Cementos Pacasmayo(CPAC) - 2021 Q4 - Annual Report

PART I Introduction This section provides foundational information for interpreting the annual report, defining key terms, specifying IFRS-compliant financial statements in Soles, introducing non-IFRS measures, and including a forward-looking statements disclaimer - The company's consolidated financial statements are prepared in Peruvian Soles (S/) and in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB[10] - The report presents EBITDA, a non-IFRS financial measure, providing a supplemental view of core operational performance with reconciliation in Item 4[11] - The report contains forward-looking statements involving known and unknown risks, including political and economic conditions in Peru, construction activity, and public health crises[16][17] Key Information This section details key risk factors that could materially affect the company's business, financial condition, and operations, categorized into global, Peruvian, business-specific, and security-related factors Risk Factors The company faces global macroeconomic, geopolitical, and Peruvian political instability risks, alongside business-specific challenges like competition and energy price volatility, and shareholder risks related to controlling influence and ADS holder rights - Global risks include the COVID-19 pandemic's impact (Peru's economy contracted 11.1% in 2020, rebounded 13.2% in 2021) and the Russia-Ukraine conflict driving up coal (11.6% of 2021 cement production cost) and oil prices, increasing freight costs[25][29][33] - Significant Peruvian risks include political instability (President Castillo facing impeachment motions) and social unrest (e.g., March 2022 carriers' strike) threatening operations and investor confidence[43][45] - Business risks include high dependence on auto-construcción (70.3% of 2021 cement sales) and exposure to potential new domestic or international competitors in northern Peru[76][83] - Risks for ADS holders include the controlling shareholder's 50.01% common share ownership influencing votes, difficulties in exercising voting rights via the depositary, and dilution risk from preemptive rights[127][130][134] Information on the Company This section provides a comprehensive overview of Cementos Pacasmayo, detailing its history, operations, organizational structure, physical assets, and strategic focus on cement and building solutions, including detailed disclosures of property and mining concessions History and Development of the Company Founded in 1949, Cementos Pacasmayo has become a leading Peruvian cement producer, expanding facilities and strategically focusing on core business, with a 2021 Pacasmayo plant optimization to increase clinker production and significant capital expenditures - In October 2021, the Board approved optimizing the Pacasmayo plant to produce an additional 600,000 metric tons of clinker per year, aiming to reduce reliance on more expensive imported clinker[173] Capital Expenditures (in millions of S/) | Category | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Concrete and aggregates equipment | 27.9 | 24.9 | 44.6 | | Piura plant projects | 15.1 | 17.0 | 12.3 | | Pacasmayo plant projects | 45.4 | 16.9 | 25.0 | | Rioja plant projects | 8.9 | 3.4 | 5.2 | | Total | 97.3 | 62.7 | 87.1 | Business Overview As the sole cement manufacturer in northern Peru, the company holds a 26.8% national market share with 3.6 million metric tons shipped in 2021, relying heavily on auto-construcción (70.3% of sales), while emphasizing strong brand, distribution, and sustainability - In 2021, cement shipments reached a record 3.6 million metric tons, a 40.4% increase from 2020, representing an estimated 26.8% of Peru's total cement shipments[178] Key Operating and Financial Data | Indicator | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Change in GDP (Peru) | 13.2% | (11.1)% | 2.2% | | Change in Construction Sector (Peru) | 34.7% | (15.6)% | 1.5% | | Cement Production (thousand metric tons) | 3,632 | 2,590 | 2,623 | | Gross Profit (S/ million) | 559.4 | 375.3 | 486.9 | | EBITDA (S/ million) | 453.9 | 315.3 | 400.3 | | Profit (S/ million) | 153.2 | 57.9 | 132.0 | - The company's 2021 sales segmented as auto-construcción (70.3%), private construction (15.0%), and public construction (14.7%)[191] - The company received recognition for corporate governance and sustainability, included in the Dow Jones MILA Sustainability Index for the third consecutive year and The Sustainability Yearbook 2022[195][196] Organizational Structure Cementos Pacasmayo S.A.A., part of the Hochschild Group, is controlled by Eduardo Hochschild (50.01% common shares) and operates through key Peruvian subsidiaries for production, sales, and electricity transmission - As of March 31, 2022, Eduardo Hochschild, via ASPI, indirectly controlled 50.01% of Cementos Pacasmayo's outstanding common shares[349] - Key operating subsidiaries include Cementos Selva S.A. (northeast production), Distribuidora Norte Pacasmayo S.R.L. (sales/precast), and Empresa de Transmisión Guadalupe S.A.C. (electricity transmission)[352][353][354] Property, Plant and Equipment The company operates three main cement production facilities with 4.9 million metric tons annual capacity, detailing mining concessions and presenting comprehensive mineral resource and reserve estimates for key quarries as of December 31, 2021 Production Capacity and Volume (in thousands of metric tons, 2021) | Category | Total Capacity (thousand metric tons) | 2021 Production (thousand metric tons) | Utilization Rate (%) | | :--- | :--- | :--- | :--- | | Cement | 4,940 | 3,632 | 73.5% | | Clinker | 2,780 | 2,036 | 73.2% | | Quicklime | 240 | 69 | 28.8% | Summary of Mineral Resources (Million Tonnes, as of Dec 31, 2021) | Quarry | Measured (Million Tonnes) | Indicated (Million Tonnes) | Inferred (Million Tonnes) | | :--- | :--- | :--- | :--- | | Acumulación Tembladera (Limestone) | 128.29 | 37.64 | 74.24 | | UEA Virrilá (Calcareous material) | 21.1 | 29.2 | 3.9 | | Calizas Tioyacu (Limestone) | 0 | 0 | 19.2 | Summary of Mineral Reserves (Million Tonnes, as of Dec 31, 2021) | Quarry | Proven (Million Tonnes) | Probable (Million Tonnes) | Total (Million Tonnes) | | :--- | :--- | :--- | :--- | | Acumulación Tembladera (Limestone) | 66.52 | 10.47 | 76.99 | | UEA Virrilá (Calcareous material) | 42.4 | 2.9 | 45.3 | | Calizas Tioyacu (Limestone) | 6.5 | 4.8 | 11.3 | Operating and Financial Review and Prospects This section analyzes the company's financial performance, detailing revenue and cost drivers, liquidity, debt structure, market trends, competitive dynamics, and critical accounting policies, highlighting a strong 2021 recovery with significant sales and profit growth Operating Results The company's 2021 operating results show a strong recovery with total sales up 49.5% to S/1,937.8 million and profit up 164.1% to S/153.2 million, driven by higher volumes and prices, despite increased costs from imported clinker Results of Operations (in millions of S/) | Metric | 2021 (S/ million) | 2020 (S/ million) | % Change | | :--- | :--- | :--- | :--- | | Sales of goods | 1,937.8 | 1,296.3 | 49.5% | | Gross profit | 559.5 | 375.3 | 49.1% | | Operating profit | 318.3 | 176.1 | 80.7% | | Profit for the year | 153.2 | 57.9 | 164.1% | - The 49.5% increase in total sales was primarily driven by a 50.6% rise in cement, concrete, and precast product sales, due to higher volumes in self-construction and public reconstruction projects[666] - Cost of sales increased by 49.7%, with imported clinker accounting for 21.5% of cement production costs in 2021 (up from 10.1% in 2020) due to high demand[625][670] Liquidity and Capital Resources In 2021, net cash from operating activities decreased to S/170.6 million, while total outstanding debt reached S/1,545.4 million, with the company utilizing cross-currency swaps to hedge its U.S. dollar-denominated debt Cash Flow Summary (in millions of S/) | Category | 2021 (S/ million) | 2020 (S/ million) | 2019 (S/ million) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 170.6 | 331.4 | 205.1 | | Net cash used in investing activities | (91.8) | (48.4) | (79.6) | | Net cash used in financing activities | (130.1) | (43.8) | (106.8) | - As of December 31, 2021, total outstanding debt was S/1,545.4 million (US$386.5 million), primarily comprising Senior Notes due 2023 (S/525.4 million), local Senior Notes due 2029 (S/259.5 million) and 2034 (S/309.4 million), and various short-term notes[694][697] - The company maintains cross-currency swap hedging agreements for US$132 million to mitigate foreign exchange risks on its U.S. dollar-denominated debt[695][706] Trend Information The Peruvian cement market is geographically segmented, with Cementos Pacasmayo as the sole northern producer, supplying 3.63 million metric tons in 2021, characterized by reliance on auto-construcción and long-term growth opportunities from housing and infrastructure deficits Cement Shipments by Region (thousands of metric tons) | Region | 2021 (thousand metric tons) | 2020 (thousand metric tons) | 2019 (thousand metric tons) | | :--- | :--- | :--- | :--- | | Northern Region | 3,687 | 2,614 | 2,628 | | Central Region | 6,841 | 5,047 | 6,492 | | Southern Region | 3,098 | 2,208 | 2,682 | | Total Peru | 13,626 | 9,869 | 11,802 | - Peru's cement market is primarily served by three main groups in distinct geographic regions: Cementos Pacasmayo (north), UNACEM (central), and Cementos Yura (south)[719][723] Directors, Senior Management and Employees This section details the company's leadership, compensation, board practices, and employee base, noting a seven-member board chaired by Eduardo Hochschild, performance-based executive compensation, four board committees, and 1,683 permanent employees as of year-end 2021 - The Board of Directors comprises seven members, including Chairman Eduardo Hochschild Beeck and CEO Humberto Nadal Del Carpio, with an average board member tenure of 9.96 years[729][738] - Executive compensation includes base salary, short-term cash bonuses tied to business objectives, and a long-term deferred cash incentive program for senior executive retention[766][770][771] - The company's Audit Committee consists of three independent directors, with Marco Antonio Zaldívar identified as the 'financial expert'[780] Employee Count by Year | Category | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Management | 39 | 40 | 36 | | Administrative personnel | 1,325 | 1,299 | 1,364 | | Plant workers | 319 | 328 | 321 | | Total | 1,683 | 1,667 | 1,721 | Major Shareholders and Related Party Transactions This section details the company's ownership structure, with Inversiones ASPI S.A. (controlled by Eduardo Hochschild) holding 50.0% of common shares, and outlines arm's length related party transactions including property leasing and administrative services Major Shareholders (as of March 31, 2022) | Shareholder | Common Shares (%) | Total Shares (%) | | :--- | :--- | :--- | | ASPI | 50.0% | 45.7% | | CPSAA (treasury shares) | — | 7.8% | | IN—Fondo 3 (AFP Integra) | 6.0% | 4.2% | | RI—Fondo 2 (AFP Prima) | 5.7% | 4.9% | | PR—Fondo 2 (PROFUTURO) | 4.7% | 4.4% | | American Depositary Receipt Program | 8.1% | 6.7% | - The company's controlling shareholder is Inversiones ASPI S.A. (ASPI), indirectly controlled by Chairman Eduardo Hochschild[800] - Related party transactions include leasing land to Compañía Minera Ares S.A.C. and providing administrative services to ASPI, Fossal, and Fosfatos del Pacifico[817] Financial Information This section confirms no material legal proceedings, details the dividend policy allowing distributions up to 100% of profit after reserves, and provides a history of dividend payments, noting a significant increase to S/0.79 per share in 2021 - The company is not currently a party to any material legal or administrative proceedings[822] Dividends Declared Per Share (in S/) | Year | Dividend per Share (S/) | | :--- | :--- | | 2021 | 0.79000 | | 2020 | 0.23000 | | 2019 | 0.36000 | | 2018 | 0.37700 | | 2017 | 0.35000 | | 2016 | 0.28500 | | 2015 | 0.28000 | The Offer and Listing This section details the company's securities trading markets, with ADSs listed on the NYSE (CPAC) and common shares on the Lima Stock Exchange (BVL), and describes the Peruvian regulatory environment overseen by the SMV - The company's ADSs are listed on the New York Stock Exchange under the symbol "CPAC", with each ADS representing five common shares[833] - The Lima Stock Exchange (BVL) is Peru's sole securities exchange, which FTSE reclassified from Secondary Emerging to Frontier market status in September 2020[834] Additional Information This section covers corporate and legal information, detailing by-laws, shareholder rights, material contracts, absence of Peruvian exchange controls, and a summary of Peruvian and U.S. federal income tax considerations for non-resident holders - The company has two share classes: common shares with voting rights and investment shares with no voting rights but equal rights to dividends and liquidation proceeds[850][851][852] - Material contracts include US$300 million Senior Notes due 2023, a S/570 million local bond program, a S/860 million medium-term corporate loan, and recent Pacasmayo plant expansion contracts[883][884][885] - For non-resident holders, cash dividends are subject to a 5.0% Peruvian withholding tax; capital gains from common shares are taxed at 5% if sold on the Lima Stock Exchange and 30% if sold outside[893][898] Description of Securities Other Than Equity Securities This section details fees charged by JPMorgan Chase Bank, N.A. to ADS holders, including issuance/cancellation fees (up to US$5.00 per 100 ADSs) and cash distribution/administrative fees (up to US$0.05 per ADS) - The depositary, JPMorgan Chase Bank, N.A., may charge ADS holders fees for issuance, cancellation, and cash distributions, such as up to US$5.00 per 100 ADSs for issuance or surrender, and US$0.05 or less per ADS for cash distributions[937][938] Controls and Procedures Management concluded the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021, with the latter receiving an unqualified opinion from the independent registered public accounting firm - Management concluded the company's disclosure controls and procedures were effective as of December 31, 2021[946] - Management concluded the company's internal control over financial reporting was effective as of December 31, 2021, based on the COSO framework, receiving an unqualified opinion from the independent registered public accounting firm[949][951] Corporate Governance As a "foreign private issuer," Cementos Pacasmayo follows Peruvian corporate governance practices, differing from NYSE standards by not requiring a majority of independent directors or fully independent committees, while adhering to Peru's non-mandatory code - The company, as a "foreign private issuer," follows Peruvian corporate governance practices, which differ from NYSE standards, for example, by not requiring a majority of independent directors[971][973] PART III Financial Statements This section presents the complete IFRS-compliant consolidated financial statements for Cementos Pacasmayo S.A.A. and subsidiaries as of December 31, 2021 and 2020, and for the years ended December 31, 2021, 2020, and 2019, with an unqualified opinion from the independent auditor Consolidated Statement of Financial Position (in thousands of S/) | Account | Dec 31, 2021 (thousand S/) | Dec 31, 2020 (thousand S/) | | :--- | :--- | :--- | | Total Current Assets | 1,009,390 | 877,739 | | Total Non-Current Assets | 2,192,382 | 2,138,545 | | Total Assets | 3,201,772 | 3,016,284 | | Total Current Liabilities | 722,160 | 265,070 | | Total Non-Current Liabilities | 1,283,807 | 1,383,659 | | Total Liabilities | 2,005,967 | 1,648,729 | | Total Equity | 1,195,805 | 1,367,555 | | Total Liabilities and Equity | 3,201,772 | 3,016,284 | Consolidated Statement of Profit or Loss (in thousands of S/) | Account | 2021 (thousand S/) | 2020 (thousand S/) | 2019 (thousand S/) | | :--- | :--- | :--- | :--- | | Sales of goods | 1,937,767 | 1,296,334 | 1,392,701 | | Gross profit | 559,431 | 375,286 | 486,895 | | Operating profit | 318,250 | 176,110 | 270,525 | | Profit for the year | 153,170 | 57,894 | 132,047 | Consolidated Statement of Cash Flows (in thousands of S/) | Account | 2021 (thousand S/) | 2020 (thousand S/) | 2019 (thousand S/) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 170,562 | 331,365 | 205,137 | | Net cash used in investing activities | (91,824) | (48,421) | (79,579) | | Net cash used in financing activities | (130,094) | (43,849) | (106,842) |