PART I Key Information This section details the significant risks facing the company, heavily influenced by Argentina's volatile macroeconomic and political environment, including high inflation, currency devaluation, and potential government intervention Risks Relating to Argentina The company's operations are predominantly in Argentina, making it highly susceptible to the country's economic volatility, including high inflation, currency devaluation, and political instability - Argentina's economy is characterized by extreme volatility, including high inflation and currency devaluation. The government has reintroduced significant exchange controls and restrictions, impacting business operations4445 Argentine Inflation Rates (CPI) | Year | CPI Increase (%) | | :--- | :--- | | 2020 | 36.1% | | 2021 | 50.9% | | 2022 | 94.8% | - Due to hyperinflation, the company is required to apply IAS 29 for inflation adjustments in its financial statements, which was previously prohibited but reinstated for periods ending on or after December 31, 20187273 - Significant peso devaluation adversely affects the ability to service foreign currency-denominated debt and could reduce domestic demand. In 2022, the peso depreciated by approximately 70% against the U.S. dollar based on official rates7982 - Government measures and union pressure could mandate salary increases, raising operating costs. The minimum salary has increased from Ps. 10,000 in June 2017 to Ps. 69,500 as of the report date8789 Risks Relating to Our Indirect Controlling Shareholder The company faces reputational and market price risk due to its affiliation with Mover Participações S.A., whose subsidiary was involved in Brazil's "Operation Car Wash" corruption investigation - A construction subsidiary of the company's indirect controlling shareholder, Mover Participações S.A., was involved in the "Operation Car Wash" investigation in Brazil, admitting to violations of anti-corruption laws135 - The subsidiary, CCCC, entered into leniency agreements and agreed to pay over 1.4 billion Brazilian reais in compensation and fines. Further adverse developments could subject Loma Negra to reputational damage and negatively affect its stock price136138 Risks Relating to Our Business and Industry The company is exposed to risks inherent in the cyclical and competitive cement industry, with demand tied to construction activity, alongside operational risks like rising energy costs and railway concession uncertainty - The cement industry is cyclical and sensitive to changes in supply and demand, which are affected by political and economic conditions139 - Competitors have been expanding their production capacity, which could intensify competition. Holcim Argentina S.A. expanded its "Malagueño" plant, and Cementos Avellaneda S.A. completed an expansion in late 2020142 - Energy is a significant cost component, with thermal and electricity costs representing approximately 24.6% of total cost of sales in 2022. Shortages or price hikes could materially impact operations154 - The company's railway concession, operated by Ferrosur Roca, was set to expire in March 2023. It has been extended for 18 months until September 2024, but the extension can be revoked at any time, creating uncertainty for logistics and operations198209 - The company faces risks from climate change legislation, particularly regulations on greenhouse gas (GHG) emissions, as cement manufacturing is an energy-intensive process that creates carbon dioxide182 Risks Relating to Our Ordinary Shares and the ADSs Investors in Loma Negra's ADSs face risks of significant price volatility due to Argentine macroeconomic factors, illiquidity, exchange controls impacting dividends, and limited minority shareholder influence - The market price of ADSs is subject to significant volatility due to factors including Argentine economic trends, investor perceptions, and industry competition232234 - Argentine exchange controls may impair the ability to receive dividends. Access to the FX Market for dividend payments to foreign shareholders requires prior BCRA approval or meeting specific conditions, which are restrictive243244 - The controlling shareholder beneficially owns approximately 52% of outstanding ordinary shares, giving it the ability to determine the outcome of most shareholder votes, including the composition of the board and major corporate transactions255 - As a "foreign private issuer" and a "controlled company," the company is exempt from certain NYSE corporate governance requirements, such as having a majority of independent directors and maintaining independent compensation and nominating committees257258259 Information on the Company This section provides a comprehensive overview of Loma Negra, detailing its history, position as a leading, vertically-integrated cement and concrete producer in Argentina, and its organizational structure History and Development of the Company Founded in 1926, Loma Negra has grown to become a leading cement producer in Argentina, marked by its integration into the InterCement Group, a 2017 IPO, and the 2021 inauguration of its expanded L'Amalí plant - The company was founded in 1926 and became part of the InterCement Group in 2005274277 - In December 2021, the company inaugurated a second production line at its L'Amalí plant, significantly increasing its production capacity and incorporating modern sustainability features283 - The company sold its 51% stake in Yguazú Cementos (Paraguay) in August 2020 for US$107 million, using the proceeds to repay debt and distribute dividends281 Business Overview Loma Negra is Argentina's sole nationwide, vertically-integrated cement and concrete company, holding a 44.9% market share in 2022, leveraging vast limestone reserves and its railway network - As of December 31, 2022, Loma Negra held a 44.9% market share in cement sales volume in Argentina285 Key Financials (in millions of Ps.) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenues | 145,133 | 143,501 | | Net Profit | 1,807 | 12,358 | | Net Profit Margin | 1.2% | 8.6% | Installed Production Capacity (as of Dec 31, 2022) | Product | Annual Capacity (million tons) | | :--- | :--- | | Cement | 12.1 | | Clinker | 7.1 | | Aggregates | 2.2 | | Lime | 0.5 | | Concrete | 1.3 million m³ | - The company estimates its existing quarries have sufficient limestone reserves for approximately 149 years of operation based on recent production levels286 - Energy is a major cost component, accounting for 25% of total cost of sales in 2022. The company diversifies its energy sources, including natural gas, petcoke, and co-processing of waste402404 - The company faces competition from three other principal groups: Holcim Argentina, Cementos Avellaneda, and Petroquímica Comodoro Rivadavia (PCR)471472 Organizational Structure Loma Negra C.I.A.S.A. operates through a simplified corporate structure, with key subsidiaries including Recycomb S.A.U. for waste recycling and Cofesur S.A.U., which controls the strategic Ferrosur Roca railway - The company's main subsidiaries are Recycomb S.A.U. (100% owned, waste recycling) and Ferrosur Roca S.A. (80% indirectly owned, rail freight)436488 Property, Plants and Equipment As of December 31, 2022, the company owns seven cement manufacturing plants, fourteen concrete plants, and one aggregates plant across Argentina, strategically integrated with its Ferrosur Roca railway network - As of December 31, 2022, the company owned seven cement plants, fourteen concrete plants, and one aggregates plant in Argentina489 - The L'Amalí plant, operational since 2001, has an annual installed production capacity of approximately 3.8 million tons of clinker and 6.0 million tons of cement, making it a cornerstone of the company's production494 - The LomaSer facility serves as a key blending, distribution, and logistics center, located 50 km from Buenos Aires and connected to other plants via the Ferrosur Roca railway. It handles approximately 35% of total cement dispatches497501 - The company's most significant recent investment was the second line of the L'Amalí plant, costing approximately US$320 million and increasing annual cement capacity by 2.7 million tons. The project was completed in December 2021512 Operating and Financial Review and Prospects This section analyzes the company's financial performance and condition, emphasizing the impact of Argentina's macroeconomic environment, including high inflation and currency devaluation, on revenues, costs, and profitability Operating Results The company's operating results are heavily influenced by Argentina's macroeconomic conditions, particularly GDP growth and high inflation, necessitating IAS 29 accounting adjustments and leading to a significant net profit decrease in 2022 - Financial statements are restated into constant currency according to IAS 29 due to Argentina's hyperinflationary economy. The inflation index applied was 94.8% for 2022, 50.9% for 2021, and 36.1% for 2020521524 Results of Operations (in millions of Ps.) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | 145,132.6 | 143,500.5 | 1.1% | | Gross Profit | 39,192.7 | 45,355.7 | (13.6)% | | Net Profit | 1,806.9 | 12,358.0 | (85.4)% | - The 85.4% decrease in net profit in 2022 was primarily driven by a Ps. 17.6 billion loss from securities transactions and higher costs of sales, which outpaced revenue growth726727734 Cost of Sales Breakdown (% of Total) | Component | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Thermal energy | 15.9% | 13.7% | 11.1% | | Salaries, wages and social security charges | 14.9% | 15.8% | 17.6% | | Depreciation | 12.3% | 11.8% | 12.5% | | Freight | 10.7% | 10.3% | 8.8% | | Electrical power | 8.7% | 9.8% | 9.3% | - In 2021, revenues increased by 17.3% compared to 2020, driven by a strong recovery in sales volumes across all segments post-COVID-19 restrictions737 Liquidity and Capital Resources The company's liquidity is primarily influenced by cash flow from operations, debt levels, and capital expenditures, with a negative working capital of Ps. 1.5 billion as of December 31, 2022, and 52% of borrowings in U.S. dollars Cash Flow Summary (in millions of Ps.) | Cash Flow Activity | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 31,362.0 | 29,316.1 | 35,944.9 | | Net cash used in investing activities | (4,716.9) | (17,229.6) | (4,606.5) | | Net cash used in financing activities | (24,781.8) | (17,063.1) | (38,448.1) | - As of December 31, 2022, total outstanding borrowings were Ps. 20.77 billion, with 52% denominated in U.S. dollars and 48% in Argentine pesos774775 - The company had a negative working capital of Ps. 1.459 billion as of December 31, 2022, mainly due to short-term debt and accounts payable757 - In February 2023, the company issued Class 1 Corporate Bonds for a face value of Ps. 25.6 billion (approx. US$133.3 million), maturing in 18 months783 Research and Development, Patents and Licenses, etc. As of December 31, 2022, Loma Negra holds 108 registered trademarks in Argentina, with 20 pending renewal, and does not own any registered patents, industrial models, or designs - As of December 31, 2022, the company had 108 registered trademarks in Argentina and does not own any registered patents790 Trend Information The company's performance is expected to remain closely tied to Argentina's challenging macroeconomic environment, with a severe drought impacting the agricultural sector in 2023, alongside persistent high inflation and currency depreciation - Argentina's economy is expected to be highly impacted in 2023 by a prolonged drought affecting the agricultural sector, which will likely reduce exports and tax revenues793 - The national consumer price index (CPI) reached 94.8% in 2022, while the Argentine peso depreciated 72.5% against the U.S. dollar, indicating continued macroeconomic instability794 Directors, Senior Management and Employees This section details the composition and governance structure of the company's Board of Directors and executive team, outlining compensation policies, board committees, and employee statistics Directors and Senior Management The company is managed by a Board of Directors consisting of nine members, including President Paulo Diniz and Vice-President & CEO Sergio Damián Faifman, and an executive team responsible for day-to-day operations - The Board of Directors consists of nine members, elected for one-year terms. Paulo Diniz serves as President and Sergio Damián Faifman serves as Vice-President and CEO803804 - The executive officer team is responsible for daily management and includes a CEO, CFO, Industrial Director, Commercial Director, and directors for the railway subsidiary, HR/Legal, and Supply Chain814 Compensation Executive compensation includes base salary and performance-based bonuses, with aggregate cash compensation for senior management at Ps. 786 million in 2022, complemented by stock-based long-term incentive plans - Aggregate cash compensation paid to senior management was Ps. 786 million in 2022825 - Shareholders approved total director compensation of Ps. 359 million for services rendered during 2022828 - On February 12, 2021, the company established two new long-term stock-based compensation plans, replacing a prior phantom stock program. These plans grant actual shares/ADSs based on employee permanence and Total Shareholder Return (TSR) performance844845851 Board Practices The Board of Directors operates under Argentine law, requiring loyalty and diligence, overseen by a Supervisory Committee, and supported by various committees including an Audit Committee composed of independent directors - Directors are jointly and severally liable for improper performance of their duties under Argentine law. They must act with the loyalty and diligence of a diligent business person857 - The company has an Audit Committee composed of three independent members, with Carlos Boero Hughes identified as the "audit committee financial expert"867869 - The Board has established several other committees to oversee specific areas: Disclosure Policy, Securities Operations Approval, Ethics and Compliance, People and Governance, Results, Finance and Strategy, and Risk and Reputation871875877878879 Employees As of December 31, 2022, Loma Negra had a total of 2,886 employees, primarily in Cement and Railroad segments, maintaining collective bargaining agreements with various unions without significant labor disruptions Employees by Business Segment (as of Dec 31) | Business Segment | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Cement | 1,421 | 1,408 | 1,404 | | Railroad | 1,090 | 1,105 | 1,151 | | Concrete | 278 | 253 | 272 | | Aggregates | 63 | 53 | 44 | | Others | 34 | 30 | 29 | | Total | 2,886 | 2,849 | 2,900 | Major Shareholders and Related Party Transactions This section identifies the company's major shareholders, with IC Trading Inversiones Argentina, S.L. holding 52.1%, and details arm's length related party transactions, primarily service and know-how agreements with InterCement Group affiliates Major Shareholders (as of April 25, 2023) | Name of Beneficial Owner | Percentage of Capital Stock (%) | | :--- | :--- | | IC Trading Inversiones Argentina, S.L. | 52.1% | | Capital International Investors | 6.1% | | ANSES | 5.3% | - The company has a know-how agreement with its parent, InterCement Participações S.A., for which it pays a royalty fee of 1% of its revenues for access to technology, engineering, and management systems896 - The company also has cost-plus service agreements with InterCement Brasil S.A. and InterCement Participações S.A. for consulting, training, and engineering services related to the L'Amalí Line 2 expansion project897899 Financial Information This section covers key financial information, including ongoing legal proceedings with Ps. 2.7 billion in controversy and Ps. 594 million provisioned, and the company's dividend policy, which saw Ps. 18.6 billion distributed in 2022 - As of December 31, 2022, the company faced legal and administrative proceedings with a total amount in controversy of approximately Ps. 2.732 billion, and had established a provision of Ps. 594 million for claims where loss was deemed probable903 - The company is subject to several ongoing antitrust investigations by Argentina's CNDC concerning market conditions and competitive practices in the cement industry911914915 - A securities class action lawsuit filed in New York State court, alleging that offering materials for the 2017 IPO failed to disclose material risks, is ongoing and in the discovery phase920921 - The company's dividend policy requires allocating 5% of annual net earnings to a legal reserve until it reaches 20% of share capital. Dividends are paid from remaining net profits as approved by shareholders925 - In 2022, the Board of Directors approved three separate dividend distributions from the 'Optional Reserve for Future Dividends' totaling Ps. 18.6 billion (nominal value)946949950 Additional Information This section provides supplementary details on the company's corporate structure, governance, and the regulatory environment, including its capital stock, shareholder meeting procedures, and Argentina's stringent exchange controls Memorandum and Articles of Association Loma Negra is an Argentine corporation with 583,483,151 ordinary shares, each with a par value of Ps. 0.10, and its bylaws outline a broad corporate purpose and procedures for shareholder meetings - As of April 25, 2023, after a capital reduction, the company's share capital consists of 583,483,151 ordinary, book-entry shares with a par value of Ps. 0.10 each967 - Shareholders' meetings are required to be convened within four months of the fiscal year-end to approve financial statements, allocate profit, and elect directors970 Exchange Controls Argentina has implemented rigid and extensive exchange controls that significantly restrict access to the foreign exchange market for purchasing foreign currency, requiring prior Central Bank authorization for many transactions, including dividend payments - Argentina has reinstated rigid foreign exchange controls, significantly restricting access to the FX Market for purchasing foreign currency983 - Prior authorization from the Argentine Central Bank is required for numerous transactions, including payment of dividends and earnings to foreign shareholders, with very limited exceptions984 - Proceeds from exports of goods and services are subject to mandatory repatriation and conversion into pesos through the FX Market within specified timeframes, ranging from 5 to 365 days depending on the product987 Taxation This sub-section details tax implications for investors, including a 7% Argentine withholding tax on dividends, a 0.50% Personal Assets Tax paid by the company on behalf of shareholders, and U.S. tax considerations for ADSs - Dividends paid from income generated after January 1, 2018 are subject to a 7% income tax withholding in Argentina1000 - Capital gains from the sale of shares by non-Argentine residents are generally exempt from Argentine income tax because the company's shares are publicly offered and traded on authorized markets1006 - The company is required to pay a 0.50% Personal Assets Tax on behalf of its shareholders, calculated on the book value of the shares, and is entitled to seek reimbursement from the shareholders10111012 - For U.S. Holders, dividends paid on ADSs are generally expected to be treated as "qualified dividends" subject to reduced tax rates, provided the company is not a Passive Foreign Investment Company (PFIC)1036 Quantitative and Qualitative Disclosures about Market Risk The company is exposed to several market risks, primarily interest rate risk from floating-rate debt, foreign currency exchange rate risk from U.S. dollar-denominated borrowings, and liquidity risk managed through cash flow monitoring - The company is exposed to interest rate risk as 85.1% of its consolidated loans accrued interest at a variable rate as of December 31, 20221060 - Foreign currency risk is significant, with Ps. 10.882 billion in U.S. dollar-denominated borrowings as of December 31, 2022. A hypothetical 25% depreciation of the peso would have increased this debt by approximately Ps. 2.039 billion10631064 - The company manages liquidity risk by monitoring cash flows and maintaining reserves. It notes that its ability to operate with negative working capital is a strategic decision due to foreseeable cash flows10661475 Controls and Procedures This section affirms the effectiveness of the company's internal controls, with management concluding that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, a conclusion supported by an unqualified attestation report from the independent auditors - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 20221080 - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 20221083 - The independent registered public accounting firm issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting as of December 31, 202210841120 Corporate Governance As a "foreign private issuer" and "controlled company," Loma Negra follows Argentine corporate governance practices, exempting it from certain NYSE requirements regarding independent directors and committees, while still complying with SEC Rule 10A-3 for its Audit Committee - The company follows Argentine corporate governance practices, which do not require a majority of independent directors on the board. Currently, four of the nine board members are independent11021103 - The company is exempt from the NYSE requirement to have compensation and nominating/corporate governance committees composed entirely of independent directors1103 - The company complies with SEC Rule 10A-3 for its Audit Committee and has voluntarily elected to meet all NYSE financial expertise, independence, and literacy requirements for this committee1103 PART III Financial Statements This section contains the company's audited consolidated financial statements for 2020-2022, prepared under IFRS and restated for hyperinflation per IAS 29, with an unqualified opinion from Ernst & Young on both the financial statements and internal controls - The consolidated financial statements were audited by Pistrelli, Henry Martin y Asociados S.R.L. (Ernst & Young), which issued an unqualified opinion1119 - The financial statements have been prepared in accordance with IFRS and comprehensively recognize the effects of Argentina's hyperinflation by applying IAS 29 to restate figures in constant currency1171 Consolidated Statement of Financial Position (in thousands of Ps.) | | As of Dec 31, 2022 | As of Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | 202,893,417 | 204,242,567 | | Total Current Assets | 40,288,123 | 37,244,545 | | Total Non-current Assets | 162,605,294 | 166,998,022 | | Total Liabilities | 86,946,180 | 62,997,858 | | Total Current Liabilities | 41,747,190 | 32,402,935 | | Total Non-current Liabilities | 45,198,990 | 30,594,923 | | Total Shareholders' Equity | 115,947,237 | 141,244,709 | Consolidated Statement of Profit or Loss (in thousands of Ps.) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | 145,132,614 | 143,500,526 | 122,382,364 | | Gross Profit | 39,192,667 | 45,355,694 | 37,037,843 | | Net Profit for the Year | 1,806,879 | 12,357,920 | 33,466,163 |
Loma Negra pania Industrial Argentina Sociedad Anonima(LOMA) - 2022 Q4 - Annual Report