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Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2021 Q1 - Earnings Call Transcript
2021-05-13 18:49
Loma Negra CompañÃa Industrial Argentina Sociedad Anónima (NYSE:LOMA) Q1 2021 Earnings Conference Call May 13, 2021 10:00 AM ET  Company Participants Gastón Pinnel – Head of Investor Relations Sergio Faifman – Chief Executive Officer and Vice President of the Board of Directors Marcos Gradin – Chief Financial Officer Conference Call Participants Nikolaj Lippmann – Morgan Stanley Alberto Valerio – UBS Operator Good morning, and welcome to Loma NegraÂ's First Quarter 2021 Conference Call and Webcast. All par ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q4 - Annual Report
2021-04-30 17:42
PART I [Key Information](index=12&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section presents selected financial data for 2018-2020, highlighting a 2020 revenue decrease but net profit increase, and details significant risks from Argentina's volatile macroeconomic environment. Selected Financial Data - The company's financial statements from 2018 to 2020 have been restated into constant currency to reflect the effects of hyperinflation in Argentina, in accordance with IAS 29[37](index=37&type=chunk) Consolidated Statement of Profit or Loss (in millions of Ps.) | Indicator | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenues** | 41,623.3 | 47,753.1 | 51,238.2 | | **Gross profit** | 12,596.9 | 13,046.9 | 12,844.7 | | **Net profit from continuing operations** | 6,253.5 | 4,485.0 | 3,341.4 | | **Net profit from discontinued operations** | 5,128.6 | 1,020.3 | 743.7 | | **Net profit** | 11,382.1 | 5,505.3 | 4,085.1 | | **Earnings per share (continuing & discontinued)** | 19.0445 | 8.7692 | 6.3243 | Consolidated Statement of Financial Position (in millions of Ps.) | Indicator | As of Dec 31, 2020 | As of Dec 31, 2019 | | :--- | :--- | :--- | | **Total assets** | 70,945.9 | 75,725.6 | | **Total liabilities** | 25,555.3 | 35,798.9 | | **Total shareholders' equity** | 45,390.6 | 39,926.7 | Risk Factors - The company's operations are heavily exposed to Argentina's macroeconomic conditions, including high inflation, currency devaluation, and political instability, which could adversely affect results[44](index=44&type=chunk)[45](index=45&type=chunk)[48](index=48&type=chunk) - Argentina's high inflation rates (**36.1% in 2020, 53.8% in 2019**) increase operating costs, particularly labor, and reduce consumer purchasing power, potentially impacting demand and financial results[60](index=60&type=chunk)[61](index=61&type=chunk)[68](index=68&type=chunk) - Significant devaluation of the Argentine peso against the U.S. dollar (**40.5% in 2020, 59.0% in 2019**) negatively impacts the ability to service foreign currency-denominated debt and can fuel inflation[76](index=76&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - Government measures in response to the COVID-19 pandemic, such as mandatory quarantines and business restrictions, have negatively impacted production, supply chains, and demand for the company's products[171](index=171&type=chunk)[173](index=173&type=chunk)[183](index=183&type=chunk) - The cyclical nature of the cement industry, which is sensitive to construction activity levels, exposes the company to potential decreases in revenue and profit margins during economic downturns[195](index=195&type=chunk) - The company faces competition from other major cement producers in Argentina, such as Holcim and Avellaneda, who are also expanding their production capacity, which could intensify market competition[196](index=196&type=chunk)[197](index=197&type=chunk) - The company's railway concession (Ferrosur Roca), which expires in 2023, is subject to renegotiation and potential termination by the Argentine government, which could materially impact logistics and business operations[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) [Information on the Company](index=43&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Loma Negra is Argentina's leading vertically-integrated cement company, holding a 43.8% market share in 2020, with nationwide operations and a major plant expansion nearing completion. History and Development of the Company - Founded in 1926, Loma Negra has grown through acquisitions and organic expansion, including the L'Amalí plant construction[330](index=330&type=chunk)[332](index=332&type=chunk)[334](index=334&type=chunk) - In 2005, the company became part of the InterCement Group and completed its IPO on the NYSE and MERVAL in October 2017[335](index=335&type=chunk)[338](index=338&type=chunk) - A major expansion of the L'Amalí plant, initiated in 2017 with an investment of approximately **US$350 million**, is underway to add **2.7 million tons** of annual capacity[339](index=339&type=chunk) - On August 21, 2020, the company sold its entire **51% stake** in Yguazú Cementos (Paraguay) for **US$107 million**, using proceeds to repay debt and distribute an extraordinary dividend[341](index=341&type=chunk) Business Overview - Loma Negra is the leading cement producer in Argentina with a **43.8% market share** in terms of sales volume for the year ended December 31, 2020[344](index=344&type=chunk) Installed Production Capacity (as of Dec 31, 2020) | Product | Annual Installed Capacity | | :--- | :--- | | Cement | 8.4 million tons | | Clinker | 5.2 million tons | | Concrete | 0.9 million m³ | | Aggregates | 2.2 million tons | | Lime | 0.5 million tons | - The company estimates its limestone reserves are sufficient for approximately **158 years** of operation based on 2020 production levels[345](index=345&type=chunk)[390](index=390&type=chunk) - Energy is a significant cost component, representing **26% of the total cost of sales in 2020**, with the company utilizing a mix of thermal and electrical power, including increasing renewable sources[404](index=404&type=chunk) - In 2020, **71% of total cement sales** were made to wholesale distributors, **20% to concrete producers**, and the remainder to industrial customers and construction companies[424](index=424&type=chunk) - The company is the only cement producer in Argentina with nationwide coverage, with its main competitors being Holcim Argentina, Cementos Avellaneda, and PCR, who have strong regional market positions[458](index=458&type=chunk)[461](index=461&type=chunk) Property, Plants and Equipment - As of December 31, 2020, the company owned **eight cement manufacturing plants**, **eleven concrete plants**, and **one granitic aggregates plant** in Argentina[477](index=477&type=chunk) - The L'Amalí plant expansion project is expected to increase annual cement production capacity by **2.7 million tons** with a total capital expenditure of approximately **US$350 million**[504](index=504&type=chunk) - As of December 31, 2020, the L'Amalí expansion project was **96% complete**, with approximately **Ps. 22,490 million** invested, and clinker production expected by May 2021 with full commissioning in the second half of the year[504](index=504&type=chunk)[510](index=510&type=chunk) [Operating and Financial Review and Prospects](index=69&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section details the company's financial performance, heavily influenced by Argentina's macroeconomic conditions, showing a 2020 revenue decrease but a significant net profit increase driven by asset sales. Operating Results Year-over-Year Performance Comparison (in millions of Ps.) | Indicator | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | **Revenues** | 41,623.3 | 47,753.1 | -12.8% | | **Gross Profit** | 12,596.9 | 13,046.9 | -3.4% | | **Net Profit from Continuing Operations** | 6,253.5 | 4,485.0 | +39.4% | | **Net Profit** | 11,382.1 | 5,505.3 | +106.8% | - Revenues in 2020 decreased by **12.8% to Ps. 41.6 billion**, primarily due to sales volume declines across all segments, with the concrete segment most affected (**-62.5% volume**) by the COVID-19 lockdown[708](index=708&type=chunk)[711](index=711&type=chunk) - Cost of sales decreased **16.4% in 2020**, more than the revenue decline, driven by lower volumes, reduced energy costs, and tighter cost controls in response to the pandemic[712](index=712&type=chunk) - Net financial results improved from a loss of **Ps. 2.1 billion in 2019** to a gain of **Ps. 1.1 billion in 2020**, mainly due to positive exchange rate differences and lower financial expenses[720](index=720&type=chunk) - Net profit from discontinued operations was **Ps. 5.1 billion in 2020**, reflecting the gain from the sale of the company's stake in Yguazú Cementos S.A[706](index=706&type=chunk)[707](index=707&type=chunk) Liquidity and Capital Resources Consolidated Cash Flows (in millions of Ps.) | Cash Flow Source | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Continuing Operating Activities** | 11,387.6 | 9,326.2 | 7,007.3 | | **Continuing Investing Activities** | (1,429.5) | (15,972.9) | (8,679.0) | | **Continuing Financing Activities** | (10,503.3) | 3,498.0 | (4,284.1) | - Net cash from continuing operating activities increased to **Ps. 11.4 billion in 2020** from **Ps. 9.3 billion in 2019**[758](index=758&type=chunk)[759](index=759&type=chunk) - Net cash used in continuing investing activities decreased significantly to **Ps. 1.4 billion in 2020** from **Ps. 16.0 billion in 2019**, mainly due to proceeds from the sale of Yguazú Cementos offsetting capital expenditures for the L'Amalí expansion[761](index=761&type=chunk) - As of December 31, 2020, total outstanding borrowings were **Ps. 6.4 billion**, a significant reduction from **Ps. 12.5 billion** at year-end 2019, with **99.5%** denominated in foreign currency (USD and EUR)[773](index=773&type=chunk)[774](index=774&type=chunk) Contractual Obligations Contractual Obligations as of December 31, 2020 (in millions of Ps.) | Obligation | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | **Financial borrowings** | 6,756.6 | 4,780.0 | 1,976.6 | — | — | | **Accounts payable** | 5,513.1 | 5,395.4 | 117.7 | — | — | | **Taxes payable** | 2,884.1 | 2,884.1 | — | — | — | | **Lease liabilities** | 730.3 | 148.5 | 192.5 | 179.7 | 209.6 | | **Total** | **17,628.9** | **14,784.3** | **2,427.0** | **207.0** | **210.5** | [Directors, Senior Management and Employees](index=108&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's Board of Directors and executive management, outlining compensation, board committees including an independent Audit Committee, and employee numbers. Directors and Senior Management - The Board of Directors consists of **nine members**, led by President Flávio Mendes Aidar and Vice-President & CEO Sergio Damián Faifman, with **four independent directors**[799](index=799&type=chunk) Compensation - Aggregate cash compensation paid to senior management was **Ps. 214 million in 2020**, up from **Ps. 190 million in 2019**[822](index=822&type=chunk) - The company had a long-term incentive program based on phantom stock rights, which was terminated in February 2021 and replaced by two new stock-based compensation plans[831](index=831&type=chunk)[841](index=841&type=chunk) Board Practices - The company has an Audit Committee composed of **three independent members**, in compliance with CNV, SEC, and NYSE requirements[862](index=862&type=chunk) - In 2019, the Board established three new committees: Results, Finance and Strategy; People and Governance; and Risk and Reputation[870](index=870&type=chunk)[871](index=871&type=chunk)[872](index=872&type=chunk) Employees Employees by Business Segment | Business Segment | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Cement | 1,404 | 1,375 | 1,574 | | Concrete | 272 | 156 | 386 | | Aggregates | 44 | 61 | 73 | | Railroad | 1,151 | 1,221 | 1,232 | | Others | 29 | 31 | 32 | | **Total** | **2,900** | **2,844** | **3,297** | [Major Shareholders and Related Party Transactions](index=119&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) As of March 2021, Intercement Trading e Inversiones Argentina, S.L. was the controlling shareholder, and the company engages in ordinary course related party transactions. Major Shareholders Beneficial Ownership of Shares (as of March 19, 2021) | Name of Beneficial Owner | Percentage | | :--- | :--- | | Intercement Trading e Inversiones Argentina, S.L. | 51.04% | | The Capital Group Companies Inc. | 8.50% | | Redwood Capital Management, LLC. | 5.45% | Related Party Transactions - In August 2020, the company entered into a know-how transfer agreement with its indirect parent, Intercement Participações S.A., for a royalty fee of **1% of the company's revenues**[893](index=893&type=chunk) - The company has cost-plus service agreements with affiliates for consulting, training, and technical assistance related to the L'Amalí Line 2 expansion project[894](index=894&type=chunk) [Financial Information](index=122&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section covers legal proceedings, including antitrust investigations and a class action lawsuit, and outlines the company's dividend policy. Consolidated Statements and Other Financial Information - As of December 31, 2020, the company was party to **459 legal proceedings** with total claims of **Ps. 965.5 million**, for which it had provisioned **Ps. 197.3 million** for probable losses[899](index=899&type=chunk)[900](index=900&type=chunk) - The company is subject to several ongoing market investigations by Argentina's antitrust commission (CNDC) regarding competitive conditions in the cement market[904](index=904&type=chunk)[905](index=905&type=chunk)[907](index=907&type=chunk) - A putative class action lawsuit filed in New York State related to the 2017 IPO remains ongoing, while a similar federal class action was dismissed in the company's favor in 2020[909](index=909&type=chunk)[910](index=910&type=chunk)[914](index=914&type=chunk) - The company's dividend policy requires allocating **5% of annual net earnings** to a legal reserve until it reaches **20% of share capital**, with distributions subject to shareholder approval and financial condition[917](index=917&type=chunk)[919](index=919&type=chunk)[922](index=922&type=chunk) [Additional Information](index=129&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate structure, Argentina's stringent exchange controls, and material Argentine and U.S. federal income tax considerations for shareholders. Exchange Controls - Argentina has reinstated rigid foreign exchange controls, requiring prior Central Bank authorization for many transactions, including portfolio investments, dividend payments, and foreign debt pre-payment[970](index=970&type=chunk)[971](index=971&type=chunk) - Proceeds from the export of goods and services are subject to mandatory repatriation into Argentina and conversion into Pesos within specified timeframes[971](index=971&type=chunk) - Access to the FX Market for payments requires an affidavit stating the entity has not sold foreign currency-settled securities within the preceding 90 days and will not do so in the following 90 days[973](index=973&type=chunk) Taxation - Dividends paid to non-residents from income generated after January 1, 2018, are subject to a **7% income tax withholding** in Argentina[985](index=985&type=chunk) - Capital gains from the sale of shares by non-residents are generally exempt from Argentine income tax if publicly offered and traded on authorized stock markets, which applies to the company's shares and ADSs[991](index=991&type=chunk)[992](index=992&type=chunk) - For U.S. Holders, dividends are generally treated as foreign-source income, and those paid on NYSE-listed ADSs may be considered "qualified dividends" subject to reduced tax rates, assuming the company is not a PFIC[1021](index=1021&type=chunk)[1022](index=1022&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=143&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks from interest rate and foreign currency fluctuations, with most borrowings at floating rates and significant foreign currency debt, leading to peso devaluation exposure. - The company is exposed to interest rate risk, with **82.3% of its Ps. 6.46 billion** in total borrowings at floating rates as of December 31, 2020[1041](index=1041&type=chunk) - Significant foreign currency risk exists as **99.5% of borrowings** were denominated in foreign currencies (**82% in USD, 18% in EUR**) as of year-end 2020[1045](index=1045&type=chunk) - A hypothetical **25% depreciation** of the peso against the U.S. dollar would have increased the company's foreign currency-denominated indebtedness by approximately **Ps. 1.7 billion** as of December 31, 2020[1046](index=1046&type=chunk) - The company reported a negative working capital balance of **Ps. 1.2 billion** as of December 31, 2020, which it considers manageable due to predictable cash flows from its principal activities[1048](index=1048&type=chunk) [Controls and Procedures](index=146&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020. - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[1065](index=1065&type=chunk) - Management assessed the company's internal control over financial reporting based on the COSO 2013 framework and concluded it was effective as of December 31, 2020[1069](index=1069&type=chunk) [Principal Accountant Fees and Services](index=148&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company's independent registered public accounting firm, Ernst & Young Global, billed Ps. 87.2 million in 2020 and Ps. 66.3 million in 2019, primarily for audit services, with all fees pre-approved. Accountant Fees (in thousands of Ps.) | Fee Type | 2020 | 2019 | | :--- | :--- | :--- | | Audit fees | 83,683.3 | 65,376.9 | | Audit related fees | 2,855.0 | 360.0 | | Tax fees | 644.9 | 594.5 | | **Total** | **87,183.2** | **66,331.4** | [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=148&type=section&id=ITEM%2016E.%20PURCHASES%20OF%20EQUITY%20SECURITIES%20BY%20THE%20ISSUER%20AND%20AFFILIATED%20PURCHASERS) On February 12, 2021, the Board approved a share repurchase plan for up to Ps. 750 million or 10% of capital stock, effective for 90 days, with no repurchases in 2020. - A share repurchase plan was approved on February 12, 2021, authorizing the company to buy back up to **Ps. 750 million** of its shares over a 90-day period[1078](index=1078&type=chunk)[1080](index=1080&type=chunk) [Corporate Governance](index=149&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a "foreign private issuer" and "controlled company," Loma Negra follows Argentine corporate governance practices, differing from some NYSE requirements, but maintains an Audit Committee compliant with independence rules. - The company leverages its status as a "foreign private issuer" and "controlled company" to follow home country (Argentine) corporate governance practices, which differ from NYSE standards for domestic US companies[1083](index=1083&type=chunk) - Key differences from NYSE rules include not requiring a majority-independent board and not mandating compensation or nominating committees composed entirely of independent directors[1085](index=1085&type=chunk)[1086](index=1086&type=chunk) PART III [Financial Statements](index=151&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for 2018-2020, prepared under IFRS and restated for hyperinflation, reflecting the Yguazú Cementos sale and COVID-19 impact. - The financial statements were prepared in accordance with IFRS and restated into constant currency to reflect Argentina's hyperinflationary environment as required by IAS 29[1137](index=1137&type=chunk)[1138](index=1138&type=chunk) - The sale of the company's **51% interest** in Yguazú Cementos S.A. on August 21, 2020, is accounted for as a discontinued operation under IFRS 5, with its results presented separately[1140](index=1140&type=chunk)[1485](index=1485&type=chunk) - The COVID-19 pandemic and related government measures, such as mandatory isolation, led to temporary suspensions of production and construction projects, impacting the company's operations and financial performance in 2020[1497](index=1497&type=chunk)[1499](index=1499&type=chunk) - An impairment loss of **Ps. 947 million** was recognized in 2020 on property, plant, and equipment, primarily related to the rail services (**Ps. 784 million**) and aggregates (**Ps. 163 million**) cash-generating units due to decreased demand[1352](index=1352&type=chunk)[1356](index=1356&type=chunk)[1357](index=1357&type=chunk)
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q4 - Earnings Call Transcript
2021-03-11 19:09
Loma Negra Compañía Industrial Argentina Sociedad Anónima (NYSE:LOMA) Q4 2020 Earnings Conference Call March 11, 2021 10:00 AM ET Company Participants Gastón Pinnel - Head of Investor Relations Manager Sergio Faifman - Chief Executive Officer & Vice President of the Board of Directors Marcos Gradin - Chief Financial Officer Conference Call Participants Nikolaj Lippmann - Morgan Stanley Alberto Valerio - UBS Coleman Clyde - HSBC Operator Good morning, and welcome to Loma Negra Fourth Quarter 2020 Conference ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q4 - Earnings Call Presentation
2021-03-11 17:51
Building sustainable InterCement | --- | --- | --- | --- | |------------------------------|-------|-------|-------------------| | partnerships \na member of | | | | | | | | | | | | | | | 4020 Results Conference Call | | | L'Amalí-Argentina | Disclaimer and Forward-Looking Statement This presentation may contain forward-looking statements within the meaning of federal securities law that are subject to risks and uncertainties. These statements are only predictions based upon our current expectations and proj ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q3 - Earnings Call Presentation
2020-11-12 00:19
InterCement a member of Building sustainable partnerships | --- | --- | --- | --- | |------------------------------|-------|-------|-------------------| | | | | | | | | | | | | | | | | | | | | | 3Q20 Results Conference Call | | | L'Amalí-Argentina | Documento de InterCement – Público Disclaimer and Forward-Looking Statement This presentation may contain forward-looking statements within the meaning of federal securities law that are subject to risks and uncertainties. These statements are only predictions b ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q3 - Earnings Call Transcript
2020-11-11 18:05
Loma Negra CompanÃa Industrial Argentina S.A (NYSE:LOMA) Q3 2020 Results Conference Call November 11, 2020 10:00 AM ET Company Participants Gastón Pinnel - Head of Investor Relations Manager Sergio Faifman - Vice President and Chief Executive Officer Marcos Gradin - Chief Financial Officer Conference Call Participants Alejandra Obregon Martinez - Morgan Stanley Coleman Clyde - HSBC Eric Neguelouart - BofA Merrill Lynch Operator Good morning, and welcome to the Loma Negra Third Quarter 2020 Earnings Conferen ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2020 Q2 - Earnings Call Transcript
2020-08-11 18:07
Loma Negra Compania Industrial Argentina SA (NYSE:LOMA) Q2 2020 Earnings Conference Call August 11, 2020 10:00 AM ET Company Participants Gaston Pinnel - Investor Relations Manager Sergio Faifman - Vice President and Chief Executive Officer Marcos Gradin - Chief Financial Officer and Administration and Finance Director Conference Call Participants Eric Neguelouart - Bank of America Merrill Lynch Antonella Rapuano - Santander Investment Securities Inc. Operator Good morning, and welcome to the Loma Negra Sec ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2019 Q4 - Annual Report
2020-04-30 14:50
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2018 Q4 - Annual Report
2019-04-30 19:39
Table of Contents As filed with the Securities and Exchange Commission on April 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38262 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPOR ...