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Cementos Progreso, S.A.

, Subsidiaries and Related Companies

Condensed Combined
Interim Financial Statements
September 30, 2015

Cementos Progreso, S.A., Subsidiaries and Related Companies

Content
Condensed Combined Statement of Financial Position
Condensed Combined Statement of Income
Condensed Combined Statement of Comprehensive Income
Condensed Combined Statement of Shareholders Equity
Condensed Combined Statement of Cash Flows
Notes to the Condensed Combined Financial Statements

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Financial Position


As of September 30, 2015 and December 31, 2014
(Expressed in US dollars)
September 30,
2015
US$

December 31,
2014
US$

43,517,447
807,762
64,740,799
49,803,889
698,647
159,568,544

80,378,791
1,368,746
51,846,177
53,195,727
2,969,146
189,758,587

1,394,707,266
28,654,251
1,423,361,517
1,582,930,061

1,257,310,508
28,563,022
1,285,873,530
1,475,632,117

Assets
Current:
Cash and cash equivalents (note 1)
Held-to-maturity investments (note 2)
Accounts receivable, net
Inventories, net
Prepaid expenses
Total current assets
Non-current:
Property, plant and equipment, net (note 3)
Other assets, net (note 4)
Total non-current assets

(Continued)

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Financial Position


As of September 30, 2015 and December 31, 2014
(Expressed in US dollars)
September 30,
2015
US$

December 31,
2014
US$

Current liabilities:
Current portion of long-term debt (note 6)
Accounts payable and accrued expenses
Financial lease operations - current portion
Dividends payable
Income tax payable
Total current liabilities

4,886,267
88,972,770
798,884
19,996,013
4,910,320
119,564,254

5,778,252
72,413,185
755,623
5,041,601
83,988,661

Non-current liabilities:
Long-term bank loans and notes payable, less
current portion (note 6)
Financial lease operations, less current portion
Provision for indemnities (note 7)
Deferred tax liability
Total non-current liabilities
Total liabilities

524,107,640
2,415,082
16,471,872
2,384,620
545,379,214
664,943,468

539,974,187
3,046,044
15,947,213
1,284,132
560,251,576
644,240,237

74,198,560
75,836,141
419,926,263
43,949,809
(65,320)
296,911,934
2,488,819

74,198,560
75,836,141
430,531,389
43,949,809
191,422,992
11,127,420

Liabilities and Shareholders Equity

Shareholders equity:
Paid-in capital (note 8)
Share premium
Revaluation surplus
Legal reserve
Hedging reserve
Retained earnings
Cumulative translation adjustment
Equity attributable to shareholders
of the Group
Non-controlling interest
Total equity
Commitments and contingencies (note 9)

913,246,206
4,740,387
917,986,593
1,582,930,061

827,066,311
4,325,569
831,391,880
1,475,632,117

See notes accompanying the condensed combined interim financial statements.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Income


For the nine-month periods ended September 30, 2015 and 2014
(Expressed in US dollars)
September 30,
2015
US$

September 30,
2014
US$

471,175,481
(269,785,765)
201,389,716

398,050,781
(227,007,264)
171,043,517

Gain on disposal of fixed assets


Administrative and selling expenses (note 10)
Operating profit

1,418,733
(44,729,262)
158,079,187

2,295,105
(38,620,185)
134,718,437

Finance income
Finance costs
Net finance costs
Profit before income tax

814,400
(5,124,878)
(4,310,478)
153,768,709

1,625,432
(4,397,214)
(2,771,782)
131,946,655

(30,908,543)
72,512
(30,836,031)
122,932,678

(27,847,519)
176,164
(27,671,355)
104,275,300

122,603,840
328,838
122,932,678

103,977,403
297,897
104,275,300

Net sales
Cost of sales
Gross profit

Income tax (note 11)


Current
Deferred benefit
Net profit for the period
Attributable to:
Group shareholders
Non-controlling interest
Net profit for the period

See notes accompanying the condensed combined interim financial statements.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Comprehensive Income


For the nine-month periods ended September 30, 2015 and 2014
(Expressed in US dollars)

Net profit for the period


Other comprehensive income for the period
Changes in fair value of hedge contracts
Depreciation for the period of revalued equipment
transferred to non-controlling interest
Increase in revaluation surplus
Foreign currency translation effect
Total other comprehensive income for the
period
Total comprehensive income for the period
Attributable to:
Group shareholders
Non-controlling interest
Total comprehensive income for the period

September 30,
2015
US$

September 30,
2014
US$

122,932,678

104,275,300

(65,320)

63,102

(69,201)
3,402,949
(8,614,236)

16,415,394

(5,345,808)
117,586,870

16,478,496
120,753,796

116,179,895
1,406,975
117,586,870

120,356,964
396,832
120,753,796

See notes accompanying the condensed combined interim financial statements.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Shareholders Equity


For the nine-month periods ended September 30, 2015 and 2014
(Expressed in US dollars)

Balance at January 1, 2015


Comprehensive income for
the period
Net profit for the period
Other comprehensive income
for the period
Depreciation for the period of
revalued equipment
transferred to retained
earnings and to noncontrolling interest
Reserve for valuation of
hedging instruments
Increase in revaluation
surplus
Foreign currency translation
differences for the period
Total other comprehensive
income
Total comprehensive income
for the period
Transactions with owners
recognized directly in
equity
Declared dividends
Balance at September 30, 2015

Paid-in
capital
US$

Share
premium
US$

Revaluation
surplus
US$

Hedging
reserve
US$

Legal
reserve
US$

Retained
earnings
US$

Cumulative
translation
adjustment
US$

Total
US$

74,198,560

75,836,141

430,531,389

43,949,809

191,422,992

11,127,420

827,066,311

4,325,569

831,391,880

122,603,840

122,603,840

328,838

122,932,678

12,885,102

(69,201)

(69,201)

(10,605,126)

74,198,560

75,836,141

419,926,263

(12,885,102)
2,279,976

(10,605,126)

(65,320)

Noncontrolling
interest
US$

Total
equity
US$

(65,320)

2,279,976

1,122,973

3,402,949

(8,638,601)

(8,638,601)

24,365

(8,614,236)

(8,638,601)

(6,423,945)

1,078,137

(5,345,808)

(8,638,601) 116,179,895

1,406,975

117,586,870

(30,000,000)

(992,157)

(30,992,157)

913,246,206

4,740,387

917,986,593

(65,320)

12,885,102

(65,320)

135,488,942

(30,000,000)

(65,320) 43,949,809 296,911,934

2,488,819

(65,320)

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Shareholders Equity

Balance at January 1, 2014


Comprehensive income for
the period
Net profit for the period
Other comprehensive income
for the period
Depreciation of the period of
revalued equipment
transferred to Retained
earnings
Reserve for valuation of
hedging instruments
Foreign currency translation
differences for the period
Total other comprehensive
income
Total comprehensive income
for the period
Transactions with owners
recognized directly in
equity
Declared dividends
Balance at September 30, 2014

Paid-in
capital
US$

Share
premium
US$

Revaluation
surplus
US$

74,198,560

75,836,141

447,524,193

74,198,560

Hedging
reserve
US$

Legal
reserve
US$

(63,102) 43,738,474

Retained
earnings
US$

Cumulative
translation
adjustment
US$

Total
US$

61,718,638 (13,061,148) 689,891,756

Noncontrolling
interest
US$

Total
equity
US$

4,226,461

694,118,217

297,897

104,275,300

103,977,403

103,977,403

12,802,657

63,102

63,102

63,102

16,316,459

16,316,459

98,935

16,415,394

(12,802,657)

63,102

12,802,657

16,316,459

16,379,561

98,935

16,478,496

(12,802,657)

63,102

116,780,060

16,316,459

120,356,964

396,832

120,753,796

75,836,141

434,721,536

(12,802,657)

(30,000,000)
43,738,474 148,498,698

(30,000,000)
3,255,311 780,248,720

(208,832) (30,208,832)
4,414,461 784,663,181

See notes accompanying the condensed combined interim financial statements.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Cash Flows


For the nine-month periods ended September 30, 2015 and 2014
(Expressed in US dollars)

Cash flows from operating activities:


Net profit for the period
Reconciliation items between net profit for the
period and net cash provided by operating activities:
Depreciation
Provision for income tax
Interest expense
Provision for indemnities
Provision for obsolescence of inventories
Foreign currency exchange rate unrealized gains
Provision for doubtful accounts
Gain on disposal of fixed assets
Deferred income tax benefit, net
Net changes in assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses
Other assets
Accounts payable and accrued expenses
Payments of labor indemnities
Income tax payments
Net cash flows provided by operating activities
Cash flows from investing activities:
Purchases of property, plant and equipment
Stripping and site restoration costs
Acquisition of subsidiary, net of cash acquired
Held-to-maturity investments
Proceeds from sale of property, plant and
equipment
Net cash flows used in investing activities

September 30,
2015
US$

September 30,
2014
US$

122,932,678

104,275,300

26,470,640
30,908,543
3,360,744
3,344,572
208,929
330,629
240,268
(1,418,733)
(72,512)
186,305,758

22,441,895
27,847,519
3,429,724
2,397,504
1,544,020
(1,693,667)
295,981
(2,295,105)
(176,164)
158,067,007

(16,524,705)
2,643,395
2,245,120
(203,630)
6,611,067
(2,652,469)
(7,881,222)
(28,160,461)
150,264,075

7,042,433
(911,639)
2,341,430
(258,941)
(3,892,630)
(1,992,511)
2,328,142
(25,457,863)
134,937,286

(158,373,722)
(564,356)
560,984

(104,294,011)
(203,032)
(18,517,597)
(17,360)

2,139,860
(156,237,234)

2,710,923
(120,321,077)
(Continued)

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Cash Flows

Cash flows from financing activities:


Payments of bank loans
Dividends paid
Finance leasing operations
Interest paid
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of period

September 30,
2015
US$

September 30,
2014
US$

(15,336,006)
(10,992,157)
(549,930)
(3,360,744)
(30,238,837)
(36,211,996)
80,378,791
(649,348)
43,517,447

(1,528,161)
(30,208,832)
(232,296)
(3,429,724)
(35,399,013)
(20,782,804)
111,426,629
2,244,024
92,887,849

Non-monetary transactions
September 30, 2015
The account constructions in process had a net increase of US$18,084,578 as follows:
(1) an increase of US$8,616,855 due to capitalized interest on loans used to finance
the construction of a new cement plant, (2) an increase of US$3,603,055 due to the
exchange rate differential on foreign currency loans used to finance the construction
of a new cement plant, and (3) an increase of US$5,864,668 which is the amount that
at September 30, 2015 corresponds to the final payment of 7.5% of the import
turnkey contract price, to be paid as retention payment by Cementos Progreso to
ThyssenKrupp Industrial Solutions AG for the San Gabriel cement plant when the
Taking-Over Certificate has been signed by both parties (the date of the Taking-Over
Certificate is that when ThyssenKrupp has completed the Project and Cempro
acquires responsibility for the plant).

Plant and equipment increased by US$4,600,986 with a corresponding credit to


revaluation surplus, as a result of the revaluation of equipment of the subsidiary Sacos
del Atlntico, S.A., used to produce paper sacks to bag cement, lime, and dry mix
products. At the same time, accumulated depreciation decreased by US$9,009,864,
related to the original cost of the revalued machinery.

Dividends for the amount of US$30,992,157 were declared to Group shareholders, of


which US$19,996,013 as of September 30, 2015 are pending to be paid at end of year.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Condensed Combined Statements of Cash Flows


September 30, 2014
The account constructions in process had a net decrease of US$2,432,686 as follows:
interest on loans used to finance the construction of a new cement plant increased by
US$5,254,662, and the exchange rate differential on foreign currency loans used to
finance the construction of a new cement plant decreased by US$7,687,348.

On August 2014, the Group acquired 100% of the shares and voting interest in
Agregs International Corporation and Subsidiaries (see note 5).

See notes accompanying the condensed combined interim financial statements.

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


1

Cash and Cash Equivalents

Cash:
In banks - local currency
In banks - foreign currency
On-hand
Total cash
Cash equivalents:
Ready instruments in Morgan Stanley and
Pitctet & CIE Banquiers that do not earn
interest.

September 30,
2015
US$

December 31,
2014
US$

15,981,005
27,408,671
112,615
43,502,291

24,487,412
55,763,509
112,497
80,363,418

15,156
43,517,447

15,373
80,378,791

Held-to-Maturity Investments
These investments are made up of fixed-term certificates of deposit, promissory
notes and mortgage certificates issued by depository institutions, which bear
annual interest rates between 6.25% and 6.75% and with original maturities
greater than 90 days.

10

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


3

Property, Plant and Equipment


Acquisition and disposal:
During the nine-month period ended September 30, 2015 the Group acquired
assets with a cost of US$172,834,533 (US$101,861,325 during the nine-month
period ended September 30, 2014). Additionally, assets with a net carrying
amount of US$4,864,740 were disposed of during the nine-month period ended
September 30, 2015 (US$6,965,100 during the nine-month period ended
September 30, 2014), resulting in a gain on disposal of assets of US$1,418,733 (a
gain of US$2,295,105 during the nine-month period ended September 30, 2014).
Reconciliation of carrying amount:
Nine-month
period ended
September 30,
2015
US$

Year ended
December 31,
2014
US$

Cost
Balance at beginning of period
Additions
Revaluations
Acquisition of subsidiary
Reclassifications
Write-downs
Effect of exchange rate fluctuations
Balance at end of period

1,417,573,994
172,834,533
4,600,986
(17,497,269)
(4,864,740)
(14,733,981)
1,557,913,523

1,208,246,060
152,205,518
37,503,361
(12,500,129)
(10,159,370)
42,278,554
1,417,573,994

Accumulated Depreciation
Balance at beginning of period
Depreciation
Acquisition of subsidiary
Reclassifications
Write-downs
Effect of exchange rate fluctuations
Balance at end of period

160,263,486
26,470,640
(17,497,269)
(4,144,391)
(1,886,209)
163,206,257

128,330,789
30,695,202
18,282,733
(12,500,129)
(9,185,252)
4,640,143
160,263,486

Carrying amounts
Balance at beginning of period
Balance at end of period

1,257,310,508
1,394,707,266

1,079,915,271
1,257,310,508

11

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Impairment loss:
Management of the Group considers there are no indications of impairment of
long-lived tangible and intangible assets and for that reason, no impairment losses
have been recognized in the condensed combined interim financial statements as
of and for the nine-month periods ended September 30, 2015 and 2014.
Capital commitments:
Contract signed with ThyssenKrupp Industrial Solutions AG (formerly known
as ThyssenKrupp Resource Technologies GmbH), a company incorporated in
Germany, for the execution of the works known as Proyecto de la Planta de
Cemento (Cement Plant Project), under a turnkey modality, which will operate
in the district of San Juan Sacatepquez, Department of Guatemala.
ThyssenKrupp will supply the plant or equipment, engineering, supervisory
services, civil works, structural works, mechanical assembly, electrical assembly,
transportation, commissioning tests, training of personnel and commissioning,
technical assistance with production, according to the terms, definitions and
conditions of the contract. The contract came into effect on June 5, 2008 with a
price of Eur114,655,000 plus US$345,517,500, for an approximate total amount
of US$517,500,000 at the reference exchange rate of 1.50 dollar/euro at the time.
On August 28, 2009 an amendment to the contract came into effect through which
by mutual agreement, the parties delayed the completion of the Project until 2015.
On July 31, 2013, the parties subscribed a further amendment to the contract,
whereby they agreed on a revised contract price and a new completion date. The
contract price is comprised of the amount that has been fully paid by Cempro and
the remaining amount to be paid for the execution and completion of the Project.
The agreed total contract price is Eur121,593,312 plus US$352,090,324. At
September 30, 2015 the price that has been fully paid is 95,751,504 plus
US$237,272,291. At September 30, 2015 the remaining price to be paid by
Cempro is 26,021,808 plus US$114,818,032.
The addendum dated July 31, 2013 came into force in August 2013 once Cempro
fulfilled the following conditions: (1) down payments made to ThyssenKrupp,
and (2) ThyssenKrupp having received irrevocable letters of credit to guarantee
the supply of equipment for the total amounts of Eur40,120,000 plus
US$44,178,600. The letters of credit were issued by Deutsche Bank AG New
York Branch. At September 30, 2015, the amounts outstanding under the Letters
of Credit are a total of Eur26,021,808 plus US$20,240,839.
As per the addendum to the contract dated July 31, 2013 the new cement plant
would come on line on February 24, 2017.

12

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


On February 28, 2015, Cempro and ThyssenKrupp mutually agreed to a further
amendment to the contract that came into force on March 15, 2015 whereby the
date of the first clinker is delayed to June 8, 2017. The due date for the issuance
of the Taking-Over Certificate is extended from February 24 to July 8, 2017. The
date of the Taking-Over Certificate is that when ThyssenKrupp has completed the
Project and Cempro acquires responsibility for the plant. The contract price
remains as it was agreed and defined in July 2013. Additionally, Cempro agrees
to pay ThyssenKrupp an additional price for incremental costs that result from
extending the project completion date: (a) Eur300,000 plus US$5,681,000, and
(b) additional costs that may not be determined beforehand and which will be
calculated by ThyssenKrupp once they have been incurred, if additional expenses
arise from incremental internal transportation costs of equipment and other
justifiable expenses derived from extending the project completion date.

Other Assets, net


The summary of this account is as follows:

Goodwill: (a)
Mezcladora, S.A.
Agregs International Corp. and
Subsidiaries (note 5)
Less: accumulated amortization
Effect from exchange rate fluctuations
Employees Solidarity Association (b)
Stripping costs, net
Advance for investments
Other

(a)

September 30,
2015
US$

December 31,
2014
US$

20,290,146

20,707,148

3,488,380
23,778,526
(3,099,525)
739,575
21,418,576

3,488,380
24,195,528
(3,106,072)
551,235
21,640,691

4,473,934
2,014,936
330,220
416,585
28,654,251

4,265,546
1,852,726
330,220
473,839
28,563,022

Impairment Test of Cash Generating Units that Include Goodwill


It is the Groups practice to subject the carrying amount of goodwill to
impairment tests annually or more frequently if there is any indication of
impairment.
For purposes of impairment testing, the goodwill is distributed to the
operative division that represents the smallest level within the Group, in
which it is distributed and monitored for internal management purposes.

13

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


An estimate was thus made of the recoverable amount of net assets
belonging to the cash generating units associated with the goodwill derived
from the acquisitions of the Concrete and Aggregates businesses, which
have been defined as the cash generating units (CGUs).
The recoverable amount of the cash generating units is determined by
calculating the value in use. Financial projections are made in Quetzales and
the calculations of the value in use are based on projections of established
cash flows, on the basis of actual and projected results of operation.
For subsequent periods, these cash flow projections are extrapolated to the
end of the useful life of the essential CGU asset, using a stable long-term
growth rate that does not exceed the total growth of the economy of the
country or the industry in which the cash generating unit operates. The
values assigned to the key assumptions represent the judgments and
expectations of management regarding the future trends of their business
and the market for products used in the construction industry.
Specifically, the value in use was determined by discounted cash flows
estimated for the continuous use of each cash generating unit. The
assumptions used by the Group in performing the goodwill impairment test
were the following:

Cash flows were projected in Quetzales and translated to US$.

The projection period comprehends a 10 year business plan from 2015


to 2024 for the Concrete and Aggregates CGUs.

The expected devaluation of the Quetzal in relation to the US dollar is


2% per annum on average for the valuation period (2015-2024).

The assumptions used in the cash flow projections and the discount rate
used to determine the value in use vary for each CGU.

The annual revenue growth assumption in US dollars, on average, for


the valuation period (2015-2024) is as follows: (a) Concrete 4%, and (b)
Aggregates 3%.

The annual projected gross margin, on average, for the valuation period
(2015-2024) is as follows: (a) Concrete 11%, and (b) Aggregates 28%.

14

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements

(b)

The value of the cash flows following 2024 was calculated by using a
terminal value. To calculate this value the cash flows were extrapolated
until the end of the useful life of the essential asset of the cash
generating unit (CGU). Also, a growth rate and a discount rate before
taxes were used in the calculation. In the long term, it is expected that
the cash flows will grow at a similar rate as the economy. Projections
for the growth of the Guatemalan economy were used for the
calculation of the long-term growth rate. The estimated cash flows were
discounted using a discount rate before taxes of: (a) Ready-mix
Concrete 12.7% and (b) Aggregates 11.7%.

The sensitivity analysis does not show a goodwill impairment for the
CGUs: (a) Concrete: using annual volume growths of 2.5%, 3.5% and
4.5% during the valuation period; and (b) Aggregates: using annual
volume growths of 1.7%, 2.7% and 3.7% during the valuation period.

According to this analysis, the estimated recovery value exceeds the


book value of the goodwill derived from the business combinations of
the Concrete and Aggregates CGUs. Therefore, the Groups
management concluded there is no goodwill impairment

The balance of this account refers to refundable contributions that the Group
makes to the Employee Solidarity Association, entity that in turn uses the
proceeds to offer financing to its members. The Association returns the
funds when the employees cease working for the Group. The Group uses
the funds to pay for the labor benefits that the employees have earned up
until their retirement date. Consequently, the balance of this account is
considered a restricted fund for the payment of labor liabilities (see note 7).

Acquisition of subsidiary
In August 2014, the Group acquired 100% of the shares and voting interest in
Agregs International Corporation and Subsidiaries (Agregs). As a result, the
Group obtained control of Agregs.

15

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


6

Bank Loans
The movement of bank loans during the period is the following:

Currency

Balance at
January 1,
2015
Repayments:
Unsecured
loans
Other
movements:
Translation
effect
Balance at
September 30,
2015

Average
interest
rate

Fair
Value
US$

Carrying
amount
US$

545,752,439

7.0% 10.0%

(15,336,006)

(15,336,006)

(1,422,526)
528,993,907

16

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


At September 30, 2015 and December 31, 2014 the maturity of bank loans is as
follows:

Current portion of long-term loans


Long-term portion of bank loans

September 30,
2015
US$

December 31,
2014
US$

4,886,267
524,107,640
528,993,907

5,778,252
539,974,187
545,752,439

The contractual amortizations of loans during the next years are as follows:

2015
US$
65,142

2016
US$
13,356,423

2017
US$
35,796,516

2018
and on
US$
479,775,826

Total
US$
528,993,907

17

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


The summary of bank loans at September 30, 2015 and December 31, 2014 is the
following

Financial entity

Currency Maturity

September
30, 2015
US$

December 31,
2014
US$

Long-term bank loans, less


current portion - Unsecured
Loans:
Cementos Progreso, S.A.
Deutsche Bank AG, London
Branch (a)
Loan syndicated by Banca de
Inversin Bancolombia (b)
Banco Industrial, S.A.
Banco G&T Continental, S.A.
Banco Agromercantil de
Guatemala, S.A.
Financiera Industrial, S.A.
Banco General, S.A.(Panam)

US$

11/06/2023 350,000,000

350,000,000

Q
Q

09/20/2021
09/20/2021

55,472,065
18,920,518

60,591,700
20,666,732

Q
Q
US$

09/20/2021
09/20/2021
09/20/2021

9,641,028
1,530,493
46,250,000

10,530,819
1,671,746
50,000,000

12/30/2023

40,127,522

40,543,654

Mezcladora, S.A.
Arrendamientos e Inversiones
San Miguel, S.A.

06/30/2018

2,377,686

4,146,510

Inversiones Salisbury, S.A.


Arrendamientos e Inversiones
San Miguel, S.A.

08/06/2018

1,514,553

1,678,349

05/01/2019

3,160,042

4,409,123

10/31/2017

Banco Industrial, S.A.

Agregados de Guatemala, S.A.


Banco G&T Continental, S.A.
Banco Agromercantil de
Guatemala, S.A.

Long-term bank loans


Less Current portion of long-term loans
Long-term portion of bank loans

528,993,907
(4,886,267)
524,107,640

1,513,806
545,752,439
(5,778,252)
539,974,187

18

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Following is a summary of the main terms stipulated in bank loan contracts:
(a)

On November 6, 2013, Cementos Progreso, S.A. (Cempro) obtained a


US$350,000,000 senior unsecured loan from Deutsche Bank AG, London
Branch (the Loan), guaranteed on a senior unsecured basis by Inversiones
Sampdoria, S.A. (Sampdoria) (the Loan Guarantee).
On the same date, the Cementos Progreso Trust (the Trust) issued 7.125%
Senior Notes due 2023, payable in US dollars. The net proceeds obtained
from the sale of the Notes were issued by the Trust to acquire a 100%
participation interest the Loan. Payments on the Notes are guaranteed on a
senior unsecured basis by Cempro and Sampdoria, pursuant to Note
Guarantees (the Note Guarantees).
The Loan, the Loan Guarantee and the Note Guarantees constitute general
senior unsecured obligations of Cempro and Sampdoria, as
applicable. The Loan, the Loan Guarantee and the Note Guarantees rank
pari passu in right of payment with all of Cempros and Sampdorias
existing and future senior unsecured indebtedness, except for liabilities
preferred under mandatory provisions of Guatemalan law.
The Loan agreement contains covenants that limit Cempros, Sampdorias
and their restricted subsidiaries ability to, among other things:
-

incur additional indebtedness if Cempro does not meet its Debt to


EBITDA ratios as described further below;

pay dividends on capital stock or redeem, repurchase or retire capital


stock or subordinated indebtedness if Cempro does not meet its Debt to
EBITDA ratios among other exceptions;

make investments excluding those permitted investments such as


investments in businesses in which Cempro and its Restricted
Subsidiaries were engaged at the time the Notes were issued, and any
business reasonably related, incidental, or complementary to Cempro;
also investments that are part of Cempros ordinary course of business
such as investments in cash equivalents, hedging agreements,
extensions of credit to customers, among other permitted investments;

create liens except for permitted liens;

create limitations on the ability of restricted subsidiaries to pay


dividends, make loans or transfer property to Cempro or Sampdoria;

19

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


-

engage in transactions with affiliates outside of the Groups ordinary


course of business and at terms that are not market;

sell assets, including capital stock of subsidiaries; or

consolidate, merge or transfer assets.

These covenants are subject to a number of important limitations and


exceptions. In particular, although the loan agreement contains restrictions
on the incurrence of additional debt, these restrictions are subject to a
number of important qualifications and exceptions, and the debt incurred
in compliance with these restrictions could be substantial. For example,
Cempro may incur debt if, on the date of incurrence, after giving effect to
the incurrence and receipt and application of the proceeds therefrom, the
Debt to EBITDA Ratio is no greater than (i) 3.75 to 1.00 prior to January
1, 2017, (ii) 3.50 to 1.00 from and after January 1, 2017 and prior to
January 1, 2018, (iii) 3.25 to 1.00 from and after January 1, 2018 and prior
to January 1, 2019, and (iv) 3.0 to 1.0 from and after January 1, 2019.
(b)

On September 20, 2011 Cementos Progreso, S.A. (Cempro) as Borrower,


and Inversiones Sampdoria, S.A. (Sampdoria) as Guarantor, subscribed a
ten-year syndicated bank loan with the participation of five financial
institutions (the Lenders). The Lenders are jointly: Banco Industrial, S.A.,
Financiera Industrial, S.A., Banco G&T Continental, S.A., Banco
Agromercantil de Guatemala, S.A., and Banco General, S.A. The loan
was structured and lead by Banca de Inversin Bancolombia. Banco
Industrial, S.A. is the administrative agent.
The loan has two tranches, a local currency tranche for an original amount
of Q710,000,000 plus a US dollar tranche for an original amount of
US$50,000,000.
Repayment:
The first principal payment is due on December 30, 2015. Principal will
be repaid as follows: 10% during the first year counted as of September
30, 2015; 20.7% during the second year; 20.7% during the third year;
20.7% during the fourth year; 20.7% during the fifth year; and 7.2% as of
the last payment of the fifth year counted from September 30, 2015 to
September 20, 2021. Principal payments are due quarterly every year
during the life of the loan.
On June 26, 2015 Cementos Progreso effected a prepayment (without
penalty) equivalent to a 7.5% of the original syndicated loan amount (to
both the US dollar and local currency tranches). As a result, the next
contractual maturity is due on September 30, 2016.

20

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Interest:
On the local currency (quetzales) tranche, interest is paid at an annual
variable interest rate called Tasa Activa Promedio Ponderada (TAPP
from its initials in Spanish) less 6.00%; or a minimum rate of 6.75% p.a.
during the life of the loan. TAPP means the weighted average lending rate
of local currency loans in the Guatemalan banking system. The interest
rate is set quarterly based on TAPP as published by Banco de Guatemala
(the Central Bank) in the website www.banguat.gob.gt on the first day of
the calendar quarter.
On the US dollar tranche, interest is paid at a variable rate of Libor +
3.75%; a minimum rate of 5.00% p.a. is applicable during the life of the
loan. The Libor rate is set on a quarterly basis and recorded the first day of
the calendar quarter.
Financial covenants:
These are measured based on the combined financial statements of the
Borrower and the Guarantor and their subsidiaries:
1) Leverage ratio: Financial Debt/EBITDA of the last 12 months will be
lesser or equal to 3.75 times on each measurement date.
2) Free cash flow debt service coverage ratio: cannot be lesser to 1.20
times on each measurement date. It will be measured only beginning
December 31, 2016 and thereafter during the life of the loan.
3) EBITDA debt service coverage ratio: EBITDA of the last 12 months
over the debt service will be equal or greater than 1.20 times on each
measurement date. It is measured only as of the date of the first
disbursement and up to June 30, 2016.
Financial covenants are measured semiannually during the life of the
Loan, that is, on June 30 and December 31 of each year.
Negative Pledge:
The Borrower is not allowed to pledge any of its assets, without prior
written approval from the Lenders.
The Groups management considers that at September 30, 2015, the companies
are in compliance with contractual clauses in credit agreements.

21

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


7

Provision for Indemnities


At September 30, 2015 and December 31, 2014, the obligation for labor
indemnities is covered as follows:
September 30,
2015
US$
Present value of the obligations
Assets and provisions that cover the obligation:
Employees Solidarity Association (a)
Provision for indemnities (b)
Total coverage of the obligation

December 31,
2014
US$

20,200,675

20,200,675

(4,473,934)
(16,471,872)
(20,945,806)

(4,265,546)
(15,947,213)
(20,212,759)

(a) The subsidiaries of the Group make refundable contributions to the


Employees Solidarity Association. Such contributions are restricted to
cover the payment of labor indemnities to employees of the Group (see note
4).
(b) The movement of the provision for indemnities for the nine-month periods
ended September 30, 2015 and 2014 is as follows:
September 30,
2015
2014
US$
US$
Balance at the beginning of period
Provisions
Acquisition of subsidiary
Payments
Effect of the exchange rate fluctuations
Balance at the end of period

(15,947,213)
(3,344,572)
2,652,469
167,444
(16,471,872)

(13,071,221)
(2,397,504)
(657,517)
1,992,511
(293,798)
(14,427,529)

The actuarial valuation of the provision for labor indemnities is based on the
mathematical-actuarial model especially designed and appropriate for this case,
using the Projected Credit Unit Method to measure the Groups obligations,
which consists of a set of formulas for calculation, biometric hypotheses and
financial hypotheses that overall constitute the technical basis on which the
actuarial valuation is based.
It was assumed that the Groups obligations for the payment of the indemnity to
each employee occur at the time that the worker retires. This obligation remains in
effect throughout the entire period of the workers labor activity until he/she
reaches maximum retirement age. The obligation to pay labor indemnities is
subject to following circumstances: dismissal, total and permanent disability,
death of the employee or reaching maximum retirement age.

22

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


The calculation was made on an individual basis for each of the persons on the
payroll at September 30, 2015 and 2014 respectively, considering their particular
characteristics, such as age, accumulated time of service, sex and average wages
during the last nine months, over-time and/or average commissions of the last
nine months, and the obligatory portion of the year-end and mid-year bonuses.
The actuarial hypotheses taken into consideration for purpose of the calculations
are the following:

Biometric basis
a) Mortality probability rates;
b) Probability rates of total and permanent incapacity; and
c) Probability rates of turnover or premature cessation of employment.

Financial rates
a) Wages growth rate during the period of labor activity of the employee
up to the date of eventual retirement from the company: 2%. This rate
is based on the assumption that future annual wage increases could be
in terms of the countrys estimated average inflationary index.
b)

Discount rate of future values to bring them to present value: 9%


annually. Management considers that these rates are still below the
rate of return on capital of the Group.

Maximum expected age of retirement: 65 years.

Paid-in Capital
The paid-in capital of the Group is made up of 4,389,001 common shares with par
value of Q100 per share (US$16.9055 per share translated at an average historical
exchange rate of Q5.91 = US$1.00).

Commitments, Endorsements and Guarantees and Contingencies


Commitments Other than Capital Commitments
Commitments of the Group other than Capital Commitments are substantially the
same as those disclosed in the annual combined financial statements as of and for
the year ended December 31, 2014.
Contingencies:
At September 30, 2015 there were claims in process made by the Superintendence
of Tax Administration (SAT for its initials in Spanish), through which this
authority notified some adjustments to income tax and value added tax returns and
to import duties and royalties of previous periods. Below are details of the
amounts of such additional tax claims plus the corresponding fines, without
including possible interests:

23

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Tax
Period

Tax

Present status

Tax
US$

Fine
US$

Total
US$

Pea Rubia, S.A.


2009
Royalties

Written response to hearing

184,969

184,969

Agregados de Guatemala, S.A.


2007
Income tax

Written response to hearing

166,064

40,768

206,832

Written response to hearing


Written response to hearing

152,326
109,355
612,714

152,326
109,355
302,449

304,652
218,710
915,163

Mezcladora, S.A.
2014
Income tax
2014
Value added tax
Total

The Group has presented defense arguments before the hearings that have been conferred and estimates that the claims
described above will be resolved in its favor.

24

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


10

Administrative and Selling Expenses


The administrative and selling expenses for the nine-month period ended
September 30, 2015 include non-recurring personnel reorganization expenses of
US$471,084.

11

Income Tax Expense


Income tax expense was recognized based on actual payments made by Cementos
Progreso, S.A. (7% on gross revenue for the nine-month periods ended September
30, 2015 and 2014) as well as on managements best estimate of the tax expected
to be paid by the remaining companies included in the condensed combined
interim financial statements, by applying the statutory tax rates to pre-tax income
of the interim period, plus the tax effect of non-taxable income and nondeductible expenses. The Groups combined effective tax rate for the nine-month
period ended September 30, 2015 was 19.6% (21.7% for the nine-month period
ended September 30, 2014).
The statutory income tax rates in force during the nine-month periods ended
September 30, 2015 and 2014 are detailed as follows:
September 30
2015
2014
Cementos Progreso, S.A. (percentage on gross
revenue)

7%

7%

Other companies included in the condensed


combined interim financial statements
(percentage on pre-tax income)

25%

28%

25

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


12

Balances and Transactions with Related Parties


Following are details of balances with uncombined related companies as of
September 30, 2015 and December 31, 2014; as well as the transactions with
these companies during the nine-month periods ended September 30, 2015 and
2014.

Accounts receivable:
Divisin DMC Guatemala, S.A.
Agromsa de Guatemala, S.A.
Grupo Progreso Ltd. S.A.
Senderos del Norte, S.A.
Inmobiliaria La Pedrera, S.A.
Foro Eventos, S.A.
Instituto del Cemento y Concreto de
Guatemala
Financiera San Miguel, S.A.
Inmobiliaria Alcobendas, S.A.
Consultora Integral Atlanta, S.A.
Vertical Investments International Corp.
Inverpit de Guatemala, S.A.
Other

Accounts payable:
CSC Progreso, S.A.
Grupo Cemcal, S.A.
Central Educativa, S.A.
Seguridad Industrial de Guatemala, S.A.
Comercializadora Electronova, S.A.
Other

September 30,
2015
US$

December 31,
2014
US$

4,192,534
852,653
183,850
149,959
105,267
72,055

2,478,279
718,179
96,424
115,910
37,723

48,832
46,978
132,762
5,784,890

45,363
187,281
220,131
139,364
51,274
35,218
4,125,146

416,909
141,774
45,367
6,426
6,963
617,439

33,570
68,638
5,574,775
12,581
5,689,564

26

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Transactions with related companies:
Nine-month periods
ended September 30,
2015
2014
US$
US$
Purchases:
Electricity
General and administrative services
Interest expense
Rent, hire lease
Raw material and finished goods
Sales:
Cement and lime
Computing services, transportation and other
Electricity
Raw material and finished goods

25,927,343
5,771,717
1,269,440
885,358
33,853,858

26,231,952
5,973,869
967,356
7,346,073
40,519,250

12,009,735
1,422,235
370,346
13,802,316

8,649,328
549,987
363,660
96,208
9,659,183

27

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


13

Combining Schedules of Financial Statements of Cementos Progreso, S.A., Subsidiaries and Related
Companies
Combining Schedule of Statement of Financial Position
September 30, 2015
Cementos
Progreso,
S.A. and
Subsidiaries
US$
Assets
Current:
Cash and cash equivalents
Held-to-maturity investments
Accounts receivable, net
Inventories, net
Prepaid expenses
Total current assets
Non-current:
Property, plant and equipment, net
Other assets
Total non-current assets

Inversiones
Sampdoria,
S.A. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$

Total
combined
US$

39,452,973
807,762
64,622,517
42,731,184
434,717
148,049,153

4,064,474
35,360,565
7,072,705
263,930
46,761,674

43,517,447
807,762
99,983,082
49,803,889
698,647
194,810,827

(35,242,283)
(35,242,283)

43,517,447
807,762
64,740,799
49,803,889
698,647
159,568,544

1,346,897,756
9,506,069
1,356,403,825
1,504,452,978

49,502,695
19,148,182
68,650,877
115,412,551

1,396,400,451
28,654,251
1,425,054,702
1,619,865,529

(1,693,185)
(1,693,185)
(36,935,468)

1,394,707,266
28,654,251
1,423,361,517
1,582,930,061

28

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Combining Schedule of Statement of Financial Position (continued)
September 30, 2015

Liabilities and Shareholders Equity


Current liabilities:
Current portion of long-term debt
Accounts payable and accrued expenses
Financial lease operations-current
portion
Dividends payable
Income tax payable
Total current liabilities
Non-current liabilities:
Long-term bank loans and notes
payable, less current portion
Long-term financial lease operations,
less current portion
Provision for labor indemnities
Deferred tax liability
Total non-current liabilities
Total liabilities

Cementos
Progreso,
S.A. and
Subsidiaries
US$

Inversiones
Sampdoria,
S.A. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$

Total
combined
US$

4,365,094
89,466,797

521,173
34,748,256

4,886,267
124,215,053

(35,242,283)

4,886,267
88,972,770

19,996,013
2,892,894
116,720,798

798,884
2,017,426
38,085,739

19,996,013
798,884
4,910,320
154,806,537

(35,242,283)

19,996,013
798,884
4,910,320
119,564,254

520,736,574

3,371,066

524,107,640

11,522,662
1,194,431
533,453,667
650,174,465

2,415,082
4,949,210
1,190,189
11,925,547
50,011,286

2,415,082
16,471,872
2,384,620
545,379,214
700,185,751

(35,242,283)

524,107,640
2,415,082
16,471,872
2,384,620
545,379,214
664,943,468

29

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Combining Schedule of Statement of Financial Position (continued)
September 30, 2015
Cementos
Progreso,
S.A. and
Subsidiaries
US$
Shareholders Equity:
Paid-in capital
Share Premium
Revaluation surplus
Hedging reserve
Legal reserve
Retained earnings
Cumulative translation adjustment
Equity attributable to
shareholders of the Group
Non-controlling interest
Total equity

57,580,790
75,836,141
417,786,786
(65,320)
39,678,162
261,117,641
2,344,313
854,278,513
854,278,513
1,504,452,978

Inversiones
Sampdoria,
S.A. and
Subsidiaries
US$
16,617,770
2,139,477
4,271,647
37,487,478
144,506
60,660,878
4,740,387
65,401,265
115,412,551

Sub-total
US$
74,198,560
75,836,141
419,926,263
(65,320)
43,949,809
298,605,119
2,488,819
914,939,391
4,740,387
919,679,778
1,619,865,529

Eliminations
US$
(1,693,185)
(1,693,185)
(1,693,185)
(36,935,468)

Total
combined
US$
74,198,560
75,836,141
419,926,263
(65,320)
43,949,809
296,911,934
2,488,819
913,246,206
4,740,387
917,986,593
1,582,930,061

30

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Combining Schedule of Statement of Income
For the Nine-month period ended September 30, 2015
Cementos
Progreso,
S.A. and
Subsidiaries
US$
Net sales
Cost of sales
Gross profit

Inversiones
Sampdoria,
S.A. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$

Total
combined
US$

422,689,161
(231,191,708)
191,497,453

111,848,611
(99,407,112)
12,441,499

534,537,772
(330,598,820)
203,938,952

(63,362,291)
60,813,055
(2,549,236)

471,175,481
(269,785,765)
201,389,716

Gain on disposal of assets


Administrative and selling expenses
Operating profit

1,137,404
(44,640,409)
147,994,448

281,329
(2,638,089)
10,084,739

1,418,733
(47,278,498)
158,079,187

2,549,236
-

1,418,733
(44,729,262)
158,079,187

Net finance costs


Profit before income tax

(3,734,909)
144,259,539

(575,569)
9,509,170

(4,310,478)
153,768,709

(4,310,478)
153,768,709

Income tax:
Current
Deferred, benefit
Income tax expenses
Net profit for the year

(28,783,891)
29,402
(28,754,489)
115,505,050

(2,124,652)
43,110
(2,081,542)
7,427,628

(30,908,543)
72,512
(30,836,031)
122,932,678

(30,908,543)
72,512
(30,836,031)
122,932,678

Attributable to:
Group shareholders
Non-controlling interest
Net profit for the year

115,505,050
115,505,050

7,098,790
328,838
7,427,628

122,603,840
328,838
122,932,678

122,603,840
328,838
122,932,678

31

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


14

Consolidation Schedules of Financial Statements Cementos Progreso, S.A. and Subsidiaries


Consolidation Schedule of Statement of Financial Position
September 30, 2015
Cementos
Progreso,
S.A.
US$
Assets
Current:
Cash and cash equivalents
Held-to-maturity investments
Accounts receivable, net
Inventories, net
Prepaid expenses
Total current assets
Non-current:
Investments in equity-accounted
investees
Property, plant and equipment, net
Other accounts receivable
Other assets
Total non-current assets

Agregs
International
Corp. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$

Total
consolidated
US$

38,645,715
807,762
61,086,935
37,092,279
412,867
138,045,558

807,258
4,289,928
5,638,905
21,850
10,757,941

39,452,973
807,762
65,376,863
42,731,184
434,717
148,803,499

(754,346)
(754,346)

39,452,973
807,762
64,622,517
42,731,184
434,717
148,049,153

19,000,000
1,324,136,210
1,302,842
8,394,117
1,352,833,169
1,490,878,727

22,761,546
2,623,572
25,385,118
36,143,059

19,000,000
1,346,897,756
1,302,842
11,017,689
1,378,218,287
1,527,021,786

(19,000,000)
(1,302,842)
(1,511,620)
(21,814,462)
(22,568,808)

1,346,897,756
9,506,069
1,356,403,825
1,504,452,978

32

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Consolidation Schedule of Statement of Financial Position (continued)
September 30, 2015

Liabilities and Shareholders Equity


Current liabilities:
Current portion of long-term debt
Accounts payable and accrued expenses
Dividends payable
Income tax payable
Total current liabilities
Non-current liabilities:
Long-term bank loans and notes
payable, less current portion
Other accounts payable
Provision for labor indemnities
Deferred tax liability
Total non-current liabilities
Total liabilities

Cementos
Progreso,
S.A.
US$

Agregs
International
Corp. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$

Total
consolidated
US$

4,365,094
82,719,840
19,996,013
2,625,177
109,706,124

7,501,303
267,717
7,769,020

4,365,094
90,221,143
19,996,013
2,892,894
117,475,144

(754,346)
(754,346)

4,365,094
89,466,797
19,996,013
2,892,894
116,720,798

517,576,530
11,061,264
528,637,794
638,343,918

3,160,044
1,302,842
461,398
1,194,431
6,118,715
13,887,735

520,736,574
1,302,842
11,522,662
1,194,431
534,756,509
652,231,653

(1,302,842)
(1,302,842)
(2,057,188)

520,736,574
11,522,662
1,194,431
533,453,667
650,174,465

33

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Consolidation Schedules of Financial Statements Cementos Progreso, S.A. and Subsidiaries (continued)
Consolidation Schedule of Statement of Financial Position (continued)
September 30, 2015
Cementos
Progreso,
S.A.
US$
Shareholders Equity:
Paid-in capital
Share Premium
Revaluation surplus
Contributions to Capitalize
Hedging reserve
Legal reserve
Retained earnings
Cumulative translation adjustment
Total equity

57,580,790
75,836,141
417,786,786
(65,320)
39,618,293
260,007,532
1,770,587
852,534,809
1,490,878,727

Agregs
International
Corp. and
Subsidiaries
US$
4,852,685
5,000,000
1,421,169
10,685,544
295,926
22,255,324
36,143,059

Sub-total
US$
62,433,475
75,836,141
417,786,786
5,000,000
(65,320)
41,039,462
270,693,076
2,066,513
874,790,133
1,527,021,786

Eliminations
US$
(4,852,685)
(5,000,000)
(1,361,300)
(9,575,435)
277,800
(20,511,620)
(22,568,808)

Total
consolidated
US$
57,580,790
75,836,141
417,786,786
(65,320)
39,678,162
261,117,641
2,344,313
854,278,513
1,504,452,978

34

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to the Combined Financial Statements


Consolidation Schedules of Financial Statements Cementos Progreso, S.A. and Subsidiaries (continued)
Consolidation Schedule of Statement of Income
For the Nine-month period ended September 30, 2015
Cementos
Progreso,
S.A.
US$
Net sales
Cost of sales
Gross profit

Agregs
International
Corp. and
Subsidiaries
US$

Sub-total
US$

Eliminations
US$
(4,143,655)
4,143,655
-

Total
consolidated
US$

396,975,756
(207,682,403)
189,293,353

29,857,060
(27,652,960)
2,204,100

426,832,816
(235,335,363)
191,497,453

422,689,161
(231,191,708)
191,497,453

Gain on disposal of assets


Administrative and selling expenses
Operating profit

1,129,801
(43,494,815)
146,928,339

7,603
(1,145,594)
1,066,109

1,137,404
(44,640,409)
147,994,448

1,137,404
(44,640,409)
147,994,448

Net finance costs


Profit before income tax

(3,519,921)
143,408,418

(214,988)
851,121

(3,734,909)
144,259,539

(3,734,909)
144,259,539

Income tax:
Current
Deferred, benefit
Income tax expenses
Net profit for the year

(28,514,125)
(28,514,125)
114,894,293

(269,766)
29,401
(240,365)
610,756

(28,783,891)
29,401
(28,754,490)
115,505,049

(28,783,891)
29,401
(28,754,490)
115,505,049

35

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


15

Operating Segment

The Group has four reportable segments, as described below, which are the Groups
strategic business units. The strategic business units offer different products and
services, and are managed separately because they require different technology and
marketing strategies. For each of the strategic business units, the Groups CFO reviews
internal management reports on a monthly basis.
The following summary describes the operations in each of the Groups reportable
segments:
Cement: Includes the production and distribution of cement and clinker (raw material
for the production of cement).
Ready-mix Concrete: Includes the production and distribution of ready-mix concrete.
Lime: Includes the production and distribution of lime.
Aggregates: Includes the production and distribution of aggregates.
Other operations include the production and sale of paper sacks used to bag cement,
lime, and dry mix products. None of these segments meet any of the quantitative
thresholds for determining reportable segments.
Information regarding the results of each reportable segment is included in the
following two pages. Performance is measured based on segment profit before income
tax, as included in the internal management reports that are reviewed by the Groups
CFO. Segment profits are used to measure performance as management believes that
such information is the most relevant in evaluating the results of certain segments
relative to other entities that operate within these industries. Inter-segment pricing is
determined on an arms length basis.

36

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Information about Reportable Segments
Nine-month period ended September 30, 2015
(amounts in US dollars)
Cement

Ready-mix
concrete

Lime

Aggregates

Other

External revenue
Inter-segments revenues
Total combined revenue

344,785,021
26,463,385
371,248,406

72,857,017
3,387,256
76,244,273

22,950,496
22,950,496

16,511,533
13,345,527
29,857,060

14,071,414
7,826,843
21,898,257

Finance income
Finance costs
Net finance cost
Depreciation
Profit before income tax

624,324
(4,072,817)
(3,448,493)
(18,046,555)
139,667,862

111,249
(808,653)
(697,404)
(1,727,644)
5,560,064

(3,976,826)
6,279,887

25,668
(240,656)
(214,988)
(2,253,202)
851,121

32,336,479

3,702,523

10,757,943

11,818,892
18,404,671
20,971,060
8,918,301

4,679,201
276,706
3,845,832
1,018,760

22,761,546
6,060,777
7,769,019
6,118,712

Eliminations

Total

(1)

Current assets
110,499,260
Property, plant, and
equipment, net
1,348,470,287
Other non-current assets
4,987,670
Current liabilities
95,773,106
Non-current liabilities
528,730,128

(51,023,011)
(51,023,011)

471,175,481
471,175,481

814,400
(5,124,878)
(4,310,478)
(26,470,640)
153,768,709

15,113,427

(12,841,088)

159,568,544

6,977,340
231,837
4,046,325
1,900,723

(1,307,410)
(12,841,088)
(1,307,410)

1,394,707,266
28,654,251
119,564,254
545,379,214

53,159
(2,752)
50,407
(466,413)
1,409,775

(1) The information included in this column relates to the eliminations of transactions between the companies included in the
combined financial information.

37

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Information about Reportable Segments (continued)
Nine-month period ended September 30, 2014
(amounts in US dollars)
Cement

Ready-mix
concrete

Lime

Aggregates

Other

Eliminations

Total

(1)

External revenue
Inter-segments revenues
Total combined revenue

298,410,438
28,335,347
326,745,785

59,354,138
59,354,138

24,687,434
24,687,434

Finance income
Finance costs
Net finance cost
Depreciation
Profit before income tax

1,235,421
(3,279,693)
(2,044,272)
(15,337,256)
125,371,240

155,231
(864,049)
(708,818)
(2,068,252)
856,890

(3,869,050)
5,144,648

24,781,116

5,092,069

10,675,286

17,839,329

(6,707,228)

195,784,157

10,063,713
18,326,148
17,644,606
8,529,023

8,622,397
263,344
2,774,343
927,980

19,784,457
5,847,735
9,111,239
7,632,754

2,787,497
254,234
4,577,493
843,381

(6,707,228)
-

1,203,982,033
28,029,632
83,614,072
559,518,569

Current assets
144,103,585
Property, plant, and
equipment, net
1,162,723,969
Other non-current assets
3,338,171
Current liabilities
56,213,619
Non-current liabilities
541,585,431

3,244,947
2,426,516
5,671,463
19,898
(86,478)
(66,580)
(347,994)
(51,655)

12,353,824
8,653,453
21,007,277
214,882
(166,994)
47,888
(819,343)
625,532

(39,415,316)
(39,415,316)

398,050,781
398,050,781

1,625,432
(4,397,214)
(2,771,782)
(22,441,895)
131,946,655

(1) The information included in this column relates to the eliminations of transactions between the companies included in the
combined financial information.

38

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Condensed Combined Statements of Comprehensive Income Quarterly Reporter
For the three month
periods ended
September
September
30, 2015
30, 2014
US$
US$

For the nine-month


periods ended
September
September
30, 2015
30, 2014
US$
US$

Net sales
Cost of sales (a)
Gross profit

156,089,026
(90,298,980)
65,790,046

134,008,640
(76,200,448)
57,808,192

471,175,481
(269,785,765)
201,389,716

398,050,781
(227,007,264)
171,043,517

Gain on disposal of assets


Administrative and selling expenses
Operating profit

280,119
(15,201,560)
50,868,605

460,537
(12,367,436)
45,901,293

1,418,733
(44,729,262)
158,079,187

2,295,105
(38,620,185)
134,718,437

432,569
(2,237,446)
(1,804,877)
49,063,728

1,051,936
(1,385,546)
(333,610)
45,567,683

814,400
(5,124,878)
(4,310,478)
153,768,709

1,625,432
(4,397,214)
(2,771,782)
131,946,655

(10,326,291)
15,083
(10,311,208)
38,752,520

(9,030,356)
60,461
(8,969,895)
36,597,788

(30,908,543)
72,512
(30,836,031)
122,932,678

(27,847,519)
176,164
(27,671,355)
104,275,300

(9,206,021)

(7,928,355)

(26,470,640)

(22,441,895)

Finance income
Finance costs
Net finance costs
Profit before income tax
Income tax:
Current
Deferred benefit
Net profit for the period
(a) Include depreciation

39

Cementos Progreso, S.A., Subsidiaries and Related Companies

Notes to Condensed Combined Interim Financial Statements


Condensed Combined Statements of Comprehensive Income Quarterly Reporter (continued)
For the three month
periods ended
September
September
30, 2015
30, 2014
US$
US$
Net profit for the period

38,752,520

36,597,788

For the nine-month


periods ended
September
September
30, 2015
30, 2014
US$
US$
122,932,678

104,275,300

Other comprehensive income for the period


Changes in fair value of hedging instruments
Depreciation for the period of revalued equipment
transferred to non-controlling interest
Increase in revaluation surplus
Foreign currency translations differences foreign
operations
Total other comprehensive income for the period
Total comprehensive income for the period

(69,201)
3,402,949

(5,864,662)
(2,596,234)
36,156,286

10,842,376
10,845,159
47,442,947

(8,614,236)
(5,345,808)
117,586,870

16,415,394
16,478,496
120,753,796

Total comprehensive income attributable to:


Group shareholders
Non-controlling interest
Total comprehensive income for the period

34,938,539
1,217,747
36,156,286

47,287,713
155,234
47,442,947

116,179,895
1,406,975
117,586,870

120,356,964
396,832
120,753,796

(65,320)

2,783

(65,320)
(69,201)
3,402,949

63,102
-

40

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