
)
   
(1,181
)
   
(763
)
   
(1,899
)
                                         
             
21,264
     
31,304
     
42,955
     
59,045
 
Earnings per share
                                       
Basic and diluted profit for the period attributable
  to equity holders of common shares and
  investment shares of the parent (S/per share)
   
11
     
0.05
     
0.06
     
0.09
     
0.11
 
 
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated statements of other comprehensive income
For the three and six-month periods ended June 30, 2017 and June 30, 2016 (both unaudited)
 
         
For the three-month periods ended
June 30,
   
For the six-month periods ended
June 30,
 
   
Note
   
2017
   
2016
   
2017
   
2016
 
          S/(000)     S/(000)     S/(000)     S/(000)  
                                       
Profit for the period
         
21,264
     
31,304
     
42,955
     
59,045
 
                                       
Other comprehensive income
                                     
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
                                     
Change in fair value of available-for-sale financial investments
         
(61
)
   
72
     
(51
)
   
213
 
Net (loss) gain on cash flow hedges
   
12
     
(8,846
)
   
(22,184
)
   
(423
)
   
3,343
 
Deferred income tax related to component of other comprehensive income
   
9
     
2,628
     
5,750
     
140
     
(924
)
Other comprehensive income for the period, net of income tax
           
(6,279
)
   
(16,362
)
   
(334
)
   
2,632
 
Total comprehensive income, net of income tax
           
14,985
     
14,942
     
42,621
     
61,677
 
                                         
Total comprehensive income attributable to:
                                       
Equity holders of the parent
           
15,134
     
16,123
     
43,384
     
63,576
 
Non-controlling interests
           
(149
)
   
(1,181
)
   
(763
)
   
(1,899
)
                                         
             
14,985
     
14,942
     
42,621
     
61,677
 
 
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated statements of changes in equity
For the six-month periods ended June 30, 2017 and June 30, 2016 (both unaudited)
 
   
Attributable to equity holders of the parent
 
       
   
Capital
stock
   
Investment
shares
   
Treasury
shares
   
Additional paid-in capital
   
Legal
reserve
   
Unrealized gain on available-for-sale investments
   
Unrealized gain on derivative financial instruments
   
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)    
S/(000)
 
                                                                   
Balance as of January 1, 2016
 
531,461
   
50,503
   
(108,248
)
 
553,466
   
176,458
   
(11
)
 
11,660
   
727,765
   
1,943,054
   
103,080
   
2,046,134
 
Profit for the period
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
60,944
   
60,944
   
(1,899
)
 
59,045
 
Other comprehensive income
 
-
   
-
   
-
   
-
   
-
   
159
   
2,473
   
-
   
2,632
   
-
   
2,632
 
Total comprehensive income
 
-
   
-
   
-
   
-
   
-
   
159
   
2,473
   
60,944
   
63,576
   
(1,899
)
 
61,677
 
                                                                   
Appropriation of legal reserve
 
-
   
-
   
-
   
-
   
6,094
   
-
   
-
   
(6,094
)
 
-
   
-
   
-
 
Contribution of non-controlling interests, note 1
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
473
   
473
 
Other adjustments of non-controlling interests, note 1
 
-
   
-
   
-
   
(7,521
)
 
-
   
-
   
-
   
-
   
(7,521
)
 
7,521
   
-
 
                                                                   
Balance as of June 30, 2016
 
531,461
   
50,503
   
(108,248
)
 
545,945
   
182,552
   
148
   
14,133
   
782,615
   
1,999,109
   
109,175
   
2,108,284
 
                                                                   
Balance as of January 1, 2017
 
531,461
   
50,503
   
(108,248
)
 
545,165
   
188,075
   
145
   
(16,747
)
 
677,086
   
1,867,440
   
112,589
   
1,980,029
 
Profit for the period
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
43,718
   
43,718
   
(763
)
 
42,955
 
Other comprehensive income
 
-
   
-
   
-
   
-
   
-
   
(36
)
 
(298
)
 
-
   
(334
)
 
-
   
(334
)
Total comprehensive income
 
-
   
-
   
-
   
-
   
-
   
(36
)
 
(298
)
 
43,718
   
43,384
   
(763
)
 
42,621
 
                                                                   
Appropriation of legal reserve
 
-
   
-
   
-
   
-
   
4,372
   
-
   
-
   
(4,372
)
 
-
   
-
   
-
 
Contributions of non-controlling interests
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
491
   
491
 
Acquisition of treasury shares
 
-
   
-
   
(34,216
)
 
-
   
-
   
-
   
-
   
-
   
(34,216
)
 
-
   
(34,216
)
Splitting effects of equity block, note 1
 
(107,593
)
 
(10,224
)
 
23,459
   
(118,569
)
 
(36,957
)
 
-
   
-
   
-
   
(249,884
)
 
(100,357
)
 
(350,241
)
Terminated dividends, note 7
 
-
   
-
   
-
   
-
   
189
   
-
   
-
   
-
   
189
   
-
   
189
 
Other adjustments of non-controlling interests, note 1
 
-
   
-
   
-
   
(576
)
 
-
   
-
   
-
   
-
   
(576
)
 
576
   
-
 
                                                                   
Balance as of June 30, 2017
 
423,868
   
40,279
   
(119,005
)
 
426,020
   
155,679
   
109
   
(17,045
)
 
716,432
   
1,626,337
   
12,536
   
1,638,873
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Interim condensed consolidated statements of cash flows
For the three and six-month periods ended June 30, 2017 and June 30, 2016 (both unaudited)
 
         
For the three-month periods
ended
June 30,
   
For the six-month
periods ended
June 30,
 
   
Note
   
2017
   
2016
   
2017
   
2016
 
          S/(000)     S/(000)     S/(000)     S/(000)  
Operating activities
                                     
Profit before income tax
         
29,921
     
46,459
     
63,082
     
86,380
 
Non-cash adjustments to reconcile profit before income tax to net cash flows
                                     
Depreciation and amortization
         
27,972
     
27,173
     
58,623
     
51,349
 
Finance costs
         
18,795
     
18,086
     
36,505
     
34,925
 
Long-term incentive plan
   
10
     
2,851
     
2,518
     
5,701
     
4,744
 
Allowance for doubtful accounts
           
300
     
-
     
600
     
50
 
Unrealized exchange difference related to monetary transactions
           
67
     
683
     
154
     
1,175
 
Provision for inventory obsolescence
           
-
     
1,107
     
-
     
1,107
 
Finance income
           
(2,485
)
   
(350
)
   
(4,015
)
   
(616
)
Net gain on disposal of property, plant and equipment
           
(82
)
   
(164
)
   
(224
)
   
(164
)
Other operating, net
           
(318
)
   
248
     
(289
)
   
982
 
                                         
Working capital adjustments
                                       
(Increase) decrease in trade and other receivables
           
(15,529
)
   
(1,627
)
   
(16,190
)
   
20,363
 
Decrease (increase) in prepayments
           
2,814
     
(3,581
)
   
(3,962
)
   
(16,394
)
Decrease (increase) in inventories
           
6,972
     
(61,399
)
   
4,912
     
(47,152
)
(Decrease) increase in trade and other payables
           
(29,513
)
   
39,330
     
(25,753
)
   
12,150
 
             
41,765
     
68,483
     
119,144
     
148,899
 
                                         
Interests received
           
302
     
349
     
697
     
599
 
Interests paid
           
(550
)
   
(694
)
   
(22,997
)
   
(24,535
)
Income tax paid
           
(8,081
)
   
(9,442
)
   
(20,175
)
   
(38,273
)
Net cash flows provided from operating activities
           
33,436
     
58,696
     
76,669
     
86,690
 
Which includes cash used in discontinued operations for
           
-
     
(4,447
)
   
(2,611
)
   
(10,024
)
 
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

         
For the three-month period ended
June 30,
   
For the six-month
periods ended
June 30,
 
   
Note
   
2017
   
2016
   
2017
   
2016
 
          S/(000)     S/(000)     S/(000)     S/(000)  
Investing activities
                                     
Purchase of property, plant and equipment
   
6
     
(6,801
)
   
(43,641
)
   
(20,080
)
   
(98,415
)
Purchase of evaluation and exploration assets
           
1,038
     
(1,097
)
   
(5,731
)
   
(7,135
)
Related party loan
           
-
     
-
     
(5,953
)
   
-
 
Proceeds from sale of property, plant and equipment
           
2,926
     
169
     
3,068
     
169
 
Net cash used in investing activities
           
(2,837
)
   
(44,569
)
   
(28,696
)
   
(105,381
)
Which includes cash used in investment activities of discontinued operations for
           
-
     
(2,471
)
   
(6,410
)
   
(17,637
)
                                         
Financing activities
                                       
Contribution of non-controlling interests
   
1
     
401
     
-
     
491
     
473
 
Repurchase of investment shares
           
-
     
-
     
(34,216
)
   
-
 
Payment of hedge commissions
           
(196
)
   
-
     
(13,608
)
   
(14,003
)
Dividends paid
           
126
     
215
     
(184
)
   
-
 
Net cash flows provided from (used in) financing activities
           
331
     
215
     
(47,517
)
   
(13,530
)
Which includes cash provided from financing activities of discontinued operations for
           
-
     
-
     
5,953
     
-
 
Net increase (decrease) in cash and cash equivalents
           
30,930
     
14,342
     
456
     
(32,221
)
Net foreign exchange difference
           
(67
)
   
(683
)
   
(154
)
   
(1,175
)
Cash and cash equivalents at the beginning of the period
           
18,544
     
110,952
     
80,215
     
158,007
 
Transfer of cash and cash equivalent due to spin-off
   
1
     
-
     
-
     
(34,178
)
   
-
 
Change in cash and cash equivalents of discontinued operations
           
-
     
-
     
3,068
     
-
 
Cash and cash equivalents at the end of the period
   
3
     
49,407
     
124,611
     
49,407
     
124,611
 
Transactions with no effect in cash flows:
                                       
Unrealized exchange difference related to monetary transactions
           
67
     
683
     
154
     
1,175
 

See transfer of net assets that did not generated cash flows in Note 1.
 
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Cementos Pacasmayo S.A.A. and Subsidiaries
 
Notes to interim condensed consolidated financial statements
As of June 30, 2017 and 2016 (both unaudited), and December 31, 2016 (audited)
 
  1.
Economic activity
Cementos Pacasmayo S.A.A. (hereinafter "the Company") was incorporated in 1957 and, under the Peruvian General Corporation Law, is an open stock corporation with publicly traded shares.

The Company is a subsidiary of Inversiones ASPI S.A., which holds 50.01 percent of the Company’s common shares as of June 30, 2017, December 31, 2016 and June 30, 2016. The consolidated financial statements of Inversiones ASPI S.A. are not available for public use because their shares are not listed on the Lima Stock Exchange.

The Company’s registered address is Calle La Colonia No.150, Urbanizacion El Vivero, Santiago de Surco, Lima, Peru.

The Company’s main activity is the production and selling of cement, blocks, concrete and quicklime in Peru’s northern region.

The interim condensed consolidated financial statements of the Company and its subsidiaries (hereinafter “the Group”) as of June 30, 2017 and for the six-month period then ended, were authorized for issuance by the Company’s Management on July 20, 2017.

Spin-off of net assets
On September 2016, the General Shareholders’ Meeting of the Company approved a spin-off project that would allow the transfer of a portion of net assets (composed by the assets and liabilities of the Company's interest in Fosfatos del Pacífico S.A.) to Fossal S.A.A. (enterprise created as a subsidiary of Inversiones ASPI S.A.). The purpose of the spin-off is to allocate the assets and liabilities of the Company in accordance with the specialization of each business, creating greater flexibility for shareholders and greater clarity in long-term operations.

The project contemplated that, for each common and investment shares of Cementos Pacasmayo S.A.A., the shareholders would receive approximately 0.20 common and investment shares of Fossal S.A.A. and approximately 0.80 common and investment shares of Cementos Pacasmayo S.A.A.

On March 1, 2017, the spin-off project was executed; in consequence, capital stock, investment shares, additional capital and legal reserve decreased by S/107,593,000, S/10,224,000, S/118,569,000 and S/36,957,000, respectively. The related non-controlling interest was reduced by S/100,357,000.


Notes to interim condensed consolidated financial statements (continued)
 
As of March 1, 2017, the assets and liabilities transferred of Fosfatos del Pacifico S.A. (net of intercompany eliminations), mainly comprise the following:

     
S/(000
 
         
Assets -
       
Cash and cash equivalents
   
34,178
 
Accounts receivable from related parties
   
5,822
 
Inventories
   
2,694
 
Income tax prepayments
   
3,892
 
Other current assets
   
5,126
 
Other receivables non current
   
50,200
 
Property, plant and equipment, net
   
204,975
 
Exploration and evaluation assets
   
52,578
 
Deferred income tax assets
   
23,173
 
     
382,638
 
Liabilities and equity -
       
Trade and other payables
   
8,938
 
Capital stock
   
107,593
 
Investment shares
   
10,224
 
Additional paid-in capital
   
118,569
 
Other reserves
   
36,957
 
Non-controlling interest
   
100,357
 
         
     
382,638
 

As of the date of the spin-off’s execution, part of the investment shares transferred to Fossal S.A.A. were owned by Cementos Pacasmayo SAA (treasury shares). As consecuence the Company received 9,148,373 investment shares of Fossal S.A.A., which were recorded as available-for-sale investments, at cost, for an amount of S/21,206,000. The difference between the financial and tax value of those investments generated a deferred income tax asset of S/2,253,000.

Except for the aforementioned spin-off, as of June 30, 2017, there were no changes in the main activities of the subsidiaries included in the consolidated financial statements as of December 31, 2016.

Contributions of non-controlling interest -
Salmueras Sudamericanas S.A.
In order to finance the Salmueras Project, the General Shareholders' Meetings of the subsidiary Salmueras Sudamericanas S.A. of Jun 13, 2017, December 13, 2016 and February 2, 2016, agreed contributions of S/3,467,000, S/783,000 and S/4,100,000, respectively. Under this agreement, during the six-month period ended June 30, 2017 and 2016, contributions made by Quimpac S.A. amounted to S/490,000 and S/473,000, respectively.

2

Notes to interim condensed consolidated financial statements (continued)
All these contributions are partial payments of the capital commitment that might be assumed by the Company and Quimpac S.A. for the brine project up to US$100,000,000 and US$14,000,000, respectively, to maintain its interests in this subsidiary.

The differences between capital contributions and interests acquired by each shareholder amounted to S/576,000 during the six-month period ended June 30, 2017 (S/556,000 during the six-month period ended June 30, 2016), were recognized as a debit in additional paid-in capital and a credit in non-controlling interest.

Fosfatos del Pacifico S.A.
During February 2016, the Company made an additional capital contribution of S/23,216,000, which was approved by the Board of Directors; this contribution did not include a change in the percentage interests held by the current shareholders.

This capital contribution was used as working capital of the brick plant. The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/6,965,000 during the six-month period ended June 30, 2016, and it was recognized as a debit in additional paid-in capital and a credit in non-controlling interest.

As indicated in previous paragraphs, the net assets corresponding to the investment in Fosfatos del Pacífico S.A. was transferred to Fossal S.A.A. on March 1, 2017.

  2.
Basis of preparation and changes to the Group’s accounting policies
2.1
Basis of preparation -
The interim condensed consolidated financial statements of the Company have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB).

The interim condensed consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale financial investments, derivatives financial instruments and the call-option that have been measured at fair value. The interim condensed consolidated financial statements are presented in soles and all values are rounded to the nearest thousand (S/000), except as otherwise indicated.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Group’s annual consolidated financial statements as of December 31, 2016.

In addition to the information on accounting policies mentioned in the consolidated financial statements as of December 31, 2016, as of June 30, 2017 the available for sale financial investments on Fossal S.A.A. are carried out at cost in accordance with the criteria established in IAS 39.

3

Notes to interim condensed consolidated financial statements (continued)
New standards, interpretations and amendments
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group´s annual financial statements for the year ended December 31, 2016.

Several new standards and amendments apply for the first time in 2017. However, they do not impact the interim condensed consolidated financial statements or the annual consolidated financial statements of the Group.

For information purpose, following is a summary of the nature and impact of each new standard:

-
Amendments to IAS 7 Statement of Cash Flows: Disclosure Initiative
The amendments require entities to provide disclosure about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). On initial application of the amendment, entities are not required to provide comparative information for preceding periods. The Group is not required to provide additional disclosures in its condensed interim consolidates financial statements. These amendments are not expected to have any impact on the Group.


-
Amendments to IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrecognized Losses
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognized in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this amendment must disclose that fact.

These amendments are not expected to have any impact on the Group.

4

Notes to interim condensed consolidated financial statements (continued)
-
Annual Improvements 2014-2016 Cycle
Amendments to IFRS 12 Disclosure of Interest in Other Entities: Clarification of the scope of disclosure requirements in IFRS 12

The amendments clarify that the disclosure requirements in IFRS 12, other than those in paragraphs B10-B16, apply to an entity’s interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or include in a disposal group that is classified) as held for sale.

The Group has adopted the amendments retrospectively. As the disclosure requirements in IFRS 12 do not specifically apply to the interim condensed consolidated financial statements, the Group will disclose the required information in its annual consolidated financial statements for the year ended 31 December 2017.

2.2
Basis of consolidation -
The condensed interim consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of June 30, 2017 and 2016.

2.3
Seasonality of operations -
Seasonality is not relevant to the Group's activities.

  3.
Cash and cash equivalents
(a)
This caption consists of the following:

   
As of
June 30,
2017
   
As of
December 31,
2016
   
As of
June 30,
2016
 
    S/(000)     S/(000)     S/(000)  
                         
Cash on hand
   
1,096
     
1,391
     
1,432
 
Cash at banks (b)
   
18,311
     
28,424
     
24,744
 
Short-term deposits (c)
   
30,000
     
50,400
     
98,435
 
Cash balances included in statements of cash flows
   
49,407
     
80,215
     
124,611
 

(b)
Cash at banks is denominated in local and foreign currencies, is deposited in domestic and foreign banks and is freely available. The cash at banks interest yield is based on daily bank deposit rates.

(c)
As of June 30, 2017, December 31, 2016 and June 30, 2016, the short-term deposits held in domestic banks were freely available and earned interest at the respective short-term market rates and have maturities of less than three months since its inception.
 
5

Notes to interim condensed consolidated financial statements (continued)
  4.
Trade and other receivables
As of June 30, 2017 and December 31, 2016 this caption mainly includes trade receivables, value-added tax credit (VAT), interest receivables and tax refund receivable. In this specific case, according to the Company’s management and its legal advisor’s opinion, it is more likely than not that the subsidiary will recover these tax refunds, since it complied with all the formal and substantive requirements to obtain the VAT benefit. As a result, the Company’s management has concluded that there is no need to record a valuation allowance for this VAT credit.

  5.
Inventories
As of June 30, 2017 and December 31, 2016 includes goods and finished products, work in progress, raw materials and other supplies to be used in the production process.

  6.
Property, plant and equipment
During the three and six-month periods ended June 30, 2017 the additions of the Group amounted approximately to S/15,372,000 and S/19,120,000, respectively (S/33,372,000 and S/70,992,000 during the three and six-month periods ended June 30, 2016).

  7.
Trade and other payables
As of June 30, 2017 and December 31, 2016, this caption includes trade payables, interest and swap commissions, dividends among other minor payables. As of June 30, 2017 dividends payable amounted to S/4,697,000 (S/5,070,000 as of December 31, 2016). In order to comply with Peruvian law requirements, S/189,000 corresponding to dividends payable with aging greater than ten years were capitalized and recorded in the legal reserve caption, in equity.

  8.
Provisions
As of June 30, 2017 and December 31, 2016, this caption includes workers’ profit sharing, long-term incentive plan and rehabilitation provision.

The decrease in this caption mainly corresponds to the payment of employee shares and a portion of the long-term incentive plan, these payments were made during the first and second quarter of 2017, respectively.

  9.
Income tax
The Company calculates income tax expense of the period using the tax rate that would be applicable to the expected total annual earnings.

6

Notes to interim condensed consolidated financial statements (continued)
The major components of the income tax expense in the interim condensed consolidated statement of profit or loss and statement of other comprehensive income are:

   
For the three-month periods ended
June 30,
   
For the six-month
periods ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Current income tax expense
   
(4,113
)
   
(16,272
)
   
(21,756
)
   
(30,316
)
Deferred income tax
   
(4,544
)
   
371
     
1,078
     
1,318
 
Income tax expense recognized in the consolidated statements of profit or loss
   
(8,657
)
   
(15,901
)
   
(20,678
)
   
(28,998
)
Income tax recognized in other comprehensive income
   
2,628
     
5,750
     
140
     
(924
)
Income tax recognized on equity
   
-
     
-
     
2,253
     
-
 
Total income tax
   
(6,029
)
   
(10,151
)
   
(18,285
)
   
(29,922
)

Following is the composition of deferred tax related to items recognized in OCI:

   
For the three-month periods ended
June 30,
   
For the six-month
periods ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Unrealized gain (loss) on available-for-sale financial investments
   
18
     
(17
)
   
15
     
(54
)
Unrealized gain (loss) on derivative financial instruments
   
2,610
     
5,767
     
125
     
(870
)
                                 
Total deferred income tax in OCI
   
2,628
     
5,750
     
140
     
(924
)

10.
Related party transactions
During the six-months periods ended June 30, 2017 and 2016, the Group carried out the following main transactions with Inversiones ASPI S.A. and its related parties:

7

Notes to interim condensed consolidated financial statements (continued)
   
For the three-month periods
ended June 30,
   
For the six-month periods
ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Income
                               
Inversiones ASPI S.A.
                               
Fees from office lease
   
3
     
3
     
6
     
6
 
Fees for management and administrative services
   
153
     
273
     
397
     
547
 
                                 
Servicios Corporativos Pacasmayo S.A.C. (Sercopa)
                               
Fees from office lease
   
2
     
3
     
5
     
6
 
Fees for management and administrative services
   
1
     
2
     
4
     
4
 
                                 
Compañía Minera Ares S.A.C. (Ares)
                               
Fees from land rental services
   
84
     
85
     
168
     
174
 
Fees from leasing of parking
   
79
     
80
     
158
     
164
 
                                 
Fosfatos del Pacífico S.A. (Fospac)
                               
Fees from office lease
   
86
     
-
     
112
     
-
 
Fees for management and administrative services
   
537
     
-
     
721
     
-
 
                                 
Fossal S.A.A.  (Fossal)
                               
Fees from office lease
   
3
     
-
     
10
     
-
 
Fees for management and administrative services
   
12
     
-
     
16
     
-
 
                                 
Expense
                               
Security services provided by Compañía Minera Ares S.A.C.
   
137
     
285
     
411
     
542
 

As a result of these and other transactions, the Group had the following rights and obligations with Inversiones ASPI S.A. and its related parties as of June 30, 2017 and December 31, 2016:

   
June 30, 2017
   
December 31, 2016
 
   
Accounts
receivable
   
Accounts
payable
   
Accounts
receivable
   
Accounts
payable
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Fosfatos del Pacífico S.A.
   
1,398
     
-
     
-
     
-
 
Inversiones ASPI S.A.
   
332
     
-
     
109
     
-
 
Others
   
516
     
-
     
595
     
-
 
                                 
     
2,246
     
-
     
704
     
-
 

Outstanding balances are unsecured and interest free. There have been no guarantees provided or received from any related party receivables or payables. For the periods ended June 30, 2017 and December 31, 2016, the Group has not recorded any impairment of receivables from related parties. This assessment is undertaken each financial year by examining the financial position of the related party.

8

Notes to interim condensed consolidated financial statements (continued)
 
Compensation of key management personnel of the Group -
The compensation paid to key management personnel includes expenses for profit-sharing, compensation and other concepts for members of the Board of Directors and the key management. The total short term compensations expense amounted to S/5,186,000 y S/10,210,000 during the three and six-month periods ended June 30, 2017, respectively (S/4,657,000  and  S/9,338,000 during the three and six-month periods ended June 30, 2016) , and the total long term compensations expense amounted to a S/2,851,000 y S/5,701,000 during the three and six-month periods ended June 30, 2017,respectively (S/2,518,000 and  S/4,744,000 during the three and six-month periods ended June 30, 2016).  The Company does not compensate Management with post-employment or contract termination benefits or share-based payments.

11.
Earnings per share (EPS)
Basic earnings per share amounts are calculated by dividing net profit for the six-month period ended June 30, 2017 and 2016 attributable to common shares and investment shares of the parent by the weighted average number of common and investment shares outstanding during those periods.

The Group has no dilutive potential common shares as of June 30, 2017 and 2016.

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

   
For the three-month periods
ended June 30,
   
For the six-month periods
ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Numerator
                               
Net profit from continuing operations attributable to ordinary equity holders of the Parent
   
21,413
     
34,203
     
44,107
     
63,665
 
Net loss from discontinued operations attributable to ordinary equity holders of the Parent.
   
-
     
(1,718
)
   
(389
)
   
(2,721
)
Net profit attributable to ordinary equity holders of the Parent
   
21,413
     
32,485
     
43,718
     
60,944
 
 
   
For the three-month periods
ended June 30,
   
For the six-month periods
ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
Thousands
   
Thousands
   
Thousands
   
Thousands
 
                         
Denominator
                       
Weighted average number of common and investment shares
   
428,106
     
544,687
     
464,517
     
544,687
 
9

Notes to interim condensed consolidated financial statements (continued)
 
   
For the three-month periods
ended June 30,
   
For the six-month periods
ended June 30,
 
   
2017
   
2016
   
2017
   
2016
 
    S/    
S/
    S/     S/  
                                 
Basic and diluted profit for common and investment shares from continuing operations
   
0.05
     
0.07
     
0.10
     
0.12
 
Basic and diluted loss for common and investment shares from discontinued operations
   
(0.00
)
   
(0.01
)
   
(0.01
)
   
(0.01
)
Basic and diluted profit for common and investment shares from continuing and discontinued operations
   
0.05
     
0.06
     
0.09
     
0.11
 

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

12.
Financial instruments
(a)
Financial asset and liabilities –
Financial assets –

   
As of
June 30,
2017
   
As of
December 31,
2016
 
    S/(000)     S/(000)  
                 
Financial instruments at fair value through of other comprehensive income
               
   Derivative financial instruments (cross currency swaps)
   
41,338
     
69,912
 
Total cash flow hedge
   
41,338
     
69,912
 
                 
Available-for-sale financial investments at fair value through other comprehensive income
               
Quoted equity shares
   
605
     
657
 
Total available-for-sale investments
   
605
     
657
 
                 
Total financial assets at fair value
   
41,943
     
70,569
 

Financial instruments at fair value through other comprehensive income reflect the positive change in fair value of cross currency swap contracts, designated as cash flow hedges to hedge the Senior Notes balance denominated in US dollars.

10

Notes to interim condensed consolidated financial statements (continued)
Except cash flow hedge and available-for-sale investments, all financial assets which included cash and cash equivalents and trade and other receivables, are classified in the category of loans and receivables, are non-derivative financial assets carried at amortized cost and generate a fixed or variable interest income for the Group. The carrying value may be affected by changes in the credit risk of the counterparties. In the case of investments available for sale without public listing, the Company has opted to value them at acquisition cost in accordance with IAS 39, as of June 30, 2017, the carrying value of these investments amounts to S/21,206,000.

Financial liabilities -
All financial liabilities of the Group including trade and other payables and interest-bearing loans and borrowings are classified as loans and borrowings and are carried at amortized cost.

(b)
Hedging activities and derivatives -
Cash flow hedges -
Foreign currency risk -
As of June 30, 2017 the Group maintain Cross currency swap contracts for a notional amount of US$300,000,000, which are measured at fair value through other comprehensive income and designated as hedging instruments in cash flows hedges of Senior Notes denominated in US dollars.

The cross currency swap contracts balances vary with the level of expected forward exchange rates.

   
As of June 30, 2017
 
   
Assets
   
Liabilities
 
    S/(000)     S/(000)  
Cross currency swap contracts designated as hedging instruments
               
Fair value
   
41,338
     
-
 
                 
     
41,338
     
-
 

   
As of December 31, 2016
 
   
Assets
   
Liabilities
 
    S/(000)     S/(000)  
Cross currency swap contracts designated as hedging instruments
               
Fair value
   
69,912
     
-
 
                 
     
69,912
     
-
 

11

Notes to interim condensed consolidated financial statements (continued)
The terms of the cross currency swaps contracts match the terms of the related Senior Notes.
The cash flow hedge of the expected future payments was assessed to be highly effective and an unrealized loss of S/8,846,000 and S/423,000 for the three and six-month periods ended June 30, 2017; respectively (unrealized loss of S/22,184,000 and a unrealized gain of S/3,343,000 for the three and six-month periods ended June 30, 2016, respectively) is included in other comprehensive income.  The amounts retained in other comprehensive income as of June 30, 2017 are expected to mature and affect the consolidated statement of profit or loss on 2023.

(c)
Fair values –
Set out below is a comparison of the carrying amounts and fair values of financial instruments as of June 30, 2017 and December 31, 2016:

   
Carrying amount
   
Fair value
 
   
2017
   
2016
   
2017
   
2016
 
    S/(000)     S/(000)     S/(000)     S/(000)  
                                 
Financial assets
                               
Derivatives financial assets – Cross currency swaps
   
41,338
     
69,912
     
41,338
     
69,912
 
Available-for -sale financial investments
   
605
     
657
     
605
     
657
 
Total financial assets – non – current
   
41,943
     
70,569
     
41,943
     
70,569
 
Financial liabilities
                               
Financial obligations:
                               
Senior Notes
   
967,469
     
998,148
     
1,000,727
     
1,012,607
 
                                 
Total financial liabilities
   
967,469
     
998,148
     
1,000,727
     
1,012,607
 

Management assessed that cash and term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts due to short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair values:

-
The fair value of cross currency swaps is measured by using valuation techniques where inputs are based on market data.  The most frequently applied valuation techniques include swap valuation models, using present value calculations. The models incorporate various inputs, including the credit quality of counterparties, foreign exchange, forward rates and interest rate curves.
12

Notes to interim condensed consolidated financial statements (continued)
 
A credit valuation adjustment (CVA) is applied to the “Over-The-Counter” derivative exposures to take into account the counterparty’s risk of default when measuring the fair value of the derivative.  CVA is the mark-to market cost of protection required to hedge credit risk from counterparties in this type of derivatives portfolio.  CVA is calculated by multiplying the probability of default (PD), the loss given default (LGD) and the expected exposure (EE) at the time of default.

A debit valuation adjustment (DVA) is applied to incorporate the Group’s own credit risk in the fair value of derivatives (that is the risk that the Group might default on its contractual obligations), using the same methodology as for CVA.

-
The fair value of the quoted senior notes is based on price quotations at the reporting date, net of issuance costs.  The Group has not unquoted liability instruments for which fair value is disclosed as of June 30, 2017 and December 31, 2016.

-
Fair value of available-for-sale investments is derived from quoted market prices in active markets, except for Fossal S.A.A which are carried out at cost in accordance with the criteria established in IAS 39.

(d)
Fair value hierarchy-
All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, as follows:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The following table provides the fair value measurement hierarchy of the Group´s assets and liabilities.

13

Notes to interim condensed consolidated financial statements (continued)
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of
June 30, 2017 –

   
Fair value measurement using
 
   
Total
   
Quoted prices in active markets
(Level 1)
   
Significant observable inputs
(Level 2)
 
    S/(000)     S/(000)     S/(000)  
                         
Assets measured at fair value:
                       
Derivative financial assets:
                       
   Cross currency swaps
   
41,338
     
-
     
41,338
 
Available-for-sale financial investments:
                       
   Quoted equity shares
   
605
     
605
     
-
 
Total financial assets
   
41,943
     
605
     
41,338
 
                         
Liabilities for which fair values are disclosed:
                       
  Senior Notes
   
1,000,727
     
1,000,727
     
-
 
Total financial liabilities
   
1,000,727
     
1,000,727
     
-
 

There were no assets or liabilities measured or disclosed at fair value using significant unobservable inputs (Level 3).

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2016 –

   
Fair value measurement using
 
   
Total
   
Quoted prices in active markets
(Level 1)
   
Significant observable inputs
(Level 2)
 
    S/(000)     S/(000)     S/(000)  
                         
Assets measured at fair value:
                       
Derivative financial assets:
                       
   Cross currency swaps
   
69,912
     
-
     
69,912
 
Available-for-sale financial investments:
                       
   Quoted equity shares
   
657
     
657
     
-
 
Total financial assets
   
70,569
     
657
     
69,912
 
Liabilities for which fair values are disclosed:
                       
  Senior Notes
   
1,012,607
     
1,012,607
     
-
 
Total financial liabilities
   
1,012,607
     
1,012,607
     
-
 

There were no assets or liabilities measured or disclosed at fair value using significant unobservable inputs (Level 3).
Risk management activities-
As a result of its activities, the Group is exposed to foreign currency risk therefore the Company has acquired hedge financial instruments to mitigate that risk. Since November, 2014 the Group uses cross currency swaps to hedge the foreign currency risk of the Senior Notes denominated in US dollars. During the six-month period ended June 30, 2017 was a moderate volatility in the US Dollar exchange rate against the Sol which effects were partially mitigated by the cross currency swaps hedge signed by the Company.

14

Notes to interim condensed consolidated financial statements (continued)
 
As of June 30, 2017 and December 31, 2016, except for the financial instruments (cross currency swaps) signed by the Company to hedge the foreign currency risk of its Senior Notes, the Group had no other financial instruments to hedge its foreign exchange risk, interest rates or market price (purchase price of coal) fluctuations.

13.
Commitments and contingencies
Operating lease commitments – Group as lessor
As of June 30, 2017, the Company, as lessor, has a land lease with Compañía Minera Ares S.A.C. a related party of Inversiones ASPI S.A. This lease is annually renewable and for the three and six-month periods ended June 30, 2017 provided an income of S/84,000 and S/168,000 respectively (S/85,000 and S/174,000 for the three and six-months ended June 30, 2016, respectively).

Capital commitments
As of June 30, 2017, the Group had the following main commitments:

-
Commitment of capital contribution, if developed, on brine Project up to US$100,000,000. In connection with this commitment, as of June 30, 2017 the Group has made contributions for S/58,360,800.

Other commitments
-
The Group maintains long-term electricity supply agreements which billings are determined taking into consideration consumption of electricity and other market variables.

-
Since July 2015, the Group has a five-year period natural gas supply agreement for a cement plant located in Piura, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption. As of June 30, 2017, the Group has accomplished the requirements established in this agreement.

Environmental matters
The Group 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, 2016.

Tax situation
The Company is subject to Peruvian tax law. As of June 30, 2017, the income tax rate is 29.5 percent (28 percent as of December 31, 2016 and June 30, 2016) of the taxable profit after deducting employee participation, which is calculated at a rate of 8 to 10 percent of the taxable income.
According to Legislative Decree No.1261, issued in December 2016, the income tax rate for 2017 onwards is 29.5 percent of the taxable profit after deducting employee participation, and the additional tax on dividend income is 5 percent, applicable to earnings generated from 2017 onwards. This Legislative Decree replaces Law No.30296, which established a 27 percent income tax rate for the years 2017 and 2018, and of 26 percent for the year 2019 onwards, as well an additional tax on dividend income of 8 percent for the years 2017 and 2018, and of 9.3 percent for 2019 onwards.

For purposes of determining income tax, transfer pricing transactions with related companies and companies resident in territories with low or no taxation, must be supported with documentation and information on the valuation methods used and the criteria considered for determination. Based on the analysis of operations of the Group, Management and its legal advisors believe that as a result of the application of these standards will not result in significant contingencies for the Group as of June 30, 2017.

15

Notes to interim condensed consolidated financial statements (continued)
 
During the four years after the year tax returns filing, 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.
2012-2016
2013-2016
Cementos Selva S.A.
2012-2013/2015-2016
2013-2016
Distribuidora Norte Pacasmayo S.R.L.
2012-2013/2015-2016
2013-2016
Empresa de Transmisión Guadalupe S.A.C.
2012-2016
2013-2016
Salmueras Sudamericanas S.A.
2012-2016
2013-2016
Calizas del Norte S.A.C. (on liquidation)
2013/2015-2016
2013-2016

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 condensed consolidated financial statements as of June 30, 2017 and the consolidated financial statements as of December 31, 2016.

Legal claim contingency
As of June 30, 2017, some third parties have commenced actions against the Group in relation with its operations, they claim a total amount of S/9,492,000. From this total amount, S/2,291,000  corresponded to labor claims from former employees; S/2,298,000 and S/4,904,000 is related to the tax assessments received from the tax administration corresponding to 2009 and 2010 tax period, which was reviewed by the tax authority during 2012 and 2013, respectively.

16

Notes to interim condensed consolidated financial statements (continued)
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.

Mining royalty
Third parties
In 2007, The Company signed an agreement with Activos Mineros S.A.C., Fundación Comunal San Martin de Sechura with the participation of Pro Inversión related to the use of the Bayovar concession 4, which contains seashells. As part of this agreement, the Company is required to pay to Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. an equivalent amount to US$5.1 to each of them per metric ton of calcareous extracted. The annual royalty may not be less than the equivalent to 40,000 metric tons.

In December 2013, the Company signed an agreement with a third party, related to the use of the Virrilá concession, to carry out other non-metallic mining activities.  This agreement has a term of maturity of 30 years, with fixed annual payments of US$600,000 for the first three years and variables to the rest of the contract. As part of this agreement, the Company is required to pay an equivalent amount of US$4.5 each for each metric tons of calcareous extracted; the annual royalty may not be less than the equivalent to 850,000 metric tons since the fourth year of production.

Interest-bearing loans and borrowings covenants
Senior Notes
In February 2013, the Company issued Senior Notes by US$300,000,000 with interest rate of 4.50% and maturity on 2023. During the six-month period ended as of June 30, 2017, the Senior Notes accrued interest for S/22,438,000 net of capitalization of interest (S/20,902,000 during the six-month period ended as of June 30, 2016).

In the case that the Company and Guarantee Subsidiaries requires to issue debt or equity instruments or merges with another company, dispose or rent significant assets, the Senior Notes will activate the following covenants, calculated on the Company and Guarantee Subsidiaries annual consolidated financial statements:

-
The fixed charge covenant ratio would be at least 2.5 to 1.
-
The consolidated debt-to-EBITDA ratio would be no greater than 3.5 to 1.

As of June 30, 2017, the Company has not entered in any of the operations previously mentioned.
17

Notes to interim condensed consolidated financial statements (continued)
 
14.
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 similar manner to transactions with third parties.

   
Revenues from
external customers
   
Gross margin
   
Profit (loss) before
income tax
   
Income tax
   
Net income from continuing operations
 
Net loss from discontinued operations
 
Profit for the period
 
   
June 30,
2017
   
June 30,
2016
   
June 30,
2017
   
June 30,
2016
   
June 30,
2017
 
June 30,
2016
 
June 30,
2017
   
June 30,
2016
   
June 30,
2017
 
June 30,
2016
 
June 30,
2017
 
June 30,
2016
 
June 30,
2017
 
June 30,
2016
    S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)  
                                                                                                                 
For the three-month periods ended
                                                                                                               
Cement, concrete and blocks
   
247,632
     
265,527
     
106,771
     
121,870
     
32,552
     
49,720
     
(9,428
)
   
(16,111
)
   
23,124
     
33,609
     
-
     
-
     
23,124
     
33,609
 
Construction supplies
   
15,858
     
13,593
     
221
     
446
     
(759
)
   
(184
)
   
238
     
64
     
(522
)
   
(120
)
   
-
     
-
     
(522
)
   
(120
)
Quicklime
   
19,361
     
22,387
     
3,229
     
5,922
     
(897
)
   
1,574
     
264
     
(503
)
   
(632
)
   
1,071
     
-
     
-
     
(632
)
   
1,071
 
Other
   
4
     
(500
)
   
(47
)
   
(157
)
   
(975
)
   
(1,196
)
   
269
     
649
     
(706
)
   
(547
)
   
-
     
(2,709
)
   
(706
)
   
(3,256
)
                                                                                                                 
Consolidated
   
282,855
     
301,007
     
110,174
     
128,081
     
29,921
     
49,914
     
(8,657
)
   
(15,901
)
   
21,264
     
34,013
     
-
     
(2,709
)
   
21,264
     
31,304
 
                                                                                                                 
For the six-month periods ended
                                                                                                               
Cement, concrete and blocks
   
493,251
     
544,021
     
215,328
     
232,450
     
69,712
     
92,845
     
(22,388
)
   
(29,379
)
   
47,324
     
63,466
     
-
     
-
     
47,324
     
63,466
 
Construction supplies
   
28,808
     
28,167
     
735
     
392
     
(992
)
   
(841
)
   
319
     
266
     
(674
)
   
(575
)
   
-
     
-
     
(674
)
   
(575
)
Quicklime
   
40,919
     
37,026
     
7,146
     
9,386
     
(1,767
)
   
2,089
     
567
     
(661
)
   
(1,199
)
   
1,428
     
-
     
-
     
(1,199
)
   
1,428
 
Other
   
6
     
561
     
(96
)
   
81
     
(2,566
)
   
(1,610
)
   
824
     
776
     
(1,742
)
   
(834
)
   
(754
)
   
(4,440
)
   
(2,496
)
   
(5,274
)
                                                                                                                 
Consolidated
   
562,984
     
609,775
     
223,113
     
242,309
     
64,387
     
92,483
     
(20,678
)
   
(28,998
)
   
43,709
     
63,485
     
(754
)
   
(4,440
)
   
42,955
     
59,045
 
18

Notes to interim condensed consolidated financial statements (continued)

   
Segment
assets
   
Other
assets
   
Assets held for distribution
   
Total
assets
   
Segment liabilities
   
Liabilities directly related to assets held for distribution
   
Total liabilities
 
    S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)     S/(000)  
                                                         
June 30, 2017
                                                       
Cement, concrete and blocks
   
2,615,892
     
41,338
     
-
     
2,657,230
     
1,251,204
     
-
     
1,251,204
 
Construction supplies
   
29,269
     
-
     
-
     
29,269
     
22,207
     
-
     
22,207
 
Quicklime
   
119,929
     
-
     
-
     
119,929
     
-
     
-
     
-
 
Other
   
85,203
     
21,811
     
-
     
107,014
     
1,158
     
-
     
1,158
 
                                                         
Consolidated
   
2,850,293
     
63,149
     
-
     
2,913,442
     
1,274,569
     
-
     
1,274,569
 
                                                         
December 31, 2016
                                                       
Cement, concrete and blocks
   
2,678,871
     
69,912
     
-
     
2,748,783
     
1,316,144
     
-
     
1,316,144
 
Construction supplies
   
27,652
     
-
     
-
     
27,652
     
20,760
     
-
     
20,760
 
Quicklime
   
122,446
     
-
     
-
     
122,446
     
-
     
-
     
-
 
Other
   
82,674
     
657
     
338,411
     
421,742
     
986
     
2,704
     
3,690
 
                                                         
Consolidated
   
2,911,643
     
70,569
     
338,411
     
3,320,623
     
1,337,890
     
2,704
     
1,340,594
 
19

Notes to interim condensed consolidated financial statements (continued)
 
During the six-month period ended June 30, 2017 and 2016 there were no inter-segment revenues.

The “other” line includes activities that do not meet individually the threshold for disclosure under IFRS 8.13 and represent non-material operations of the Group.

Other assets
As of June 30, 2017 corresponds to the available-for-sale investments caption by S/21,811,000 and fair value of financial derivative instruments (cross currency swaps) for S/41,338,000 (S/657,000 and S/69,912,000, respectively as of December 31, 2016). Fair value of financial derivative instruments is allocated to cement segment, and available for sale financial investments are not allocated to any segment.

Geographic information
All revenues are from Peruvian clients.

As of June 30, 2017 and December 31, 2016, all non-current assets are located in Peru.
 
 
20