Annual Report • Aug 12, 2019
Annual Report
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| ALRO Group – Overview | |
|---|---|
| Financial and Operational Highlights for H1 2019 | 4 |
| Letter to shareholders | 5 |
| ALRO Group - Major events in H1 2019 | 7 |
| Directors' Consolidated Report | |
| General information | 12 |
| Overview | 13 |
| Sales | 16 |
| Production | 17 |
| Procurement and Logistics | 18 |
| Financial Review | 20 |
| Operational analysis | 23 |
| Analysis of the trends or events that might have an impact over ALRO Group's activity |
28 |
| Main investments / strategic projects / research and development |
29 |
| Other information regarding the Group's activity | 31 |
| Corporate Social Responsibility | 32 |
| Changes with impact on share capital and the management of the Group's companies |
34 |
| Significant transactions | 35 |
| Outlook for H2 2019 | 36 |
| Abbreviations and definitions used in the report | 37 |
| Financial results of ALRO Group for H1 2019 (unaudited) |
|
| Interim condensed consolidated financial statements for the six months ended 30 June 2019 |
39 |
| Financial Results for Q2 2019 compared to Q2 2018 | 63 |
| Ratios in accordance with FSA regulation 5/2018 | 73 |
This Report is being supplied to you solely for your information and may not be reproduced in any form, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, by any medium or for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws.
Certain statements included within this Report contain (and oral communications made by us or on our behalf may contain) forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for ALRO Group, such as planned expansions, investments or other projects, (c) targeted production volumes and costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in ALRO Group's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forwardlooking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
Factors that could cause these differences include, but are not limited to: our continued ability to reposition and restructure our upstream and downstream aluminium business; changes in availability and cost of energy and raw materials; global supply and demand for aluminium and aluminium products; world economic growth, including rates of inflation and industrial production; changes in the relative value of currencies and the value of commodity contracts; trends in ALRO Group's key markets and competition; and legislative, regulatory and political factors. No assurance can be given that such expectations will prove to have been correct.
ALRO Group disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Note 1: In this report, the terms "ALRO Group" and "the Group" are sometimes used for convenience where references are made to ALRO S.A. and its subsidiaries, in general, and the terms "Company" and "Parent-company" are sometimes used for convenience where references are made to ALRO S.A.
The Half-Year Report (including Directors' Report and Interim condensed consolidated financial statements of ALRO and its subsidiaries) for the 6 months ended 30 June 2019 is unaudited and has been prepared in accordance with IAS 34 Interim financial reporting as adopted by the European Union (EU). The accounting policies are in accordance with the Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, which is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU).
The financial results for Q2 2019 compared to Q2 2018 included in this report are not audited and present ALRO Group figures in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU in accordance with the Ministry of Public Finance Order no. 2844/2016.
The indicators/ figures included in this report may be rounded to the nearest whole number and therefore minor differences may result from summing and comparison with exact figures mentioned in the financial statements.
Note 2: A list of all abbreviations and definitions used in this report can be found on page 37.
| Indicator | H1 2019 | H1 2018 |
|---|---|---|
| Primary aluminium production (tonnes) | 142,667 | 144,962 |
| Processed aluminium production (tonnes) | 54,575 | 55,839 |
| Alumina production (tonnes) | 226,679 | 273,235 |
| Bauxite production (tonnes) | 1,117,240 | 1,131,608 |
| Sales (thousand RON) | 1,506,218 | 1,563,610 |
| EBITDA¹(thousand RON) | 235,117 | 275,211 |
| EBITDA margin (%) | 16% | 18% |
| Adjusted net result2 (thousand RON) |
76,427 | 166,717 |
| Net result (thousand RON) | 79,708 | 154,151 |
| Indicator | H1 2019 | H1 2018 |
|---|---|---|
| Primary aluminium production (tonnes) | 142,667 | 144,962 |
| Processed aluminium production (tonnes) | 43,911 | 43,811 |
| Primary aluminium sales (tonnes) | 78,147 | 81,449 |
| Processed aluminium sales (tonnes) | 43,769 | 43,519 |
| Sales (thousand RON) | 1,330,783 | 1,376,854 |
| EBITDA1 (thousand RON) |
106,253 | 217,100 |
| EBITDA margin (%) | 8% | 16% |
| Adjusted net result2 (thousand RON) |
43,752 | 174,213 |
| Net result (thousand RON) | (1,481) | 161,169 |
| Adjusted net result2 per share (RON) |
0.061 | 0.244 |
| Net result per share (RON) | (0.002) | 0.226 |
1EBITDA earnings before interest, taxes, depreciation, amortization and impairment;
2 Adjusted Net Result: Company's net result plus/(minus) non-current assets impairment, plus/(minus) the loss/ (gain) from derivative financial instruments that do not qualify for hedge accounting, plus/(minus) deferred tax.

Marian NĂSTASE, Chairman

Gheorghe DOBRA, Chief Executive Officer
Nowadays, we live in a world of limited natural resources, which indicates that "acting green" has to become the mind-set of each organization, which further translates in reaching the status of a greener, sustainable and innovative production facilities. This is feasible by investing in recycling, more efficient and state-of-the-art technologies.
Aluminium is a unique and extraordinary material with "permanent" properties, as it can be recycled infinitely without losing its properties, which ensures its sustainable utilisation. Recycling aluminium saves 95% of the energy needed for primary production, therefore the potential for decarbonisation might be tremendous. In the same time, aluminium offers several benefits for the most efficient current technologies and the future innovative solutions – it has a very low specific weight, it is very resistant against multiple forms of corrosion, it is a good thermal and electrical conductor, it cannot be magnetized or burnt, it offers a high diffuse reflectivity and low secondary heat emission factor etc. – all these incredible properties make aluminium a "star material" in various industries such as aerospace, transportation, constructions, food.
At ALRO, in the first half of 2019, we acknowledged once more all these advantages of the aluminium and we stayed focused on the sustainable growth of our business in an environment which continued to be challenging during this period. The whole aluminium industry was marked by unpredictability considering the US administration import tariffs, lower levels of LME, higher costs for raw materials and utilities, while on the upstream side, Alunorte announced restarting its production and new alumina facilities were being commissioned worldwide – all these external factors negatively affected the Group's results and most probably they will impact H2 2019 results, as well.
Locally, ALRO Group and particularly ALRO which is the main electricity consumer in Romania continued to be deeply exposed to the electricity prices volatility. ALRO is dependent on the local energy system and electricity accounts for the foremost portion of our total costs and this means we have to continue implementing most advanced technologies to maximize our performance and to reduce the consumption rates at a minimum possible level. The electricity price evolution in Romania represents one of the main topics in our agenda and we are paying attention to all developments in this area to assure that we can take in real-time the most suitable measures to mitigate any additional risks that might have an impact on our business.
As an immediate effect of the above-stated factors, our H1 2019 results showed a descending trend and we reported a slowdown in the Group's profits. However, EBITDA margin was 16% with a level of RON 235 million in H1 2019 and the Group's gross profit margin was of 11%, RON 164 million, respectively. This is in line with what happened to our competitors, as well, which also reported a decline in profits or even losses in H1 2019. On the operational side, for the first half of 2019 we had ambitious goals about the level of both primary and FRP productions and even though we kept our focus to report higher HVHAPs production levels and market share, due to certain delays in commissioning of Cold Rolling Mill no. 2 and due to the market slowdown we managed to report only steady levels. However, we demonstrated that we have a solid business and during the first six months ended on 30 June 2019, the Group's cash generated by operations was of RON 194 million, cash used in investing activities was RON 75 million and cash provided by financing activities was RON 102 million. Furthermore, during the OGSM held on 25 April 2019 a gross dividend of RON 0.45756 for one share for the financial year 2018 was distributed in full which shows once more that ALRO makes sustained efforts to create shareholders value.
Notwithstanding the unfavourable market conditions, in H1 2019 we continued the investments started in the prior years in higher efficiency projects while keeping our focus on the research and development areas. Hence, we succeeded to do a big step further within ALRO's strategy of becoming greener, more sustainable and more energy-efficient by successfully commissioning the first five pots with the AP12LE technology. This project agreement was signed with Aluminium Pechiney, part of Rio Tinto Aluminium back in September 2018 and its implementation was the outcome of a solid collaboration between ALRO's and AP Technology teams. The collaboration will continue during the coming months to demonstrate the efficiency of this technology which includes an energy consumption below 13 MWh/tonne (DC) from an average of 13.28 MWh/tonne (DC). This year ALRO intends to put in execution 32 electrolysis pots based on AP12LE Technology.
Furthermore, in our alumina plant, ALUM we continued in H1 2019 the strategic project for converting the red mud into a commercially viable product in different industries, primarily to be used in agriculture to neutralize acidic soils, enhancing its chemical properties and thus, improve crop's productivity. The research work on this subject started on 2011 and numerous monitoring reports, research and laboratory tests have been carried out on the storage and use of red mud by prestigious research institutes in Romania, while the operations are carried out in agricultural research facilities located in Albota Pitesti, Arges which have an albic luvisol, that is a common acid soil with moderate pH and improper agrochemical features from the perspective of intensive agriculture. This is another example of the strong sustainability concern of the Group with the ultimate purpose to reduce its environmental footprint.
Another achievement reached by ALRO in the first half of 2019 is represented by its inclusion in the main indices of the Bucharest Stock Exchange, respectively BET and BET-TR (the total return version of BET). As of now, BET index includes 16 companies, a local capital market premiere and it represents an unprecedented diversification of the sectors reflected by BET index. ALRO's shares have been listed on the Bucharest Stock Exchange since October 1997, and following this decision ALRO becomes the first company in the aluminium industry present in these two indices.
On the operational side, we achieved a major milestone, too and in H1 2019 ALRO which produced the first batch of Romanian aluminium back in 1965, in May 2019 reached the impressive level of 10 million tonnes of electrolytic aluminium produced until now.
Besides all these, in H1 2019 the Company's structure and administration were significantly changed and not only that the number of seats in the Management Board was extended to 11 persons, but new and experienced experts from various industries such as banking, law, consultancy joined the Company for a fouryear mandate. This action is in line with the Company's strategy to strengthen its transparency and visibility on the Romanian capital market and worldwide.
At ALRO - a top European company, we believe that aluminium is part of our future and this is in line with the European Aluminium Vision 2050, association in which the Company is an active player and an important contributor. Challenges are omnipresent and most probably are here to stay; but challenges are making us stronger and determine us to strengthen our efforts to remain committed to our long-term strategy of achieving sustainable and organic growth. Even though the recovery signs derived from the market are still unpredictable, we will continue to set for us challenging objectives and deliver them to an extent that is achievable considering the current and future market developments, for the benefit of our shareholders, investors and employees.
Marian NASTASE, Chairman of the Management Board Gheorghe DOBRA, Member of the Management Board (Chief Executive Officer)
In the first half of 2019, the LME continued its decreasing trend as showed at the end of 2018, leading to an average price for the six-month period ended on 30 June 2019 of 1,826 USD/tonne, compared to the LME average price recorded for the similar period of 2018 of 2,209 USD/ tonne, while for the same period of 2017 a similar level was reported, i.e. an average of 1,880 USD/tonne. In H1 2019 the highest LME value reported was of 1,923 USD/tonne in March, while the highest value for H1 2018 was of 2,603 USD/tonne in April.
During the first six months of 2019, the global market continued to look fragile and reported decreased aluminium prices quoted at the London Metal Exchange (LME) and higher raw material prices, levels influenced also by several factors such as: the risks of higher production output in China, the US Government policies regarding the imposed aluminium tariffs and potential new imposed barriers, Alunorte curtailment, macro uncertainty, estimated aluminium global deficit for 2019 etc. Also, the aluminium industry was impacted by an increased political unpredictability at a global level regarding law and regulations, taxes, environmental protection, CO2 and green certificate prices and allocations.
The LME decreased quotations altogether with the above mentioned external factors impacted negatively the financial results of all major companies in the aluminium industry, which reported either significant reduction of profits or losses in the first half of 2019.
However, the analysts estimate a potential recovery of the aluminium market, later this year, based on the metal balance deficit registered at this point.
Locally, the energy supply remains a challenge, as approximately 40% of the national electricity consumption is covered by supply from transactions on the day ahead market (PZU), leading to price distortions. Being a highly volatile market, the spot prices have reached very high levels, with a negative impact on final consumers in general, and on energy-intensive users, in particular. Besides, no compensation for indirect emission is available in Romania or a steady-state energy consumption profile to help National Energy Transport System in Romania as it happens in countries that have active players in the aluminium industry. For ALRO this situation translates in higher production costs, which negatively impacted the final results reported for the six months ended on 30 June 2019.
The Group published its Sustainability Report for 2018 which covers, among others, ALRO Group's accomplishments in respect of the environment, health and safety, education and involvement in the local communities, with emphasis on ALRO, the Parentcompany during the financial year 2018.
The Group continued in 2018 to consolidate its strategy of increasing the high and very high-value products' percentage in the total production and continued to invest in research and development and in state-ofthe-art equipment and technology, with the purpose of improving the products' quality and quantity, while reducing the total resource consumption rates and, in the same time, the impact on the environment. One of the Group's main objectives regarding its production facilities remains to achieve the Green Factory, Next Generation Factory, Innovating and Sustainable status, with close to zero waste and emissions. The first steps in this direction have already been taken as ALRO signed, in 2018, an agreement with Aluminium Pechiney (Rio Tinto Aluminium) to implement, at its plant in Slatina, a technology that will allow a further reduction in electricity consumption rates.
Involvement of ALRO Group in the communities in which it activates continued in 2018 through countless sponsorships in education (including the dual-training program continuation for preparing the future specialists) or financial support for sporting and cultural events, as well as the internship programs for students at specialized faculties within the Group companies.
In line with the Corporate Governance best practices and with the Bucharest Stock Exchange Code, ALRO has in place an Audit Committee which decided during the meeting that took place on 6th of June 2019 to appoint Mr. Vasile Iuga (Independent Non-Executive Member of the Board of Directors) for the position of Chairman of the Audit Committee.
Each year ALRO is present at the main events organized for the aerospace and aluminium industries. Thus, during the period 17–23 June 2019, the Company participated in the International Paris Air Show – Le Bourget 2019, altogether with other seven companies from the aerospace industries under the Romanian flag.
Romania has been present at the International Paris Air Show - Le Bourget since the 1960s, participating in all editions. The constant participation of the Romanian aerospace industry representatives at the event led during the past years to several contracts for the Romanian companies. This participation is organized by the Ministry for the Business Environment, Commerce and Entrepreneurship through the Export Promotion Program, in collaboration with the Association of Romanian Aeronautical Companies (OPIAR).
The previous edition of the fair was attended by 2,381 exhibitors from 48 countries, presenting their products to a record number of more than 350,000 visitors.
The Group's subsidiary, SMHL intends to start in H2 2019 an alumina tri-hydrate plant construction project with a capacity of 200,000 tonnes per annum ("ATH project"). In February 2019 a pre-feasibility study was concluded and approved by SMHL's shareholders and a bankable feasibility study has commenced, which will continue until the end of 2019. As a part of this feasibility study, SMHL undertook in 2019 extensive exploration programs in the northern part of its concession area to establish JORC compliant bauxite ore reserves and mineral resources suitable for ATH project. The total investments done for this project in H1 2019 is of USD 0.4 million. For starting the implementation of this new investment project, the company signed a Tripartite Agreement in the form of Memorandum of Understanding between Afreximbank, SMHL and Government of Sierra Leone on 21st of June 2019.
In line with the worldwide attitude in respect of environmental footprint limitation, creating value by running sustainable businesses and aiming to have green facilities in the aluminium industry, as well, ALRO put an emphasis on increasing the capacity of its Eco-Recycling facility, while being aware that this would also reduce the higher energy costs burden in the future. In this way, in H1 2019, the Company managed to reach a level of 400,000 tonnes of aluminium scrap recycled and re-melted metal until now, out of which 30,000 tonnes in the new Eco Recycling Facility and 370,000 tonnes in the existing Cast House. ALRO aims to increase even more the processing capacity of the Eco-Recycling Facility to reach a total waste processing capacity of 100,000 metric tonnes per year, by 2020.
As previously announced, ALRO started to implement in 2018 a project together with Aluminium Pechiney, part of Rio Tinto Aluminium (RTA) regarding the AP12LE technology for upgrading the electrolysis pots to reduce the specific energy consumption by approximately 300 kWh/tonne of aluminium, while maintaining the current production. The AP12LE technology implementation is part of the Company's long term programme for increasing the energy efficiency of the technological processes, targeting an energy consumption below 13 MWh/tonne.
Thus, in May and June 2019, five pots AP12 Low Energy were put into operation within this new program to reduce specific electricity consumption. The AP12LE technology targets an energy consumption below 13 MWh/tonne, from an average of 13.28 MWh/tonne, while maintaining current efficiency at its current level (more than 95.5%). The AP12LE pots design is based on the "Technology Brick" approach, developed by RTA and uses new relining materials, new cathodes and metallic bar assemblies and slotted anodes. Modernization of the plant will be performed in stages, in compliance with the pot repair schedule, and will not impact the aluminium production.
In 2019, ALRO plans to put in operation 32 electrolysis pots based on AP12 LE technology.
In line with Vimetco Extrusion's plans to optimize its processes and to achieve more efficient operations and thus to better respond to their customers' requests, on 27th of June 2019, ALRO's subsidiary, Vimetco Extrusion contracted an overdraft facility amounting EUR 9 million from ING Bank.
Vimetco Extrusion is actively involved in sustaining performance and remains one of the main partners of the Barwell Motorsport team on their way of achieving excellent results. Thus, on 14th of May 2019, the defending Blancpain GT Series AM Cup champions Leonid Machitski, Adrian Amstutz and Miguel Ramos were back in action and finished an impressive 1st place at the end of the 3 hours' endurance race at the historic venue and "Home of British Motorsport", the famous Silverstone Circuit in the UK. Vimetco Extrusion backed #77 Lamborghini which scored as many points as possible in the first two races of the season. The Silverstone win became the fourth win in a row, which started after their triumphs in the 2018 Spa 24h.
Vimetco Extrusion proudly sustains Barwell Motorsport team and wish them great success in all future challenges.
ALRO produced the first batch of Romanian aluminium back in 1965 and since that historical moment, on 18th of May 2019, the Company reached an impressive level of 10 million tonnes of electrolytic aluminium produced. ALRO is the only producer of primary aluminium and aluminium alloys in Romania and one of the largest vertically integrated aluminium producers in Europe, measured by production capacity.
Following a resolution of the Board of Directors meeting that took place on 25th of April 2019, two new appointments took place, as follows: Mr. Marian Daniel Nastase was reconfirmed in the position of Chairman of the Board of Directors and Mr. Serghei Gheorghe was re-elected in the position of Vice-President of the Board of Directors.
In accordance with the current legislation, ALRO organized the OGSM and EGSM in April 2019 during which several business and administrative items for ensuring a smooth running of the business in 2019 included in the agenda were approved, such as: the amendment of the Articles of Incorporation, updates regarding the Company's working points, a new shareholders structure based on the latest transactions, Audit Committees'' members appointment and remuneration, new Board of Directors structure and composition (i.e. increase of the number of seats in the Board from seven to 11, appointment of a new Board of Directors of 11 members for a mandate of four years, following the application of the cumulative voting method), approval of the Annual Report for 2018 (including Directors' Report, Auditor's Report and consolidated and separate financial statements of ALRO for financial year ended on 31 December 2018, 2019 Investment Plan, appointment of the auditor for financial year 2019 etc.
In accordance with the legislation's requirements, ALUM held on 24th of April 2019 the Ordinary General Meeting of Shareholders of Alum S.A. and the following items were approved among others: Directors' Report and Financial Auditor's Report for financial year 2018, the consolidated and separate financial statements of ALUM for financial year 2018, 2019 Budget and Investment Plan, Directors' remuneration for 2019, appointment of the auditor for financial year 2019 etc.tc.
On 22nd of March, following Mr. Adrian Manaicu (Independent Non-Executive Member of the Board of Directors) resignation from the Board of Directors of ALRO and by following the current legal requirements, a new General Shareholders Meeting had to be summoned for the appointment of a new member in ALRO's Board of Directors. In addition to this resolution, at the request made by Vimetco N.V., the majority shareholder of ALRO, it was approved that the election of the members of ALRO's Board of Directors to be organized using the cumulative vote method, at the next GSM.
On 21st of March, the Company announced that it had received and registered both the resignation of Mr. Adrian Manaicu (Independent Non-Executive Member of the Board of Directors), from his position as member of the Board of Directors of ALRO, as well as the resignation of Mr Serghei Catrinescu, from his position as member of the Audit Committee of ALRO.
We thank to Mr. Manaicu for his valuable contribution in ALRO's Board of Directors and he remains in full connection with ALRO by having him as a member in the Company's Audit Committee.
The capital market recognized ALRO's sound development and strong long-term strategy by successfully closing the largest private placement of shares on the Bucharest Stock Exchange at the end of 2018 and starting from 18 March 2019, the Index Committee of the Bucharest Stock Exchange approved the inclusion of ALRO (code ALR) in BET, the main index of the market, and in BET-TR, the total return version of BET.
The BET index will thus include 16 companies, which is the first time in the history of the local capital market, and it represents an unprecedented diversification of the sectors reflected by BET index.
ALRO's shares have been listed on the Bucharest Stock Exchange since October 1997, and following this decision ALRO becomes the first company in the aluminium industry present in these two indices.
On 6th of March 2019, ALUM, the only producer of calcined alumina in Romania, announced that it allocated more than one million USD, in 2018, in safely storing the red mud derived from bauxite processing. ALUM continues its strategic program of converting the red mud into a commercially viable product in other industries, especially to be used in agriculture to neutralize acidic soils and increase crop's productivity. This is an example of the investments with the final aim to reduce the environmental footprint of the Company. In 2018, ALUM invested in the modernization of the mud dump, while it continued the strategic program for identifying solutions and opportunities to use this secondary product in agriculture and very good results in terms of soil fertilization were obtained. The annual program is implemented by the National Institute for Research and Development for Soil Science, Agro-Chemistry and Environmental Protection (ICPA Bucharest), and the experiments are carried out in agricultural research facilities located in Albota Pitesti, Arges which have an albic luvisol, that is a typical acid soil with moderate pH and inappropriate agrochemical properties from the perspective of intensive agriculture. Until now, different amounts of red mud have been used in combination with organic and chemical fertilizers in different experimental versions of the quantities used. Thus, usage of red mud on moderate acid soils increases the alkalinity of the soil, transforming naturally acidic soil in conventional alkaline soil, by increasing the content of its chemical properties.
ALUM initiated the research work on the variable composition of the mud in 2011 intending to find new technologies to convert the red residue obtained from the processing of the bauxite, in a product commercially viable. In recent years, several monitorization, research and laboratory tests have been carried out on the storage and use of red mud by prestigious research institutes in Romania, such as ICIM Bucharest (The Research Institute of the Ministry of Environment), ECOIND Bucharest, IMNR Bucharest, IPROCHIM SA Bucharest etc.
On the hearing dated 28th of February 2019, the Court dismissed, as being ungrounded, the second appeal filed by the plaintiff S.P.E.E.H. Hidroelectrica against the civil action decision no. 1346/A of 26 September 2017, ruled by the Court of Appeal Bucharest Section V Civil Law in the case file no. 13264/3/2015 and this decision is final.
Therefore, ALRO made a public announcement in this respect, as it was published on the Courts of Law web portal and on the High Court of Cassation and Justice of Romania website.
ALUM implemented the project "Endowment of Alum's Research and Development Department with independent reliable research installations to support the increase in economic competitiveness and business development", co-funded by EU grants within the European Regional Development Fund through the Competitiveness Operational Programme 2014-2020: "Investment in Sustainable Development".
The project was started on 8th of September 2016 and the main purpose of the project was the enhancement of the research, development and innovation capacity, in order to increase the level of innovation and market competitiveness of the company by purchasing and putting into use research and development equipment. The implementation period of this project was of 24 months; the total value of the project amounted to RON 20 million, out of which, more than six million RON represented non-refundable grants.
ALRO implemented the project "Investments for the Research Development Department of ALRO aiming at improving the research/ innovation infrastructure for the aluminium alloy heat treated plates with high qualification industrial applications", co-funded by EU grants within the Research and Development Programme ("Project co-funded by the European Fund for Regional Development through the Competitiveness Operational Programme 2014-2020"). The project was started on 5th of September 2016 with a
deadline set at the beginning of March 2019. The project's main objective was to increase the research, development and innovation capacity within the Company with the aim to increase the business competitiveness, as well as to improve the research and development infrastructure, to develop new products while improving the Company's scientific capacity in intelligent specialization areas.
The project involved the purchase of heat treatment and stretching research equipment amounting to approximately RON 115 million, out of which approximately RON 35 million represented non-refundable grants.
The equipment purchased under this project was commissioned and put into service in 2019 and is expected to provide ALRO advanced means of research in the field of plates designed for highly specialized industrial applications, thus increasing the Company's know-how and ability to manufacture highly specialized products which may generate benefits for the Company and increase ALRO's competitiveness on the market.
| Company's address | 116 Pitesti Street, Slatina, Olt County |
|---|---|
| Telephone number | +40 249 431 901 |
| Fax number | +40 249 437 500 |
| Registration number in the Trade Register | J28/8/1991 of 31.01.1991 |
| Fiscal code | RO1515374 |
| Class, type, number and main features of the financial instruments issued by the company |
Registered dematerialised and ordinary shares |
| Subscribed share capital, fully paid up | RON 356,889,567.5 |
| The European Unique Identifier (EUID) | ROONRCJ28/8/1991 |
| Legal Entity Identifier (LEI) Code | 5493008G6W6SORM2JG98 |
| Organised market on which shares and stocks are traded | Bucharest Stock Exchange - Regulated Market (market symbol: ALR) |
| Total market value for each class of shares | Premium Tier Category - 1,534,625,140¹ RON |
| Company | Parent | Shareholding (%) |
|---|---|---|
| ALRO S.A. | Vimetco NV | 54.19 |
| Alum S.A. | ALRO S.A. | 99.40 |
| Conef S.A. | ALRO S.A. | 99.97 |
| Vimetco Extrusion SRL. | ALRO S.A. | 100.00 |
| Global Aluminium Ltd. | Alum S.A. | 100.00 |
| Bauxite Marketing Ltd. | Global Aluminium Ltd. | 100.00 |
| Sierra Mineral Holdings I Ltd. | Global Aluminium Ltd. | 100.00 |
ALRO Group is registered at FSA as per Decision no. A/632/ 26 November 2013.
1Calculated based on the BSE quotation available on 28 June 2019 - the last day of H1 2019 when ALRO's shares were traded (713,779,135 shares * RON 2.15/share)
ALRO S.A. together with its subsidiaries (''ALRO Group'' or ''the Group'') is one of the largest vertically integrated aluminium producers in Europe, measured by production capacity. With operations throughout all major stages of aluminium production, the Group consists of upstream and downstream divisions, from the mining and refining of raw materials to the production and sale of primary and processed aluminium products.
ALRO ("the Company" or "the Parent-company") was established in 1961 and founded for an unlimited period of time under the form of a joint-stock commercial company in accordance with Romanian Government Decision no. 30 of 14 January 1991 on the establishment of commercial companies in the nonferrous metallurgy sector. The Company's administrative and managerial offices are located in Romania.
ALRO is part of an integrated Group that produces aluminium, which covers the entire technological process, from bauxite mining to obtaining processed products. The Company was registered under the trade name "ALRO S.A." and has been listed on the Bucharest Stock Exchange since 16 October 1997. The Company's Shares are traded on the Bucharest Stock Exchange under the symbol "ALR".
The major shareholder of ALRO S.A. is Vimetco N.V. (the Netherlands), which holds 54.19% of the Company's share capital (as of 31 December 2018). Vimetco N.V is a privately held company and its registered office is at Strawinskylaan 403, World Trade Center, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands. The Company's ultimate controlling entity is Maxon Limited (Bermuda).
ALRO Group includes the following companies:
In this way, the Group managed to provide an integrated production chain, securing the raw materials for ALRO.

The Group is vertically-integrated, its operations being organized, for management purposes, in four segments: Bauxite, Alumina, Primary Aluminium and Processed Aluminium. In this way, the resources are efficiently allocated and the segments performance is properly evaluated, while being the basis on which the Group reports information to its management:
Both smelting and processing mills are located in Slatina, while the alumina refinery is located in Tulcea, Romania (Europe).

In respect of ALRO, the Company is structured in two divisions:
• Primary Aluminium Division includes the Company's primary aluminium internal division, and comprises the anodes section, the electrolysis section, the casting house, the aluminium Eco Recycling Facility, repairs and spare parts production units, road and rail transportation and other ancillary sections. After investing in modernizing its equipment and in new technology, ALRO reached a production capacity of 265,000 tonnes of electrolytic aluminium per annum having the possibility to produce in six potrooms the same quantitities produced 20 years ago in ten potrooms. The Eco Recycling Facility has a capacity of 35,000 tonnes of recycled solid aluminium and a total primary cast aluminium capacity of 340,000 tonnes per annum. At the same time all necessary anodes for the electrolysis of alumina are internally produced;
• Processed Aluminium Division ("FRP Division") depends on the specific product range produced at any one time, the Group's facilities generally have a capacity of 100,000 tonnes per annum of FRPs and 25,000 tonnes per annum of extruded profiles. The Group intends to increase its FRP production capacity from 100,000 tonnes per year in 2018 to 120,000 tonnes per year by 2022.
The Group's subsidiaries hold several certifications. For example, ALRO is ISO 9001, ISO 14001,OHSAS 18001, ISO 50001 certified for quality management and has NADCAP, as well as EN 9100 certifications for aerospace production, and also the ISO TS/IATF 16949 certification for automotive industry, its products being certified by the international standards for quality assurance for primary aluminium as set by the London Stock Exchange and those for flat rolled products, as well.
| Location | Function | Certification |
|---|---|---|
| Tulcea | Alumina refinery | ISO 9001:2015, ISO 14001:2015, SR OHSAS 18001:2008 (BS OHSAS 18001:2007), SR EN ISO 50001:2011 (ISO 50001:2011) |
| Slatina | Smelting and Casting. | Management Systems |
| Quality SR ISO 9001: 2015, certificate no. 10, valid until 16.03.2020 EN 9100:2018, certificate no. 359559 AS0018D, valid until 02.07.2022 IATF 16949:2016, certificate no. 359559 IATF16, valid until 11.09.2020 |
||
| Environmental SR ISO 14001:2015, certificate no. 11, valid until 16.03.2020 |
||
| Occupational health and safety SR ISO 45001:2018, certificate no. 116, valid until 16.03.2020 |
||
| Energy ISO 50001:2015, certificate no. 24, valid until 30.08.2021 |
||
| Slatina | Processing (FRPs and extrusion). |
Management Systems |
| Quality SR ISO 9001: 2015, certificate no. 10, valid until 16.03.2020 EN 9100:2018, certificate no. 359559 AS0018D, valid until 02.07.2022 IATF 16949:2016, certificate no. 498033 IATF16, valid until 11.09.2020 |
||
| Environmental SR ISO 14001:2015, certificate no. 11, valid until 16.03.2020 |
||
| Occupational health and safety: SR ISO 45001:2018, certificate no. 116, valid until 16.03.2020 |
||
| Energy ISO 50001:2015, certificate no. 24, valid until 30.08.2021 |
||
| Product certifications Pressure Equipment European Directive, AD 2000 Merkblatt W 0 EN 764-5, certificate no. DGR 0036-QS-W 717/2015/MUC, valid through October 2021 Structural products for construction, CE Mark EN 15088, certificate no. 0036 - CPR - M - 084 – 2015, valid until 29.06.2021 |
||
| ALRO Rolled Products for Marine Applications Alloys 5083 and 5754, certificate no. SMS.W. II/66597/B.0, valid until 25.07.2019 Alloys 5083 and 5754, certificate no. 10714/D0 BV, valid until 26.09.2021 Alloys VL 5083 and VL 5754, certificate no. AMMM00000N7, valid until 30.05.2022 |
||
| Special Process Accreditation NADCAP Heat Treatment and Laboratory Testing, certificate no. 8680171137, valid until 31.10.2019 NADCAP Non-Destructive Ultrasonic Testing, certificate no. 8680171457, valid until 31.01.2020 |
||
| Sierra Leone | Bauxite mining | ML/F/SA/400 dated 11.03.2019 - certification of factory name for 2019 "GONDAMA PLANT SITE" for bauxite mining ML/F/SA/401 dated 11.03.2019 - certification of factory name for 2019 "MATTA CAMP" for bauxite mining |
| ML/F/SA/402 dated 11.03.2019 - certification of factory name for 2019 "NITTI HARBOUR SITE" for bauxite mining ML/F/SA/403 dated 11.03.2019 - certification of factory name for 2019 "CAT GARAGE (GONDAMA PLANT SITE)" for maintenance of CAT machines - new ML/F/SA/404 dated 11.03.2019 - certification of factory name for 2019 "HEAVY VEHICLE GARAGE (GONDAMA PLANT SITE)" for maintenance of heavy duty vehicles – new Transportable Moisture Limit (TML) Certificate for SMHL bauxite cargo dated 04.03.2019 ML/F/SA/217 dated 11.06.2018 - certification of factory name for 2018 "MATTA CAMP" for storage of petroleum products (AGO) for use by the institution (in progress) ML/F/SA/215 dated 11.06.2018 - certification of factory name for 2018 "GONDAMA PLANT SITE" for storage of petroleum products (AGO) for use by the institution (in progress) ML/F/SA/216 dated 11.06.2018 - certification of factory name for 2018 "NITTI HARBOUR SITE" for storage of petroleum products (AGO) for use by the institution (in progress) |
ALRO produces a diversified range of products, as detailed below:
The Company receives alumina from ALUM, its own alumina refinery with an installed capacity of 600,000 tonnes per year which is obtained by using the bauxite mined in Sierra Leone. ALRO produces value added primary aluminium products for its customers and the primary aluminium is also used as raw material by the processed aluminium production facilities. Moreover, the Company sells aluminium alloys billets to its subsidiary, Vimetco Extrusion that further produces extruded products.
The main markets for the aluminium produced by the Group are in the European Union (including Romania), but the Group also sells its FRPs in Turkey, North and South America and Asia. The global aluminium market has been lately characterised by significant consolidation in the last decade and competition is mainly driven by sale price and product quality. The Group's main competitors on the international aluminium market are Amag, Constellium, Arconic, Kaiser, Impol, Aleris, Hulamin, Kumz, Egyptalum and several Chinese producers for FRPs, and Trimet, Hydro Aluminium, Alcoa, Rusal, 9Dubal, Alba and Egyptalum for its primary aluminium product like aluminium wire rod and billets. In addition to global competitors, the Group competes with Slovalco-Hydro Aluminium, ADG, Talum and Aluminij Mostar in Central, as well as Southern and Eastern Europe and with KUMZ (Russia) and Arconic (worldwide).
In H1 2019 the aluminium demand has continued globally its growth trend. Nevertheless, in some market segments and areas especially in the second quarter of 2019, the aluminium demand has gone down as a result of:
USA Antidumping measurements for Chinese common aluminium alloys has stopped more or less the import to the USA but increased the Chinese FRP imports to Europe resulting in much lower premiums than Western suppliers not only for common alloys 5xxx alloy but also for plates 2xxx, 6xxx, 7xxx alloys. In the first four months of 2019, the Chinese imports to Europe nearly doubled compared to the same period of 2018.
The final lifting of USA sanctions against Rusal in Q1 2019 brought back more aluminium into the market on one side but put premiums under pressure for billets with strong premium decrease end of Q 2 2019 on the other side.
LME downwards trend might be a result of this contrasted situation although worldwide aluminium primary metal deficit still exists and should support an upwards trend of LME.
ALRO sales policy in this challenging environment focused in H1 2019 on:
ALRO sales focus in this context will be on:
In H1 2019, the Company continued its strategy of increasing its high value added products ("HVAPs") and very high value added products ("VHVAPs") sales in terms of volume, especially FRPs, compared to the similar period of 2018. The Group considers all of its FRPs to be HVAPs and refers to products such as cladded sheets and coils, and aero heat-treated plates as VHVAPs. Within extruded products, the Group considers its special products to be HVAPs and the machined, painted and anodized or powder coated products to be VHVAPs.
In particular, the Group is aiming at increasing its FRPs production capacity from 100,000 tonnes per year to 120,000 tonnes per year by 2022. Amongst the investments that are currently in progress, the Group is increasing its production capacities and exposure to HVAPs and VHVAPs for instance by improving the quantity of hot-rolled products with higher value added and higher premium, in particular the production of heat-treated plates, sheets and cladded products, in order to diversify its product range and meet the most demanding quality requirements of its customers in sophisticated industries. Therefore, the Company's focus in the first six months of 2019 was to increase the percentage of the HVAPs and VHAPs in the production mix. For example, for the aerospace industry, the production increased in H1 2019 by 233% compared with the similar period of 2018. In addition, the FRPs production increased mainly due to an increased level of plates' production. All the production efforts within the FRPs Division were directed to improve the overall efficiency, this being a measure part of the commitment to satisfy ALRO's customers' requirements with the aim to increase the Company's presence in the aerospace and automotive industries.
During the first six months of 2019, the FRP Division continued several major projects for its facilities production such as: revamping Cold Mill no.2, implementation of the Advanced Production Planning Systems for flat rolled production, continuing the implementation of the marking and traceability system for flat rolled production. Additionally, in H1 2019, the Company continued to focus on its main strategic goals, namely reducing ALRO's energy dependence, extending its clients portfolio, improving the efficiency and reliability of existing equipment and increasing ALRO's competitiveness and production safety.
Following AGM's resolution that took place in April 2019, ALRO allocated more than USD 35 million for 2019 ALRO's Investment Plan, for Primary and Processed Aluminium Divisions. Part of the approved investment budget is directed towards completing investment projects started during the previous years and the amount invested during H1 2019 was of almost USD 8 million.
Moreover, ALRO Group has a long-standing commitment to sustainability. For this reason, several projects with the aim to reduce the energy consumption were continued in 2019. Within the Primary Division, the implementation of the pot relining AP12LE technology developed by Aluminium Pechiney, part of Rio Tinto Aluminium (RTA) for upgrading the electrolysis pots has been started, and a number of five pots were relined according to this technology within H1 2019. This project aims at reducing the specific energy consumption by approximately 300 kWh/ tonne of aluminium, while maintaining the current production. The AP12LE technology implementation is part of the Company's long term programme for increasing the energy efficiency of the technological processes, targeting an energy consumption below 13 MWh/tonne. This project represents one of the steps already implemented by the Group to mitigate the electricity prices volatility risk as ALRO, the Parent-Company is one of the main electricity consumers in Romania and is highly exposed to energy prices evolution. ALRO Group Management has a bidirectional approach regarding this subject: on one side through these types of projects is aiming to maximize the Group's performance and thus to reduce the consumption rates at a minimum possible level and, on the other side the energy prices evolution is one of the main topics on Management's agenda who investigates any new trends, regulations and new legislative updates that might further have an influence on the current business and operational activities.
In H1 2019, the Company continued two major investment projects one involving the upgrading of the Cold Rolling Mill no.2 and the other involving the implementation of two slab homogenizing furnaces and one cooling chamber. The Cold Rolling Mill no. 2 is an important equipment for the Processed Aluminium Division and has been subject to an intensive upgrading process, after which, ALRO will be able to cover the technical and quality requirements and a much wider range of cold rolled products, which will allow the Company to consolidate its position on the dedicated market. During the first six months of 2019, the cold tests as well as the hot tests with material have been completed, and at present, the rolling mill is under final tuning to meet all the contract parameters.
As regards the homogenizing furnace project, the first phase of the contract - homogenizing furnace no.1 and the cooling chamber - was successfully completed and it was commissioned within H1 2019, the second furnace being under performance tests as at the date of this report.
The upgrading of the existing facilities during the first semester of the year 2019 included also the modernization of the mill roll grinding machine so as to provide the critical components for the rolling mills and the proper quality of the rolled products, providing ALRO the equipment capacity for the FRP increase.
In H1 2019, the investment project "Investments in the research and development department of ALRO aiming at improving the research infrastructure for the aluminium alloy heat treated plates with high qualification industrial applications" was completed. ALRO has implemented this project with EU funds under the Competitiveness Operational Programme - Research, Technological Development and Innovation (RDI) to Support Economic Competitiveness and Business Development. The three state of the art equipment put into service within this project, namely: independent equipment for the research of the aluminium alloy sheets quenching, independent equipment for the research of the residual stress removal process for the aluminium alloy sheets with thickness lower than 20 mm, independent equipment for the research of the aluminium alloy plates aging process, will develop ALRO's research infrastructure so that the Company can increase its capacity for products demanded in highly specialised areas – automotive industry, aircraft industry and thus extend its client portfolio while maintaining the existing customers and sales volume for the heat treated products. This project was co-funded by the European Union and ALRO received approximately RON 35 million as non-refundable grants.
ALRO Group has a strong presence in many industry sectors of the international markets and its expertise and increased focus on flat rolled and extruded HVAPs enables it to meet specialized technical and production standards demanded by certain customers. It also increasingly targets sophisticated industries such as the aeronautic, automotive, marine and construction industries with products the Group considers to be VHVAPs and for which it is able to negotiate higher premiums. The Group has an increasingly diverse customer base. In H1 2019, the Group sold the majority of its primary products to end-users, and the majority of its processed aluminium products to service centres, metal traders and distributors. In the same period, the Group's primary products, FRPs and extruded products measured by revenues were exported, predominantly within Europe.
In line with the Group's objective of implementing a new aluminium plant concept based on research and development, a high degree of digitalization and automation, eco-friendly technologies, close to zero emissions and close to zero waste, the Group aims at reducing the Group's energy consumption rates. Given that aluminium recycling requires only approximately 5% of the energy required to produce primary aluminium, the Group is currently increasing the use of recycled metal quantities. To this end, the Group is focusing on increasing the processing capacity of the Eco Recycling Facility, with the objective to reach a total waste processing capacity of 100,000 metric tonnes per year by 2020. Through this new facility, the Group has managed to ensure some liquid aluminium from alternative sources, partially replacing the aluminium produced by electrolysis. In addition, the Group is currently implementing new technologies in its alumina refinery for the research and production of dry aluminium hydroxide, for the grinding and sorting of dry aluminium hydroxide, and for the classification of wet aluminium hydroxide, all of which are new alumina products with special destination. The Group is continuing technological upgrading programmes within all its divisions, with the main objective of improving the efficiency of the existing equipment and its day-to-day operations.
For all the Group's companies, ongoing improvement of product quality and range of products are done and the audits performed up to now in 2019, had as a result the approval and renewal of all the certifications in place.
Procurement and Logistics Department ("PLD") followed the Group strategy in continuously improving activities and competitiveness in a high cost industry and unpredictable macroeconomic environment with ongoing trade wars and global economy growth at a slower pace.
All raw materials ALRO purchases from domestic and/ or foreign suppliers are in strict compliance with European Union (EU) safety and environmental protection legislation including, but not limited to, European Commission (EC) legislation No.1907/2006 (REACH) and EC legislation no. 1272/2008 (CLP).
PLD acquires two categories of commodities each with its specifics. The first one includes commodities traded with no restrictions (barriers), such as calcined petroleum coke and coal tar pitch mainly sourced from abroad (i.e. Europe, USA, Asia). For these, in the first half of 2019, PLD managed to obtain competitive prices in line with one of the representatives benchmarks reports published for the aluminium industry.
Electrical energy and natural gas, some of the most important cost items for ALRO, are included in the second category and the trading of these commodities is subject to domestic markets particulars. According to CRU Aluminium Costs Q1 updates - Electricity price trends - Current developments and view to 2023 "Power tariffs paid by commodity-producing sectors are usually not based on the market price of power. Rather, they are negotiated with the utility or government responsible for setting the power tariffs". No matter of the above statement, things are very different for ALRO, which is highly exposed to the market electricity price risk.
Another way to asses PLD's activity in H1 2019 is using prices key performance indicators. The high KPI's for the main raw materials prices in H1 2019 show the competitiveness of ALRO's acquisition prices. The price KPI criteria grounds on savings compared to the market prices in benchmark reports such as: CRU Limited UK, Metal Bulletin, Platts. For the first six months of 2019, high indicators were achieved based on price savings of 10% - 15% comparing to relevant markets' prices.
In H1 2019 the acquisition prices for most of the main raw materials sourced from third parties (such as caustic soda, calcined petroleum coke, coal tar pitch, aluminium scrap and others) decreased significantly. As a result, the expenses with such materials are about USD 8 million lower compared to the same period of 2018 (considering the price variation only). Considering the status of the current negotiations and contracting, the expectations are YoY cost savings due to prices only to reach about USD 20 million. That will only partially offset the increment of costs with energy and natural gas, because the acquisition prices of energy inherently followed the ascendant trend of the domestic market.
ALRO is struggling to offset the massive upsurge of electrical energy and natural gas prices by several measures. One of them is represented by the efficient recycling of aluminium scrap, both internally generated and sourced from domestic and European suppliers.
In respect to scrap acquisition, ALRO managed to keep in the first semester of 2019 the same level of price as percentage of the LME as in H1 2018 while delivered quantities increased by 21%. Thus, ALRO managed to secure a reliable and cost efficient alternative source of liquid metal.
ALRO will continue and will intensify the ascending trend of scrap processing ("Eco-Facility Project") in H2 2019 and further on.
PLD is also involved in ALUM sales of alumina and hydrate sales outside the Group. Sales to third parties aim to increase the Group's profitability and to improve the overall Group's cash flow.
Alumina price formation basis on indexes such as PAX, CRU, and Metal Bulletin; PAX decreased by about 17% in the first semester of 2019, compared to the same period of 2018. The price decrease is mainly due to increased supply/ availability due to several events:
ALUM sales to third parties are mainly (over 90%) driven by export sales to Europe (including Turkey, South America, Asia and Africa) for both metallurgical and non-metallurgical applications, therefore the alignment of ALUM sales prices to benchmark indexes is essential. Under above-mentioned terms (oversupplied and bearish market), an efficient sale process of alumina in 2019 represents a major challenge.
Nevertheless, ALUM succeeded to negotiate and close sales transactions with 20 clients in 16 countries for about 89,000 MT of hydrate and 56,000 MT of alumina which further translates in significant cash inflows and, in the same time, lower fixed costs.
The Group's consolidated sales in the first half year of 2019 were of RON 1,506,218 thousand, a slight decrease compared to the level reported in the similar period of 2018 (respectively RON 1,563,610 thousand), mainly due to the unfavourable market conditions that affected all players in the aluminium industry during H1 2019. ALRO's sales were of RON 1,330,783 thousand in H1 2019 (H1 2018: RON 1,376,854 thousand).

The contribution of the sales on the Primary Aluminium segment to third parties was RON 621,118 thousand in H1 2019 and represented 41% of the Group's total revenues (H1 2018: RON 661,037 thousand; 42%). Third party sales of Processed Aluminium segment represented 50% of the Group's total revenues in H1 2019, being of RON 751,123 thousand (H1 2018: RON 748,366 thousand; 48%), in line with the Group's strategy of increasing the percentage of the HVAPs and VHAPs sales.
ALRO Group: H1 2019 sales by segments to external customers


NET RESULT


The Group net result for the first half of 2019 was a net profit of RON 79,708 thousand, a lower level compared to H1 2018, when it was of RON 154,151 thousand due to unfavourable circumstances during the first six months of 2019, as the LME showed lower levels, while the electricity prices continued to report tremendous levels. A slight descending trend was confirmed by the turnover level which was lower by 4%, mainly due to weaker demand within the second quarter of 2019, LME downwards trends in H1 2019, alumina lower prices and due to lower quantities produced. ALRO reported a net loss of RON 1,481 thousand opposed to a net profit of RON 161,169 thousand in the same period of last year, as an immediate result of the adverse market circumstances – weaker sales prices and higher raw materials costs, especially for the electricity prices which continue to report remarkably great levels and remain extremely volatile and thus, remain a burden for ALRO, which is the main energy consumer in Romania.
The reconciliation between the Net Result and the Adjusted Net Result at ALRO Group level and at ALRO's level for H1 2019 and H1 2018 are detailed below:
| Description (RON th) | H1 2019 | H1 2018 |
|---|---|---|
| NET RESULT | 79,708 | 154,151 |
| Plus/(minus) charge/ (reversal) of non current impairment expense/ (income) |
(4,790) | (1,262) |
| Plus/(minus) the loss/(gain) from derivative financial instruments that do not qualify for hedge accounting |
(710) | (16,692) |
| Plus/(minus) deferred tax expense/ (income) |
2,219 | 30,520 |
| ADJUSTED NET RESULT | 76,427 | 166,717 |
| Description (RON th) | H1 2019 | H1 2018 |
|---|---|---|
| NET RESULT | (1,481) | 161,169 |
| Plus/(minus) charge/(reversal) of investments impairment expense/ (income) |
48,300 | - |
| Plus/(minus) charge/(reversal) of non current impairment expense/(income) |
(4,754) | (522) |
| Plus/(minus) the loss/(gain) from derivative financial instruments that do not qualify for hedge accounting |
(710) | (16,692) |
| Plus/(minus) deferred tax expense/ (income) |
2,397 | 30,258 |
| ADJUSTED NET RESULT | 43,752 | 174,213 |
Regarding the cost of goods sold, the Group reported a higher level by 11% in H1 2019 (H1 2019: RON 1,342,519 thousand versus H1 2018: RON 1,207,340 thousand), mainly due to more high-priced raw materials costs, especially electricity costs. The corresponding trend was displayed at ALRO's level, also, where the cost of goods sold is by 14% higher in H1 2019 compared to the equivalent period of last year (H1 2019: RON 1,258,520 thousand versus H1 2018: RON 1,107,488 thousand).
The Group's gross profit dropped by more than 50% in H1 2019 compared to H1 2018 while the gross profit margin was 11% from 23% in H1 2018, principally due to the adverse influence of the power market that continued to experience higher rates in H1 2019, which was directly translated into ALRO's gross profit for H1 2019 of RON 72,263 thousand correlated to RON 269,366 thousand in H1 2018.
The operating income level in H1 2019 was of RON 144,667 thousand as compared to RON 5,040 thousand in H1 2018, mainly due to one-off items realised during the six months ended on 30 June 2019, as detailed below:
The interest expenses level increased by 82% at Group's level in H1 2019 compared to the corresponding period of last year (H1 2019: RON 38,630 thousand versus H1 2018: RON 21,210 thousand) principally as a result of the next matters:
For further details, see also Note 9 Interest Expenses and Note 19 Borrowings and lease liabilities from the Unaudited Condensed Consolidated Financial Statements for the six months ended on 30 June 2019 included in this Report.
The Group's operating result for H1 2019 pointed a descending trend, mainly because of the adverse impact of the electricity market volatility and due to weaker LME quotations. In these circumstances, the Group reported for H1 2019 a lower EBIT of RON 166,358 thousand compared to RON 211,146 thousand in H1 2018. The corresponding development was noticeable also at ALRO's level, the Parent-company, which recorded an EBIT of RON 13,019 thousand in the first half of 2019 compared to RON 173,956 thousand in H1 2018.
In H1 2019 the Group managed to generate positive cash flows from its operating activities of RON 193,529 thousand. However, this level was lower than the one reported for the similar period of last year (H1 2018: RON 259,788 thousand) mainly due to higher interest paid during H1 2019 as higher levels were registered for LIBOR, ROBOR rates and due to higher outstanding balances for the Group's bank loans as at 30 June 2019. At ALRO's level, the cash flows generated from the operating activities was RON 250,084 thousand in H1 2019 (H1 2018: RON 315,655 thousand). A drop in cash used in investing was recorded in H1 2019 compared to H1 2018, both at Group's level (H1 2019: RON 74,616 thousand versus H1 2018: RON 75,830 thousand) and at ALRO's level (H1 2019: a positive cash-flow of RON 8,207 thousand versus H1 2018: RON 58,420 thousand used) mainly due to lower amounts utilised for the acquisition of property, plant and equipment and intangible assets in H1 2019 compared to the similar period of last year.
The cash flows provided by financing activities for the six months ended on 30 June 2019 shows mainly the proceeds from loans contracted by the Group in H1 2019 and by the payment of the dividends done for the financial year 2018. During the OGSM held on 25 April 2019 a gross dividend of RON 0.45756 for one share for the financial year 2018 was distributed in full, according to the decision of the Ordinary General Shareholders Meeting no. 608/13.12.2018, therefore no payments or reimbursements had to be done in line with the regularization of the interim dividends as approved for 2018 based on the new legislation specifications.
As of 30 June 2019, the Group reported cash and cash equivalents of RON 424,658 thousand and restricted cash of RON 9,579 thousand, compared to RON 203,609 thousand and restricted cash of RON 8,370 thousand at 31 December 2018. The rise in cash reflects mainly the Group's capacity to generate cash from its operations and also, the additional financing undertaken during H1 2019 by the Group's subsidiaries and by the Parent-Company with the objective to enhance the workingcapital and thus to further optimize the Group's processes and operations. For more details, see also Note 19 Borrowings and lease liabilities from the Unaudited Condensed Consolidated Financial Statements for the six months ended on 30 June 2019 included in this Report.
Group's total assets reported as at 30 June 2019 were in amount of RON 2,803,975 thousand, a slightly lower level compared to RON 2,939,444 thousand as at 31 December 2018, due to interim dividends declared as per applicable regulations for the nine months ended 30 September 2018 distributed by the Parent-Company from the net accounting profit of the period, and from retained earnings carried forward from prior years. In April 2019 after approving by the General Shareholders' Meeting of the annual financial statements for 2018 and declaring the final dividends, the interim dividends were settled on the account of annual dividends and were debited to the Parent Company's equity.
The Group's non-current assets recorded a similar amount as at 30 June 2019, i.e. RON 1,393,509 thousand (31 December 2018: RON 1,391,132 thousand). The Group's current assets contracted by 9% in the examined period compared to the level reported as at 31 December 2018 (H1 2019: RON 1,410,466 thousand versus 31 December 2018: RON 1,548,312 thousand) due to payment of dividends out of cash. The equivalent trend was reported by ALRO which reported total assets of RON 2,491,029 thousand as at 30 June 2019 (31 December 2018: RON 2,784,095 thousand), out of which non-current assets of RON 1,348,880 thousand as at 30 June 2019 (31 December 2018: RON 1,400,481 thousand) and current assets of RON 1,142,149 thousand as at 30 June 2019 versus RON 1,383,614 thousand as at 31 December 2018.
Group's total liabilities slightly increased by 7% and reached a level of RON 1,883,158 thousand at 30 June 2019 (31 December 2018: RON 1,766,620 thousand), principally due to the loans taken by the Parent-Company and Group's subsidiaries, Alum and Vimetco Extrusion in H1 2019. The level of the Group's non-current liabilities as at 30 June 2019 was RON 1,242,170 thousand (31 December 2018: RON 1,003,352 thousand), while the Group's current liabilities were of RON 640,988 thousand at 30 June 2019 opposed to RON 763,268 thousand at 31 December 2018. The same trend was reported by ALRO which reported total liabilities of RON 1,595,471 thousand as at 30 June 2019 (31 December 2018: RON 1,560,456 thousand), out of which non-current liabilities of RON 1,060,717 thousand as at 30 June 2019 (31 December 2018: RON 894,622 thousand) and current liabilities of RON 534,754 thousand as at 30 June 2019 versus RON 665,834 thousand as at 31 December 2018.
In August 2019, ALRO paid to Vimetco N.V. the remaining part of the dividends declared for the year 2018 during the GSM held in April 2019, namely the amount of RON 87,243 thousand. For further details, see also Note 23 Events after the reporting date from the Unaudited Condensed Consolidated Financial Statements for the six months ended on 30 June 2019 included in this Report.
In H1 2019, the Group continued its sustainable and longterm investment strategy and commitment to reducing its energy dependency, raising energy efficiency and strengthening its clients' portfolio for enhancing the competitiveness and the quality of the VHVAPs products, particularly. ALRO Investment Programme for 2019 is of USD 35 million, out of which more than USD 12 million represents strategic projects, such as: finishing the 60,000 tpa line for aluminium scrap processing; substituting the main drive on the Hot Rolling Mill and Profile command system for hot-rolled products, and the extension of the Gas Treatment Station in the Cast House. In H1 2019, some of the projects included in the Company's Investment Programme have been advanced, while other projects have been started both in the Primary and in the Processed Aluminium Divisions. The amount spent in H1 2019 is of USD 8 million. For additional details, please see also the sections related to Alum, Vimetco Extrusion and SMHL, the main subsidiaries of ALRO Group, included in the next chapter Operational analysis.
ALRO Group reported in H1 2019, a total production of primary aluminium of 142,667 tonnes, a slightly lower level compared to the one reported in the same period of last year (H1 2018: 144,962 tonnes) due to unfavourable market conditions that further translated in lower production levels. The processed aluminium production reported for H1 2019 a lower quantity as the one registered in H1 2018 (H1 2019: 54,575 tonnes versus H1 2018: 55,839 tonnes) mainly coming from Vimetco Extrusion which started to increase its customer profiles production that brings more added-value, but which requires a longer production period due to the technological process.
The alumina production was of 226,679 tonnes in H1 2019, by 17% lower compared to the one reported in the same period of the last year when it was 273,235 tonnes due to two main combined reasons: the market conditions with Alunorte restarting the full production in 2019, and thus the price of alumina decreased in H1 2019 by 17% compared to the same period of last year that led to lower sales to third parties which further translated into lower production levels and, secondly, due to repairing works done at the alumina dome (the main alumina storage facility located in Slatina) which led to lower deliveries to ALRO in H1 2019. Bauxite production recorded a level of 1,117,240 tonnes in H1 2019 (H1 2018: 1,131,608 tonnes), in line with the Group's necessities and strategy.
In the first six months of 2019, the Company reported a slight decrease in the primary aluminium production compared to the same period of 2018, respectively a decrease of 2% (while the processed aluminium production remained steady, being of approximately 44,000 tonnes). In H1 2019 the primary aluminium sales slightly decreased and reported a level of 65,155 tonnes, compared to 66,853 tonnes in H1 2018, while the processed aluminium sales slightly increased in the analysed period, being in H1 2019 of 43,769 tonnes compared to 43,519 tonnes in H1 2018.
ALRO is the only producer of primary aluminium and aluminium alloys in Romania and one of the largest vertically integrated aluminium producers in Europe measured by production capacity. In H1 2019, the Company continued to improve the mix of products sold, as a result of the implementation of the strategy that is focused on high value added products. The main markets for ALRO's primary products in H1 2019 were besides Romania, Czech Republic, Poland, Bulgaria, Italy, Hungary, and Germany.
The structure of primary aluminium sales based on product types in H1 2019, compared to H1 2018 is presented below:


The main primary aluminium markets in H1 2019 versus H1 2018 are detailed below:
Primary aluminium: main markets in H1 2019 (tonnes)

Primary aluminium: main markets in H1 2018 (tonnes )

ALRO sells its processed aluminium products, both on domestic and external markets. These products are presented in a diversified range and are produced with high value added, being sold with a superior profit margin compared to the primary aluminium products.
The processed aluminium sales recorded increased levels for plates and coils in H1 2019 as compared to H1 2018 (i.e. in quantitative terms, aluminium coils increased by 25% in H1 2019 compared to the similar period of last year). The main markets for ALRO's processed products in H1 2019 were besides Romania, Germany, France, Turkey Italy, Poland, Czech Republic, Great Britain, Asia and USA.
The structure of processed aluminium sales based on product types in H1 2019, compared to H1 2018, is detailed below:

Processed aluminium: Sales structure in H1 2018 (RON th)

The processed aluminium markets in H1 2019 versus H1 2018 are detailed below:
Processed aluminium: main markets in H1 2019 (tonnes)

49.9% 50.1%
Extruded products: Sales structure in H1 2018 (RON th)
Standard profiles Customer profiles
Processed aluminium: main markets in H1 2018 (tonnes)

Vimetco Extrusion sells a wide range of extruded profiles, such as aluminium bars, tubes and profiles, both on domestic and external markets. Currently, 95% of Vimetco Extrusion products are sold abroad.
Vimetco Extrusion's special products are considered to be HVAPs and the machined, painted and anodized or powder coated products to be VHVAPs.
The structure of extruded products sales based on product types in H1 2019, compared to H1 2018, is detailed below:
Extruded products: Sales structure in H1 2019 (RON th)

The processed aluminium markets in H1 2019 versus H1 2018
Processed aluminium: main markets in H1 2019 (tonnes)
43,769 tonnes TOTAL SALES
Vimetco Extrusion sells a wide range of extruded profiles, such as aluminium bars, tubes and profiles, both on domestic and external markets. Currently, 95% of Vimetco Extrusion products are sold
Processed aluminium: main markets in H1 2018 (tonnes)
43,519 tonnes TOTAL SALES Western Europe Eastern Europe (excluding Romania)
Asia Romania USA
Western Europe Eastern Europe (excluding
Romania) Asia Romania USA Canada South America Others
Vimetco Extrusion's special products are considered to be HVAPs and the machined, painted and anodized or powder coated
The structure of extruded products sales based on product types
Extruded products: Sales structure in H1 2019 (RON th)
42.8%
Standard profiles Customer profiles
in H1 2019, compared to H1 2018, is detailed below:
are detailed below:
Extruded Products
products to be VHVAPs.
abroad.
57.2%
Extruded products: Sales structure in H1 2018 (RON th)

The extruded products markets in H1 2019 versus H1 2018 are detailed below:
Extruded products: main markets in H1 2019 (tonnes)

Extruded products: main markets in H1 2018 (tonnes)

• by upgrading its production machines and equipment, the Parent-Company and/or other Group's subsidiaries are technically and technologically similar to the main aluminium producers on the international market.
The Group's refinery is represented by Alum which has a production capacity of 600,000 tonnes of alumina per year making it the sole alumina producer in Romania and one of the largest in Central and Eastern Europe. Alumina is transported from Tulcea by rail to the Group's production facilities in Slatina. The refinery is located in Tulcea and is currently using tropical bauxite, such as the bauxite produced in its mines in Sierra Leone, which is less energy-consuming to process due to its chemical composition. However, the refinery could utilise bauxite from other sources by implementing minor technological and equipment updates and without incurring significant costs or delay.
While primarily supplying alumina to the Group, Alum also sells aluminium hydrate and other alumina special products (including calcined alumina with different granulations, alumina "low soda" and alpha-alumina) to third party customers. In H1 2019, approximately 77% of alumina produced by the Group (H1 2018: 73%) was used internally, while 23% (H1 2018: 27%) was sold to external customers through spot contract sales, 96% of which were located outside Romania (H1 2018: 96%).
Alum is listed on ATS segment, AeRO category on the BSE, since May 2015. AeRO represents the alternative trading system (ATS) and therefore is not a regulated market in regards to any MiFID directive.
At the date of this report, Alum's Executive Management is composed of Mr. Gheorghe Dobra - CEO and Mrs. Mihaela Duralia - CFO. Alum's Board of Directors is composed of five members: Gheorghe Dobra (Chairman), Aleksandr Barabanov (Vice-President), Marian Cilianu (Member), Mihaela Duralia (Member) and Ioan Popa (Independent Member).
In H1 2019, Alum had a production of 226,679 tonnes of alumina (H1 2018: 273,235 tonnes) and achieved a turnover of RON 384,603 thousand (H1 2018: RON 387,392 thousand). Decreased levels of alumina production and sales in H1 2019 compared to the same period of 2018 are mainly due to the unfavourable circumstances both on the alumina and aluminium markets which had directly impacted the figures for the six months ended on 30 June 2019.
The competition on the alumina market is impacted by the selling price and by the quality of sold products. Therefore, Alum continues its strategy for reducing costs by optimizing its consumption levels and developing new environmental-friendly technologies, by obtaining beneficial prices for its raw materials and by investing in technology and in human capital. Moreover, it is currently implementing new technologies in for the research and production of dry aluminium hydroxide, for the grinding and sorting of dry aluminium hydroxide, and for the classification of wet aluminium hydroxide, all of which are new alumina products with a special destination. This is part of the Group's strategy to continue the technological upgrading programmes within all its divisions, with the main objective of improving the efficiency of the existing equipment and its day-to-day operations.
On the short and medium-term Alum aims to achieve the following objectives:
In September 2016, Alum announced that it started to implement the project "Endowment of Alum's Research and Development Department with independent installations, performances in research to support economic competitive growth and business development", project which is co-funded from the European Fund for Regional Development by Competitiveness Operational Programme 2014 – 2020: "Investment in sustainable development strategy". The project aims to enhance the research, development and innovation capacity in order to increase the innovation level and the market competitiveness of the company by purchasing and commissioning research and development equipment. The project implementation period is of 24 months and the project value is of more than RON 20 million, out of which non-refundable financial contribution represents over RON 6 million. In H1 2019 all the activities mentioned in Financing Agreement to be carried out so far in relation to this project have been completed and progress reports as requested in this Agreement have been submitted and RON 1.3 million were received from the European Fund.
As at the date of this report, ALUM doesn't have any legal cases ongoing.
The extrusion shop, which is operated by Vimetco Extrusion, is the biggest extruder in Romania and a significant player in the Western European extrusion market. Starting with September 2006, Vimetco Extrusion was organized as a separate subsidiary company of ALRO Group to focus on the Group's extrusion business. The company administrative and managerial offices are located in Romania, with the headquarters in 1, Milcov Street, Slatina, Olt County, Romania.
Through Vimetco Extrusion, the Group uses the billets produced by ALRO in its primary aluminium division and manufactures and sells a wide range of extruded profiles, such as aluminium bars, tubes and profiles. Aluminium extrusion is a technique used to transform aluminium billets into objects with a defined crosssectional profile for a wide range of uses. In the extrusion process, heated aluminium is forced through a die. Extrusions can be manufactured in many sizes and in almost any shape for which a die can be created. The extrusion process makes the most of aluminium's unique combination of physical characteristics. Its malleability allows it to be easily machined and cast, and yet aluminium is one-third the density and stiffness of steel so the
resulting products offer strength and stability, particularly when alloyed with other metals.
Within extruded products, the Group considers its special products to be HVAPs and the machined, painted and anodized or powder coated products to be VHVAPs. Vimetco Extrusion's products are used in various industries, such as transport, construction, party tents, photovoltaic panels. The Group's extruded products are also used in the construction and interior design industries with curtain-walling, ceilings, partitions, railings and panels being some of the various applications of aluminium. In addition, extruded products are used in lighting, air conditioning/ventilation systems, reflectors and in the photovoltaic energy industry. Currently, 95% of Vimetco Extrusion products are sold abroad. Between 2011 and 2013, the Group successfully accessed EU non-refundable financing to purchase production equipment. As a result of such investments, the extrusion shop's electricity and gas consumption per tonne decreased by 53% and 67%, respectively, from 2009 to 2017.
Currently, the extrusion facility has two direct extrusion presses of 1,650 and 3,500 metric tonnes, with a billet diameter of 178 mm and 254 mm respectively, and a production capacity of 25,000 tonnes per annum, depending on the product mix, which allows production of extruded range of profiles from 0.1 kg/m to 13 kg/m.
In H1 2019, Vimetco Extrusion continued its strategy to extend its products portfolio, especially that of the HVAPs and VHVPs and the clients portfolio, as well.
Vimetco Extrusion Executive Management is composed of Mr Igor Higer – General Director, Mrs. Stefania Yaksan – Finance Director. At the date of this Report, Vimetco Extrusion Board of Directors is composed of five members: Igor Higer, Aleksandr Barabanov (Vice-President), Arie Shimon Meisel, Per Lyngaa and Razvan Pop.
In H1 2019, Vimetco Extrusion reported sales of 11,084 tonnes, a lower level compared to the similar period of last year (H1 2018: 12,307 tonnes) and a slightly decrease of its turnover by 5%, that reached in H1 2019 a level of RON 152,164 thousand (H1 2018: RON 159,746 thousand), mainly due to a lower demand from market and also due to the company's focus on customized products ("VHVPs"), which require a longer production period due to the technological process which is more complex.
The market in which Vimetco Extrusion operates is highly demanding. The investments done during the last years with the management efforts to increase the production capacity and the sales volume allows Vimetco Extrusion to produce a wider range of high quality products at competitive prices.
The new technology implemented has as a direct result in increasing the productivity, while lowering the fixed costs. Moreover, through extensive use of raw materials from recycled scrap, the company managed to reduce its raw materials costs.
The main competitors of Vimetco Extrusion are companies from countries like Bulgaria, Poland, Slovakia, Turkey, Greece, Italy, Germany and Spain. Customer relationship, products quality, a high level of customer service, excellent communication and partnerships built over the years are the key factors that maintain Vimetco Extrusion as a preferred choice by customers.
Vimetco Extrusion continues to rely on loyalty of existing customers, while entering new markets and finding new customers, offering value-added and high-quality products with a high degree of processing at competitive prices and flexible delivery terms.
Vimetco Extrusion is also involved in the life of local communities and encourages the communication between educational institutions and the private sector.
As at the date of this report, Vimetco Extrusion has legal cases ongoing.
SMHL is responsible for the Group's mining operations and operates bauxite mines located in the Bo, Bonthe and Moyamba districts in the Southern province of the Republic of Sierra Leone on the basis of the Bauxite Mineral Prospecting and Mining Agreement dated 16 July 2012 entered into with the Government of the Republic of Sierra Leone and valid from 1st of January 2012 until 31st of December 2031. SMHL has no ownership right with respect to the plots of land where the bauxite mines or the other facilities are located but owns some production and accommodation facilities in the mining area and in the Nitti port. SMHL operates under a mining lease with a concession area of approximately 321.73 square kilometres and, in addition, holds two exploration licenses valid until 2019 with concession areas of 87.21 square kilometres and 114.80 square kilometres, respectively.
As a vertically integrated producer, the Group sources and uses all of its bauxite from the mines operated in Sierra Leone. SMHL represents one component of the Group's technological flow, being at the base of this integrated production chain: mining of bauxite. The bauxite obtained by SMHL is sold to Alum to be refined and to produce alumina, the main raw material used for aluminium production in its refinery located in Tulcea, Romania, which further serves in the aluminium production at ALRO.
On 1st of May 2011, Alum completed the acquisition of SMHL, Bauxite Marketing Ltd. and their holding company, Global Aluminium Ltd. SMHL has been the Group's major supplier of bauxite since 2009 and is currently its sole supplier of bauxite. In 2015-2017 all of the Group's alumina and bauxite requirements were met by Alum and SMHL, respectively, with their excess production was sold to third parties. Excess production also allows the Group to increase its primary aluminium output without external acquisition of its main raw materials from third party suppliers.
The executive management of SMHL consists of Alex Ivanov (CEO) and Abdul Bangura (CFO). The Board of Directors comprises three members, as follows: Pavel Machitski (Member), Steluta Despa Niculae (Member) and Roman Bulat (Member).
SMHL made significant investments through ground breaking technical initiatives in the implementation of technological process flows (Tailing beneficiation plants) to extract material of commercial value from previously deposited bauxite tailings in the tailing ponds. This is certainly going to minimize the environmental foot print previously created and will also reduce the tailing discharge going forward from the current operations will also further improve in terms of limiting land defrestation and reduction of consumption of run of mines will directly contribute towards lesser environmental impacts on biological ecosystem.
During the first half of 2019, SMHL started mining of tailings as part of the preparation for tailing beneficiation activity. Two tailing beneficiation plans were constructed and cold commissioning was conducted. Commercial production will commence in H2 2019, after successful commissioning in July 2019. The most important investment done in H1 2019 is related to this project (USD 2.2 million).
In H1 2019, SMHL further extended and developed its production chain by introducing two additional beneficiation plants, out of which one of them will be used to process fresh tailings from the existing plant ("Plant 1") and the second one will be used for processing of stock tailings stored in the tailings storage facilities ("Plant 2"). These two plants were designed and manufactured by the company AKW based in Germany. Installation is being done by SMHL under the supervision of AKW team. This is a new initiative SMHL Management which aim to maximize utilization of mineral resources and reserves without jeopardizing the quality of the commercial product (bauxite).
Last but not least, a 200,000 tonnes per annum alumina trihydrate plant construction project ("ATH project") is ongoing. In February 2019 a pre-feasibility study was concluded and approved by SMHL's shareholders and a bankable feasibility study has commenced, which will continue until the end of 2019. As a part of the bankable feasibility study, SMHL also undertook in 2019 extensive exploration program in the northern part of its concession to establish JORC compliant bauxite ore reserves and mineral resources suitable for ATH project. The total investment as of the end of H1 2019 is of USD 0.4 million. For the implementation of this project action plan, SMHL signed a Tripartite Agreement in the form of Memorandum of Understanding between Afreximbank, SMHL and Government of Sierra Leone on 21st of June 2019.
Other investment projects undertaken by SMHL are geared towards stable, safe and continuous operations such as road construction, dam rehabilitation, major maintenance and overhaul of washing plant and river fleet, purchase of various equipment and light vehicles, etc. Total investment done in H1 2019 in this respect are of USD 1.9 million.
In H1 2019, SMHL produced 1,117,240 tonnes of commercial bauxite (H1 2018: 1,131,608 tonnes), while in terms of sales the level was similar in H1 2019 with the one reported for H1 2018, in line with the Group's strategy, as SMHL remains the sole supplier of bauxite to its Parent-Company, Alum with the aim to cover 100% of Alum's bauxite needs. However, in H1 2019 SMHL succeeded to enter in two sales agreement with independent third parties and sold three vessels of bauxite and three additional vessels are already contracted to be sold in H2 2019.
Due to the limitations of the local market in Sierra Leone, SMHL has to import all major equipment, heavy machinery, light vehicles and the majority of spare parts from overseas, which is the most effective strategy cost-wise. One of the major achievements in H1 2019 of SMHL in terms of costs is represented by the fact that it obtained a duty exemption for fuel.
SMHL is constantly taking part in bauxite and alumina conferences all over the world to promote itself and its products on a global market. In February 2019, SMHL's representatives participated in 2nd Global Bauxite and Sustainability Summit 2019 in Singapore and they will also participate in the 8th International Conference and Exhibition of IBAAS-GAMI 2019 in China, Guiyang.
As at the date of this report, SMHL doesn't have any legal cases ongoing.
Conef is a joint-stock company established based on GD no. 30/1991. The Company's shares are not traded on a regulated market, Conef being a closed-end company. The share capital is of RON 6,692 thousand, representing 2,676,661 ordinary nominative shares with a nominal value of RON 2.50, fully paid in by the shareholders.
At the end of 2018, ALRO's majority shareholder, Vimetco N.V together with the shareholder Conef S.A. launched an accelerated private placement offers for a package of ALRO shares, representing a cumulative percentage of 33.77% of the share capital of the issuer. Following this operation, Conef S.A. disposed its entire shareholding in ALRO.
The executive management of Conef is provided by Marian Nastase – CEO and Constantin Ciobanu – Sole Administrator.
As at 30 June 2019, the Parent-Company and subsidiaries are parties to various litigation or legal proceedings arising in the ordinary course of their business, in which they are either defendants or plaintiffs. The Group Companies are not involved in any litigation or court proceedings and are unaware of any actions of a judicial, arbitral or administrative nature that could reasonably be expected to materially and adversely affect the Group's business, financial condition or results of operations.
Both the Bucharest Court of Law and the Bucharest Court of Appeal rejected the claims brought by Hidroelectrica, partly as being time-barred by the applicable statute of limitation (3 years from the date of the alleged losses), and partly as being without merit
• In 2016, the Company challenged before the Bucharest Court of Appeal a decision of the Romanian Competition Council to impose a fine of RON 21,239 thousand to the Company for an alleged vertical agreement on the energy market. The fine was paid but the challenge is still pending. For the next hearing, the Court nominated an expert to file the expert report.
In addition, the Company challenged before the Bucharest Court of Appeal several ANRE orders regarding:
The first challenge was rejected at first instance by the Bucharest Court of Appeal as time-barred and the second appeal filed by the Company is now pending before the High Court of Cassation and Justice. The second challenge is pending before the Bucharest Court of Appeal, at first instance. Both proceedings are suspended until the Romanian Constitutional Court decides on the constitutionality challenges filed by the Company in relation to legal provisions which are impacting the disputes.
In the matter of the annulment of the Competition Council decision, the latest trial date was set to 1s t April of 2019 by the Bucharest Court of Appeal, in order for the Competition Council to take note and to respond to the Company's request that the Court of Justice of the European Union shall be asked to clarify some legal aspects of the matter.
In the matter of the temporary suspension of the enforcement proceedings of the sanction decision no. 82/2015 issued by the Competition Council, ALRO informed its shareholders and investors that on 10th of June 2016 the Bucharest Court of Appeal dismissed the claim as being ungrounded. Following the submission of the second appeal with the High Court of Cassation and Justice of Romania, and this court, on the hearing date of 14th of November 2018, dismissed the second appeal filed by ALRO against the decision no. 2014/ 10.06.2016 given by the Bucharest Court of Appeal, as well as the cross-appeal brought by the defendant Competition Council against the considerations of the same decision, as unfounded. The decision pronounced by the High Court is final.
• In the case file 954/2/2016 pending before the Bucharest Court of Appeal, whose object-matter is both the claim for the cancellation of an administrative document – i.e. the sanction report, as well as the claim for the cancellation of the sanction decision no. 82/2015 issued by the Competition Council, following the attachment of the case file 3536/2/2016,the Court postponed the case until 5th of June 2019, to deliver the judgement on the application initiating proceedings before the Court of Justice of the European Union submitted by the plaintiff.
According to the information posted on the Courts' websites, the decision ruled by the Court is as follows: The Court partly admits the request for the expert fee increase. The Court decides the increase of the expert fee with the amount of RON 22,000. It dismisses the application initiating proceedings before the Court of Justice of the European Union. It gives the date of 7th of October 2019 as the date for continuing the hearing proceedings, the parties to be summoned for that date. With means of appeal when the Court Decision on the merits is given.
As concerns the status and any updates (if the case) of the above case files, ALRO will inform the general public and the investors in due course.
In the first half of 2019, the LME continued its decreasing trend as showed at the end of 2018, leading to an average price for six-month period ended on 30 June 2019 of 1,826 USD/tonne, compared to the LME average price recorded for the similar period of 2018 of 2,209 USD/tonne, while for the same period of 2017 a similar level was reported, i.e. an average of 1,880 USD/ tonne. In H1 2019 the highest LME value reported was of 1,923 USD/tonne in March while the highest value for H1 2018 was of 2,603 USD/tonne in April.
As at 30 June 2019, the Group complied with all the covenants imposed by the contracts with banks.
During the first six months of the financial year 2019 there were no significant changes in the economic and operating conditions affecting the fair value of the Company's assets and liabilities, except the normal volatility of the aluminium price on international markets and the foreign exchange rate.
ALRO's 2019 Investment Plan includes a total budgeted amount of USD 35 million, out of which an amount of more than USD 12 million represents strategic projects, specifically:
As the above mentioned projects are quite complex and with a major impact over the future development of the Company, currently they are still under analysis to identify the best possible solution and technology for their start-up.
All these projects connected with the scrap processing facility capacity expansion (which, upon completion, will provide progressively a major source of the metal from the scrap acquisition) represent fundamental components which will help ALRO to become more autonomous from the energy price volatility and LME quotation evolution. On long-term, ALRO projects include the development of the casting capacity by the installation of the fifth slab casting machine in the Cast House, which leads ALRO closer to its objective of reaching 120,000 tpa capacity of flat-rolled products.
Within its strategy to increase ALRO's competitiveness, in H1 2019, the Company sustained investments for optimising the delivery terms for the hot-rolled products, by the implementation of a production planning system (Planning Tool) for FRP which will enable the centralised monitoring and control of the entire production planning system.
Furthermore, as part of a sustainable, responsible and organicgrowth business, ALRO is committed to sustaining its energy efficiency programme, as the implementation of Aluminium Pechiney technology on the smelter pots relining is projected to be carried out over nine years.
The environmental impact of ALRO's business is also one of the main concerns, the Company aiming to reduce the environmental footprint of its operations and fully observe the challenges of a low-carbon future both through metal recycling increase and implementation of new emission reduction technologies in Cast House.Therefore in H1 2019, the following investments with impact on the reduction of the energy consumption were completed and commissioned:
The estimated natural gas savings are of approximately 10,000 MWh/year.
Also, the modernization of the combustion system at the G18 furnace is in a final stage of fulfilment and it is estimated to be commissioned in the second half of 2019.
In ALRO, over 90 people are involved in the research activity, out of which more than 50 people are part of the Research and Development Department whose mission is to provide technical and technological assistance to ALRO's manufacturing divisions through enhancing the process flow, reduce specific consumptions rates, particularly energy consumption, upgrade product quality, boost products competitiveness, developing new products.
During H1 2019 the most notable research and development activities included the following:
Besides all these, the level of digitalization has been extended in H1 2019 as follows:
Another project bringing meaningful benefits both for the specific consumption and for quality was the use of the electromagnetic stirrers on the slab casting line Wagstaff 3, where the aerospace products are cast.
One of the foremost objectives for the medium and long term is represented by the optimization of energy and utility consumption rates, ALRO steadily investing in this direction. Therefore, regularly energy consumption monitoring to optimize production processes and increase energy efficiency is performed.
During H1 2019, the TSO agreement was obtained directly from the settlement counters for the monitoring natural gas consumption online and, in this way is possible to achieve a better prediction of the natural gas consumption and necessities and to reduce the daily asymmetries.
The Group places a powerful accent on diminishing its carbon footprint and allocates regularly investments in this direction, which was also the case for H1 2019, too, when two major projects in this area were finalized:
During H1 2019, ALRO has been surveilled eleven times by the various Inspection commissions, nine in ALRO Primary Aluminium from N.E.G. - Olt CC, I.S.U. Olt, M.A.I. - Department of Hazardous Substances / Explosive Precursor Compartment and Explosive Materials, and two in ALRO Processed Aluminium from N.E.G. - Olt CC. No major nonconformities were identified.
The training activity within ALRO Group focuses on continuing professional development of employees and training in advance the future employees in order to provide the necessary qualified personnel for achieving the targeted goals.
• Annual programs for professional development;
The ongoing professional development of ALRO Group's employees is carried out on the basis of an annual training program, which consists of several steps & measures:
In H1 2019, within ALRO, qualification and requalification professional trainings were organized such as: nonferrous metallurgist, laminator, truck driver etc., as well as courses for authorising employees to practice jobs which require additional qualifications besides the document that certifies each occupation (for example: training and authorisation courses for NDT operators, ISCIR authorisations, authorisation of operators carrying out activities in the field of natural gas, etc.).
Additionally, in H1 2019, the programs for the improvement of the professions of "low voltage electrician", "mechanical locksmith", "theoretical and practical notions in the field of industrial hydraulic equipment and systems" etc. were organized in ALRO Skills Academy program.
The main objectives of these trainings are to:
In H1 2019 the professional training and certifications of the employees involved in the Aero and Auto projects continued. The focus on changing employees' view regarding self-control, quality, cost reduction measures, efficient use of the resources needed to carry out activities will be kept, while complying with the operational procedures, improving communication, with technical guidance received from external consultants.
In H1 2019, TESA employees from all areas of activity (such us, technical, industrial automation, IT, economic areas and others) followed professional development training programmes or specialisation programmes in order to access the most advanced information and best technical and economic practices and in other areas of interest for the Company.
Professional development programs and training and specialization programs have been organized, such as: training on quality management and environmental protection and energy, IT training, SSM training, accounting and financial training to provide continuing professional training and other training and certification programs necessary for the day-to-day performance of the business.
Another important method for ongoing professional development is represented by the participation of certain specialists of the Company at several workshops, fairs and exhibitions, both in Romania and abroad.
Within the other Group's subsidiaries similar training procedures and activities measures are implemented – some of the employees of Vimetco Extrusion participate to an MBA programme, ongoing professional and certifications trainings are done for Alum, Vimetco Extrusion and SMHL employees. Moreover, for SMHL employees a special attention is given to health and safety working measures considering the environment in which the company activates.
Within the entire Group, the employees are encouraged to continue their professional and personal development and the staff is encouraged to follow post-secondary schools, universities, masters, postgraduate or doctorate programs.
The main goal is to train in advance potential employees (i.e. pupils from vocational schools or technical colleges, students, other categories of young people etc.).
In 2017 the partnership between ALRO and the Slatina Metallurgical Technical College was signed for the organisation of the first dual professional educational class in Olt County. Through this partnership, ALRO has become an active part of the training and professional qualification process, providing qualified staff, workshops and space for practical classes, providing logistics and equipment, so that students can obtain and apply the skills required to perform the qualifications chosen;
The "Dual Vocational Education" project continued in the educational year 2018 - 2019 by organising a class of students composed of two groups: a group of 14 students for the qualification as electricians and a group of 14 students for the qualification of low voltage electricians.
The partnership with the Slatina Metallurgical Technical College has also facilitated several specialised internships within ALRO production facilities for vocational schools' students – classes of rolling mill operators, numerical control machine tool operators, Cast-House operators and electro mechanics. Moreover, it has encouraged some of the Company's employees to follow highschool or postsecondary schools.
Partnerships with technical universities, mostly with Politehnica University of Bucharest, University of Craiova (Physics Department, Faculty of Automation and Computers etc.) implemented through:
Anticipated professional training turned out to be beneficial for ALRO, from the following perspectives:
Corporate Social Responsibility ("CSR") represents the management process, integrated part of the Group's business strategy, through which it aims at contributing to the development of a sustainable and performing society in every area where it operates.
The Group has a policy through which are constantly identified individuals that may be interested in its activities, recognizes their legal rights and encourages their cooperation with the companies within the Group, to create wealth, jobs, and in order to ensure sustainability of a financially sound enterprise.
The Group constantly tries to be involved in solving the social problems of the community where it operates and gives consideration to the interests of the society, having responsibility towards its employees, shareholders, community and environment. ALRO Group is actively involved in the life of the community by engaging in corporate responsibility programs, from the reconstruction of the homes destroyed by natural disasters to education, sports and health programs.
As for the Parent-company, ALRO's image, corporate identity and culture are of fundamental importance. Corporate social responsibility, partnerships, donations and sponsorships are the forms in which the Society interacts with the community in which it operates by developing a community engagement strategy.
ALRO Group believes in the sustainable development which contributes to contributes to the Group's growth and represents a step forward to develop innovative aluminium solutions. The Group supplies VHAVP to the technically demanding customers in the aerospace and automotive industries and we are proud to report that our lightweight aluminium contributes to fuel efficiency of planes and vehicles, thus reducing emission levels.
The Management is constantly concerned with improving and developing partnership and sponsorship policy, promoting and encouraging CSR practices and principles by integrating them into managers and employee performance evaluation criteria, youth education, a better knowledge of Romanian art and culture, and also, the promotion of a clean environment and a healthy lifestyle.
The Group is aware of the important role it has in the communities in which it activates, so it acts with responsibility to positively influence the community in which it operates. ALRO has a decisive role in the economic, social, cultural and sports life of the community.
Moreover, ALRO, the Parent-Company, due to its economic and financial potential, but also because it is the only producer of aluminium and aluminium alloys in Romania, it is a representative company not only for the area in which it activates, but for the entire Romanian industry. ALRO is an example of how technical and financial management are blended together with the one related to environmental protection and stakeholder management.
At the same time, the Group is responsible for the safety of its products and customers. ALRO Group contributes to the Romanian capital growth, to the development of the national economy, while ensuring large number of jobs. Guidelines of measures related to social responsibility within ALRO are published in the Social Responsibility section on page: www.alro.ro.
In H1 2019, ALRO has contributed and provided support in various cultural, sports and educational actions and activities, as well as social activities, out of which some examples are listed below:
• The project "Together for the Future" – represents a dance festival that took place within the National Community Action Strategy and a number of 295 children split in mixed teams composed of volunteer pupils and beneficiaries (i.e. disability pupils, qualified at the national stage) attended. ALRO supported this project and, at the award ceremony, gave all children gifts for celebrating their performance;
In addition, in H1 2019, the Group companies granted several sponsorships to support events and actions in areas such as social cultural, education, health, religion, sports, partnerships with several associations and foundations involved in cultural, educational and social-humanitarian areas. Moreover, various partnerships with highschools, postgraduates and universities (in all the areas where the Group activates, were concluded to facilitate the specialised practice of students/ pupils, to organise documentation visits, to support them in writing their final papers for obtaining the bachelor's degree, master's degree, PhD etc.
Moreover, in H1 2019, a particular attention was paid to the relations with the trade union organizations within the Company and the trade union federations to which they are affiliated as an important factor of stability, social peace and achievement in terms of performance of the mission and objectives of the Society. Thus, during February-March 2019 negotiations with the trade unions took place, and as of 1st of April 2019 a new Collective Labour Agreement entered into force, both at ALRO and at Alum.
Additionally, ALRO's representatives are active in several social dialogue bodies such as the Social Dialogue Commission with the Olt Prefect Institution or the Tripartite Consultative Council, attached to the Olt Labour Inspectorate; ALRO has been involved, with good results, in the work of its employers' organization, namely O.P. UNIROMSIDER.
ALRO is an important contributor to local and national budgets.
The other Group's subsidiaries are actively involved, as well in the activity and welfare of the communities in which they operate.
In H1 2019, ALRO's subsidiary, Alum was involved in several sociocultural activities with a major impact in the area where it operates, among which it can be mentioned:
Moreover, Vimetco Extrusion continued in H1 2019 the tradition to offer sponsorships to improve the life of the people in the area where it activates and as such it offered funds of more than EUR 9.5 thousand to the local hospital for buying equipment both, for the surgery room and the recovery hall and for the acquisition of special equipment for monitoring the life sign of newborns.
In preparing phase, to be done in August 2019, there is the Education Camp "Nurturing my Roots" sponsored by Vimetco Extrusion and dedicated to 16 children from Slatina institution of Child Protection (DGASPC Olt) – a 5 days' camp is dedicated to the development of the emotional intelligence of children.
Vimetco Extrusion has annually internship program with Universities and High Schools. In 2019 we had an internship program with one student from University of Craiova – 3 weeks in IT Department and the Internship with Metallurgical High School –15 students have practiced in the Maintenance Department for 10 weeks.
Locally, SMHL is an active member of Sierra Leone communities. Additionally, in the ordinary course of business, the Group's operations in Sierra Leone require it to perform mine work, consisting of scalping, excavation, loading and hauling, grade control, haul roads construction and maintenance, pit dewatering, pit maintenance, pit access maintenance, mine electrical facilities and general services, mill and wash work, consisting of primary crushing, secondary crushing, trammelling, screening, materials handling and storage, dewatering, tailings disposal, water reclamation and process control. Also, the Group is subject to environmental remediation works in accordance with the African Development Bank's Environmental and Social Assessment Procedures. Upon the depletion of the reserves in any particular orebody, the benches must be levelled, and the topsoil (humus and or lateritic humus) must be returned and spread over the levelled out benches. Vegetation must then be progressively reintroduced to rehabilitate the mined-out area.
SMHL remains compliant with its responsibility of transferring 1% of its revenue to Community Development Committee ("CDC") to support the various projects for the local community long term development and improvement of quality of life. CDC is formed from the various stakeholder of Community, where SMHL is presented by its CFO and the Community Affairs Manager. The CFO of SMHL is also one of the decision-making persons to ensure the most beneficial utilization of funds in accordance with the Community requirements. Construction of multifunctional CDC complex was completed in 2019, which serves as a common place of gathering for all community issues, have a cinema for youth and serves as the office for CDC. Also, two market places, several water wells, community school public outdoor toilets were constructed. Besides this, SMHL rehabilitates schools in nearby villages, village roads and bridges to improve accessibility for locals.
For many years SMHL supports COTN orphanage by monthly donations of various food provision, fuel and buses for children to transport them to and from school.
The CDC recently gave scholarship to over 207 universities and third party students. In addition, hundreds of women and farmers from five chiefdoms in the Moyamba, Bothe and Bo districts benefitted with cash to support them to farm before the start of the rainy seasons.
In July the CDC will award the contracts for the construction of 100 bed hospitals, which will be located in Ngolla village (few kilometres from the mine site) from funds provided by SMHL.
During the reporting period, the following changes took place within the Board or in the management structure of ALRO:
of Directors meeting that took place on the same day, Mr. Serghei Gheorghe was re-elected as Vice-President of the Board of Directors
During the reporting period, the Group's companies did not face the situation of not being able to meet their financial obligations.
Moreover, during H1 2019 there were no amendments regarding the shares owner rights.
ALRO Group enters into transactions with its main shareholder, with companies under common control, with directors and key management personnel and these transactions are concluded at arms' length.
The balances of acquisitions, debts and receivables (if applicable) regarding significant transactions with related parties on 30 June 2019 are presented in the Unaudited Condensed Consolidated Financial Statements. Regarding the nature of these transactions, they refer to goods sold and services rendered by the Group or acquired by the Group from related parties such as: Vimetco N.V., Alum S.A., Vimetco Extrusion SRL, Conef S.A., Sierra Mineral Holdings 1, Ltd., Global Aluminium Ltd., Bauxite Marketing Ltd., Vimetco Trading SRL, Vimetco Management Romania SRL, Vimetco Power Romania SRL, Conef Gaz SRL, Conef Energy SRL, Centrul Rivergate SRL, Rivergate Rating Group SRL, Rivergate Fire SRL, Henan Zhongfu High Precision Aluminium.
Moreover, the transactions primarily consist of an agreement for the provision of:
In addition, at the date of this Report, Vimetco has obtained a Directors' and Officers' liability and corporate reimbursement four-layer insurance policy with worldwide coverage for the Group's directors and officers. On scheduled expiry, the Group intends to obtain comparable coverage on behalf of its directors and officers.
During H1 2019, the transactions between the related parties were based on bilateral agreements and took place on arm's length and the transactions that took place are substantially the same as those set out above.
For more information, about significant transactions with related parties as defined by IAS 24 "Reporting Transactions with Related Parties" in accordance with IFRS at the date of this Report, please see Note 21 Related parties of the Unaudited Condensed Consolidated Financial Statements for the six months ended on 30 June 2019 included in this Report.
In H1 2019 the aluminium industry continued to be impacted by the political unpredictability at a global level being filled with new law and regulations, taxes, environmental protection measures, emissions and green certificates prices and allocations. Furthermore, the LME continued to report decreased quotations which altogether with the above mentioned external factors were additionally reflected in the financial results of all major companies in the aluminium industry, which reported either a decline in profits or losses in the first half of 2019.
For the second half of 2019, this challenging climate might not change. Depending on the political and world trade situation, more difficult conditions might even appear. The slowdown in the Chinese economy could become a real concern. China is the major player in aluminium driving a very aggressive export policy for the aluminium flat-rolled products with much lower prices than the ones quoted by the Western producers. Further USA antidumping measurements against China aluminium import to the USA are under investigation.
Moreover, the final lifting of USA sanctions against Rusal in Q1 2019 meant, in fact, more aluminium available in the market on one side, which has been further translated in higher pressure over billets premiums with strong premiums decrease end of Q2 2019 on the other side. This price pressure might be kept in Q3 2019 and most likely to the end of 2019.
Another external important factor that could impact the Group's results in H2 2019 is represented by the energy price (which continued in H1 2019 and most probably will follow the same trend in the second half of 2019) to show higher prices and volatility and thus being even more harder to predict their impact on the Group's overall results. ALRO is continuing its efforts to reduce its deep exposure to the local energy system by implementing projects to maximize its energy efficiency (i.e. as the AP12LE Technology project) or to expand its Eco-Recycling capacity for processing higher volumes of scrap that require lower energy quantities. However, considering the latest evolution in the energy industry, the Group is paying attention to any developments in this area as any variations might further translate in higher energy costs which are already a burden for ALRO considering the other countries approach when setting regulations for the aluminium players acting within their borders.
As all these external market factors cannot be influenced by the Group and by the Company, in H2 2019, the Group will continue its efforts to mitigate them as it did in the past, too. Thus, ALRO Group will continue its investments in research and development, these fields being one of the top priorities of the Parent-Company and its subsidiaries and, this is why significant human and material resources are allotted in these directions. Therefore, the Group's Research and Development teams will participate with two research papers to the 9th edition of the "Nonferrous Metals and Minerals" International Congress to be held during 16-20 September 2019 in Krasnoyarsk, Russia and in numerous additional specialized conferences for knowledge updates and new technologies and innovative solutions that aim to help the Group maintaining its competitiveness and organic growth. Besides this, for the rest of the year, the research and development teams plan to finalize the ongoing research themes and apply the obtained results to enhance the manufacturing processes and decrease specific consumption rates. Moreover, within the thermal treatment compartment, new technologies to support the heat-treated products production increase in the Processed Aluminium Division are in progress. A total of 16 research themes prepared and approved for 2019 are ongoing and some will be displayed for several years. These themes are aimed at developing the existing technologies, the environment and work conditions, reducing specific consumptions. Some of them are mentioned below:
Furthermore, in H1 2019 the projects co-funded by European funds were finalized and in H2 2019, the Group investigates any additional possibilities in this field.
Moreover, the intensive digitalization process as started in 2018 will be continued in H2 2019, too and this concept was adopted and implemented as part of the business operating system to continuously deliver value while achieving significant savings.
| ATS | Alternative trading system on BSE |
|---|---|
| BoD | Board of Directors |
| BSE | Bucharest Stock Exchange |
| BSE Code | Corporate Governance Code issued by BSE and applicable to listed companies |
| EBIT | Earnings before interest and taxes |
| EBITDA | Earnings before, interest, taxes, depreciation, amortization and impairment |
| EGSM | Extraordinary General Shareholders Meeting |
| EUID | The European Unique Identifier |
| FSA | Financial Supervisory Authority, Romania |
| GD | Government Decision |
| GSM | General Shareholders Meeting |
| H1/H2 | Half-year |
| HVAPs | High value added products |
| IAS | International Accounting Standards |
| IFRS | International Financial Reporting Standards |
| ISO | International Organization for Standardization |
| LEI | Legal Entity Identifier Code |
| LIBOR | London Interbank Offered Rate |
| LME | London Metal Exchange |
| OGSM | Ordinary General Shareholders Meeting |
| ROBOR | Romanian Interbank Offered Rate |
| USA | United States of America |
| VHVAPs | Very high value added products |
| Q1/Q2/Q3/Q4 | Quarter 1/Quarter 2/Quarter 3/Quarter 4 |
| QR Code | Quick response code |
| USA | United States of America |
| VHVAP | Very high value added products |
This is a free translation from the original Romanian binding version
Alro S.A. and its subsidiaries
This is a free translation from the original Romanian binding version
in RON '000, unless otherwise stated
| Note | Six months ended |
Six months ended |
|
|---|---|---|---|
| 30 June 2019 | 30 June 2018 | ||
| Revenue from contracts with customers | 5 | 1,506,218 | 1,563,610 |
| Cost of goods sold | -1,342,519 | -1,207,340 | |
| Gross profit | 163,699 | 356,270 | |
| General, administrative and selling expenses | 7 | -137,378 | -146,241 |
| Other operating income | 8 | 144,667 | 5,040 |
| Other operating expenses | -4,630 | -3,923 | |
| Operating result (EBIT) | 166,358 | 211,146 | |
| Interest expenses | 9 | -38,630 | -21,210 |
| Gains/(losses) from derivative financial instruments, net | 15 | 710 | 16,692 |
| Other financial gains / (losses), net | -9,247 | -7,158 | |
| Net foreign exchange gains / (losses) | -14,390 | -8,722 | |
| Result before income taxes | 104,801 | 190,748 | |
| Income tax | 10 | -25,093 | -36,597 |
| Result for the period | 79,708 | 154,151 | |
| Other comprehensive income / (expense), net of tax: | |||
| Items that will not be reclassified subsequently to profit or loss | |||
| Remeasurements of post-employment benefit obligations | -2 | 12 | |
| Items that may be reclassified subsequently to profit or loss: | |||
| Translation adjustment | -5,099 | 13,109 | |
| Other comprehensive income / (expense) for the period, net of tax | -5,101 | 13,121 | |
| Total comprehensive income / (expense) for the period | 74,607 | 167,272 | |
| Result attributable to: | |||
| Shareholders of Alro SA | 79,234 | 153,974 | |
| Non-controlling interest | 474 | 177 | |
| Total comprehensive income / (expense) attributable to: | 79,708 | 154,151 | |
| Shareholders of Alro S.A. | 74,162 | 167,014 | |
| Non-controlling interest | 445 | 258 | |
| 74,607 | 167,272 | ||
| Earnings per share | |||
| Basic and diluted (RON) | 11 | 0.111 | 0.216 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
These financial statements were authorized for issue by the management on 12 August 2019.
in RON '000
| Note | 30 June 2019 | 31 December 2018 | |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 12 | 1,175,909 | 1,190,373 |
| Intangible assets | 6,566 | 6,934 | |
| Goodwill | 92,404 | 90,837 | |
| Deferred tax asset | 10 | 48,848 | 50,354 |
| Other non-current assets | 13 | 69,782 | 52,634 |
| Total non-current assets | 1,393,509 | 1,391,132 | |
| Current assets | |||
| Inventories | 16 | 822,067 | 835,029 |
| Trade receivables, net | 63,224 | 70,126 | |
| Current income tax receivable | 47 | - | |
| Other current assets | 17 | 89,895 | 431,178 |
| Derivative financial instruments asset, current | 15 | 996 | - |
| Restricted cash | 18 | 9,579 | 8,370 |
| Cash and cash equivalents | 18 | 424,658 | 203,609 |
| Total current assets | 1,410,466 | 1,548,312 | |
| Total assets | 2,803,975 | 2,939,444 | |
| Shareholders' Equity and Liabilities | |||
| Shareholders' equity | |||
| Share capital | 370,037 | 370,037 | |
| Share premium | 86,351 | 86,351 | |
| Other reserves | 343,353 | 344,333 | |
| Retained earnings | 39,672 | 135,358 | |
| Result for the period | 79,234 | 235,006 | |
| Equity attributable to shareholders of Alro S.A. | 918,647 | 1,171,085 | |
| Non-controlling interest | 2,170 | 1,739 | |
| Total shareholders' equity | 920,817 | 1,172,824 | |
| Non-current liabilities | |||
| Bank and other loans, non-current | 19 | 1,104,773 | 870,781 |
| Lease liabilities, non-current | 19 | 7,335 | 3,550 |
| Provisions, non-current | 33,839 | 32,854 | |
| Post-employment benefit obligations | 43,184 | 42,610 | |
| Government grants, non-current portion | 50,677 | 49,956 | |
| Other non-current liabilities | 2,362 | 3,601 | |
| Total non-current liabilities | 1,242,170 | 1,003,352 | |
| Current liabilities | |||
| Bank and other loans, current | 19 | 188,380 | 73,563 |
| Lease liabilities, current | 19 | 4,739 | 2,500 |
| Provisions, current | 8 | 3,934 | 31,233 |
| Trade and other payables | 243,239 | 210,750 | |
| Current income taxes payable | 17,471 | 14,300 | |
| Government grants, current portion | 4,309 | 1,914 | |
| Other current liabilities | 20 | 178,916 | 429,008 |
| Total current liabilities | 640,988 | 763,268 | |
| Total liabilities | 1,883,158 | 1,766,620 | |
| Total shareholders' equity and liabilities | 2,803,975 | 2,939,444 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
These financial statements were authorized for issue by the management on 12 August 2019.
reserve
Total other reserves
Retained earnings Result for
the period
Attributable to shareholders of Alro SA
Non-controlling interests
Total shareholders' equity
| Balance at 1 January 2018 | 356,091 | 86,351 | 364,519 |
|---|---|---|---|
| Result for the period | - | - | - |
| Other comprehensive income / (expense) | |||
| Translation adjustment | - | - | - |
| Remeasurements of post-employment benefits | - | - | - |
| Other comprehensive income / (expense) | - | - | - |
| Total comprehensive income / (expense) for the period | - | - | - |
| Transactions with owners of the company recognized directly in equity | |||
| Distributions to owners of the company | |||
| Appropriation of prior year result | - | - | 931 |
| Dividends distribution | - | - | - |
| Balance at 30 June 2018 | 356,091 | 86,351 | 365,450 |
| Balance at 1 January 2019 | 370,037 | 86,351 | 367,834 |
| Result for the period | - | - | - |
| Other comprehensive income / (expense) | |||
| Translation adjustment | - | - | - |
| Remeasurements of post-employment benefits | - | - | - |
| Other comprehensive income / (expense) | - | - | - |
| Total comprehensive income / (expense) for the period | - | - | - |
| Transactions with owners of the company recognized directly in equity | |||
| Distributions to owners of the company: | |||
| Appropriation of prior year result | - | - | 4,090 |
| Dividends distribution | - | - | - |
| Balance at 30 June 2019 | 370,037 | 86,351 | 371,924 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
These financial statements were authorized for issue by the management on 12 August 2019.
| Total shareholders' equity |
Non-controlling interests |
Attributable to shareholders of Alro SA |
Result for the period |
Retained earnings | Total other reserves |
Translation reserve |
|---|---|---|---|---|---|---|
| 1,215,348 | 1,374 | 1,213,974 | 390,581 | 49,409 | 331,542 | -32,977 |
| 154,151 | 177 | 153,974 | 153,974 | - | - | - |
| 13,109 | 81 | 13,028 | - | - | 13,028 | 13,028 |
| 12 13,121 |
- 81 |
12 13,040 |
- - |
12 12 |
- 13,028 |
- 13,028 |
| 167,272 | 258 | 167,014 | 153,974 | 12 | 13,028 | 13,028 |
| - | - | -390,581 | 389,650 | 931 | - | |
| -367,648 | -11 | -367,637 | -367,637 | - | - | |
| 1,014,972 | 1,621 | 1,013,351 | 153,974 | 71,434 | 345,501 | -19,949 |
| 1,172,824 | 1,739 | 1,171,085 | 235,006 | 135,358 | 344,333 | -23,501 |
| 79,708 | 474 | 79,234 | - | - | - | |
| 79,234 | ||||||
| -5,099 | -29 | -5,070 | - | - | -5,070 | -5,070 |
| - | -2 | - | -2 | - | - | |
| -5,101 | -29 | -5,072 | - | -2 | -5,070 | -5,070 |
| 74,607 | 445 | 74,162 | 79,234 | -2 | -5,070 | -5,070 |
| - | - | -235,006 | 230,916 | 4,090 | - | |
| -326,614 | -14 | -326,600 | - | -326,600 | - | - |
| 920,817 | 2,170 | 918,647 | 79,234 | 39,672 | 343,353 | -28,571 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
These financial statements were authorized for issue by the management on 12 August 2019.
in RON '000
1. Organisation and nature of business
Exchange under the symbol ALR.
Central and Eastern Europe.
2. Basis of preparation
Statement of compliance
by the European Union (EU)*.
December 2018.
Going concern
County, Romania.
Alro S.A. (the Company or the Parent Company) is a listed company established in 1961 in Romania and is one of the largest vertically
The Company's administrative and managerial offices are located in Romania, with the headquarters in 116, Pitesti Street, Slatina, Olt
Vimetco N.V. (the Netherlands) is the major shareholder of Alro S.A., holding 54.19% of the Company's share capital at 30 June 2019. Vimetco N.V. is a privately held company and its registered office is at Strawinskylaan 403, World Trade Center, A Tower, 4th floor, 1077
Alro S.A. and its subsidiaries (collectively referred to as the Group) form a vertically integrated producer of primary and processed aluminium products: in Sierra Leone the bauxite is extracted, which is used to produce alumina in the Alum refinery at Tulcea; this is further used by Alro at its smelter in Slatina to produce aluminium. Alro casts aluminium into primary products that are sold or processed as higher value added products (flat rolled or extruded) at Alro or Vimetco Extrusion facilities. The Group has its customers primarily in
These interim condensed consolidated financial statements were authorised for issue by the management on 12 August 2019.
These interim condensed consolidated financial statements of Alro and its subsidiaries (further named Condensed financial statements) for the 6 months ended 30 June 2019 are unaudited and have been prepared in accordance with IAS 34 Interim financial reporting as adopted by the European Union (EU). The accounting policies are in accordance with the Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, which is in accordance with the International Financial Reporting Standards (IFRS) adopted
Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2018. These condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended 31
The financial statements of Alro Group are available in hard copy at the Parent Company's premises, upon request. They are also
These interim condensed financial statements have been prepared on a going concern basis, which assumes the Group will be able to
available on the website of the Parent Company www.alro.ro within the applicable legal time frame.
realize its assets and discharge its liabilities in the normal course of business.
integrated aluminium producers in Europe, by production capacity. The shares of Alro S.A. are traded on the Bucharest Stock
XX Amsterdam, The Netherlands. The Company's ultimate controlling entity is Maxon Limited (Bermuda).
| Note | Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|---|
| Cash flow from operating activities | |||
| Result before income taxes | 104,801 | 190,748 | |
| Adjustments for: | |||
| Depreciation and amortisation | 73,549 | 65,328 | |
| Impairment of property, plant and equipment | -4,790 | -1,262 | |
| Movement in provisions | -27,299 | 3,155 | |
| Change in allowance for impairment of inventory | 15,307 | 5,598 | |
| Change in allowance for impairment of doubtful receivables | 7 | 48 | 967 |
| Loss on disposal of property, plant and equipment | 686 | 1,610 | |
| Net foreign exchange losses on loans revaluation | 8,965 | 25,107 | |
| Interest income | -3,009 | -4,323 | |
| Interest expense | 9 | 38,630 | 21,210 |
| Effect of derivative financial instruments | 15 | -710 | -16,692 |
| Changes in working capital: | |||
| Change in inventories | -133 | -30,605 | |
| Change in trade receivables and other assets | 1,614 | -27,897 | |
| Change in trade and other payables | 37,664 | 58,733 | |
| Income taxes paid | -19,741 | -9,411 | |
| Interest paid | -40,415 | -21,577 | |
| Cash receipts/ (payments) from derivatives, net | 8,362 | -901 | |
| Net cash generated by / (used in) operating activities | 193,529 | 259,788 | |
| Cash flow from investing activities | |||
| Purchase of property, plant and equipment and intangible assets, net | -81,571 | -184,387 | |
| Government grants received | 4,895 | 3,313 | |
| Proceeds from sale of property, plant and equipment | 588 | 1,350 | |
| Change in restricted cash | -1,209 | 60,156 | |
| Loans to related parties | - | 41,200 | |
| Interest received | 2,681 | 2,538 | |
| Net cash used in investing activities | -74,616 | -75,830 | |
| Cash flow from financing activities | |||
| Proceeds from loans and leasing | 372,653 | 61,173 | |
| Repayment of loans | -33,225 | -33,736 | |
| Dividends paid | 11 | -237,324 | -329,172 |
| Net cash provided by/(used in) financing activities | 102,104 | -301,735 | |
| Net change in cash and cash equivalents | 221,017 | -117,777 | |
| Cash and cash equivalents at beginning of period | 203,609 | 320,828 | |
| Effect of exchange rate differences on cash and cash equivalents | 32 | 16 | |
| Cash and cash equivalents at end of period | 18 | 424,658 | 203,067 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
These financial statements were authorized for issue by the management on 12 August 2019
in RON '000, except per share data
Alro S.A. (the Company or the Parent Company) is a listed company established in 1961 in Romania and is one of the largest vertically integrated aluminium producers in Europe, by production capacity. The shares of Alro S.A. are traded on the Bucharest Stock Exchange under the symbol ALR.
The Company's administrative and managerial offices are located in Romania, with the headquarters in 116, Pitesti Street, Slatina, Olt County, Romania.
Vimetco N.V. (the Netherlands) is the major shareholder of Alro S.A., holding 54.19% of the Company's share capital at 30 June 2019. Vimetco N.V. is a privately held company and its registered office is at Strawinskylaan 403, World Trade Center, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands. The Company's ultimate controlling entity is Maxon Limited (Bermuda).
Alro S.A. and its subsidiaries (collectively referred to as the Group) form a vertically integrated producer of primary and processed aluminium products: in Sierra Leone the bauxite is extracted, which is used to produce alumina in the Alum refinery at Tulcea; this is further used by Alro at its smelter in Slatina to produce aluminium. Alro casts aluminium into primary products that are sold or processed as higher value added products (flat rolled or extruded) at Alro or Vimetco Extrusion facilities. The Group has its customers primarily in Central and Eastern Europe.
These interim condensed consolidated financial statements were authorised for issue by the management on 12 August 2019.
These interim condensed consolidated financial statements of Alro and its subsidiaries (further named Condensed financial statements) for the 6 months ended 30 June 2019 are unaudited and have been prepared in accordance with IAS 34 Interim financial reporting as adopted by the European Union (EU). The accounting policies are in accordance with the Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, which is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU)*.
Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2018. These condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2018.
The financial statements of Alro Group are available in hard copy at the Parent Company's premises, upon request. They are also available on the website of the Parent Company www.alro.ro within the applicable legal time frame.
These interim condensed financial statements have been prepared on a going concern basis, which assumes the Group will be able to realize its assets and discharge its liabilities in the normal course of business.
*The Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU), except for IAS 21 The effects of changes in foreign exchange rates regarding functional currency, except for the provisions of IAS 20 Accounting for Government Grants regarding the recognition of revenue from green certificates, except for the provisions of IFRS 15 Revenue from contracts with customers regarding the revenue from taxes of connection to the distribution grid and except for the accounting treatment of interim dividends, which, according to the Ministry of Public Finance Order no. 3067/2018, are recorded in the consolidated statement of financial position at 31 December 2018 as receivables on the position 'Other current assets' and, the unpaid balance, as liabilities on the position 'Other current liabilities'.
The functional currency of the parent company is the Romanian leu (RON). For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency and translated in the presentation currency.
These financial statements are presented in RON thousand, rounded to the nearest unit, unless otherwise stated.
The rates applied in translating foreign currencies to RON were as follows:
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| USD exchange rate at the end of the period** | 4.1587 USD/RON | 4.0736 USD/RON |
| 30 June 2019 | 30 June 2018 | |
| USD average exchange rate*** | 4.1967 USD/RON | 3.8441 USD/RON |
**) as communicated by National Bank of Romania
***) computed as an average of the daily exchange rates communicated by the National Bank of Romania
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2018, except for the adoption of new standards effective as of 1 January 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The Group applies, for the first time, IFRS 16 Leases that requires restatement of previous financial statements. As required by IAS 34, the nature and effect of these changes are disclosed below.
IFRS 16 Leases, issued on 13 January 2016 is effective for annual periods beginning on or after 1 January 2019 (early application was permitted, but not before an entity applies IFRS 15). IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of 'low-value' assets and short-term leases. At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. Lessor accounting under IFRS 16 is substantially unchanged from the accounting under IAS 17.
Before the adoption of IFRS 16, the Group classified each of its leases (as lessee) at the inception date as either a finance lease or an operating lease. A lease was classified as a finance lease if it transferred substantially all of the risks and rewards incidental to ownership of the leased asset to the Group; otherwise it was classified as an operating lease. Finance leases were capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments.
Lease payments were apportioned between interest (recognised as finance costs) and reduction of the lease liability. In an operating lease, the leased property was not capitalised and the lease payments were recognised as rent expense in profit or loss on a straightline basis over the lease term. Any prepaid rent and accrued rent were recognised under Prepayments and Trade and other payables, respectively.
Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The standard provides specific transition requirements and practical expedients, which have been applied by the Group.
The Group did not change the initial carrying amounts of recognised assets and liabilities at the date of initial application for leases previously classified as finance leases (i.e., the right-of-use assets and lease liabilities equal the lease assets and liabilities recognised under IAS 17). The requirements of IFRS 16 were applied to these leases from 1 January 2019.
The Group recognised right-of-use assets and lease liabilities for those leases previously classified as operating leases, except for short-term leases and leases of low-value assets. The right-of-use assets for most leases were recognised based on the carrying amount as if the standard had always been applied, apart from the use of incremental borrowing rate at the date of initial application. In some leases, the right-of-use assets were recognised based on the amount equal to the lease liabilities, adjusted for any related prepaid and accrued lease payments previously recognised. Lease liabilities were recognised based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.
In adopting IFRS 16, at 1 January 2019 right-of-use assets of RON 14,669 thousand were recognised, being presented in the statement of financial position in Other non-current assets. Additional lease liabilities of RON 7,360 thousand were recognised.
The Group applied IFRS 16 initially on 1 January 2019, using the modified retrospective approach. The Group applied IFRS 16 to all contracts entered into before 1 January 2019 and identified as leases in accordance with IAS 17 and IFRIC 4.
The Group elected to use the exemptions proposed by the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value.
The Group recognises new assets and liabilities for its operating leases of vehicles, land and equipments. A depreciation charge for right-of-use assets and interest expense on lease liabilities are also recognized. Right-of-use assets for property leases is measured on transition as an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the statement of financial position immediately before the date of initial application.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised.
- Amendments to IFRS 9 Prepayment features with negative compensation were issued on 18 May 2018 (effective for annual reporting periods beginning on or after 1 January 2019 with earlier application permitted). The Amendment allows financial assets with prepayment features that permit or require a party to a contract either to pay or receive reasonable compensation for the early termination of the contract (so that, from the perspective of the holder of the asset there may be 'negative compensation'), to be measured at amortized cost or at fair value through other comprehensive income. The amendments do not have an impact on the Group's financial statements.
- Amendments to IAS 19: Plan Amendment, Curtailment or Settlement, issued on 7 February 2018 (not yet adopted by EU). The amendments are effective for annual periods beginning on or after 1 January 2019 with earlier application permitted. The amendments require entities to use updated actuarial assumptions to determine current service cost and net interest for the remainder of the annual reporting period after a plan amendment, curtailment or settlement has occurred. The amendments also clarify how the accounting for a plan amendment, curtailment or settlement affects applying the asset ceiling requirements.
- Amendments to IAS 28: Long-term interests in associates and joint ventures (issued on 12 October 2018, not yet adopted by the EU). The Amendments are effective for annual reporting periods beginning on or after 1 January 2019 with earlier application permitted. The Amendments relate to whether the measurement, in particular impairment requirements, of long term interests in associates and joint ventures that, in substance, form part of the 'net investment' in the associate or joint venture should be governed by IFRS 9, IAS 28 or a combination of both. The Amendments clarify that an entity applies IFRS 9 Financial Instruments, before it applies IAS 28, to such long-term interests for which the equity method is not applied. In applying IFRS 9, the entity does not take account of any adjustments to the carrying amount of long-term interests that arise from applying IAS 28. These amendments are not applicable to the Group.
- IFRIC 23 Uncertainty over income tax treatments. Interpretation was issued on 7 June 2017, is applicable for annual periods beginning on or after 1 January 2019 and earlier application is permitted. Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12. The Interpretation provides guidance on considering uncertain tax treatments separately or together, examination by tax authorities, the appropriate method to reflect uncertainty and accounting for changes in facts and circumstances. The directors do not anticipate that the application of the amendments in the future will have an impact on the Group's consolidated financial statements.
- Annual Improvements to IFRS Standards 2015 – 2017 Cycle (effective for annual periods beginning on or after 1 January 2019), issued on 12 December 2017 and not yet adopted by the EU. The improvements are not expected to have a material impact on the Group's financial statements. These annual improvements are a collection of amendments to IFRSs:
There are no new standards issued during 6 months ended 30 June 2019.
4. Estimates
The preparation of condensed financial statements requires the Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December 2018, except for the changes disclosed in Note 3.
Segments
Segments
information:
Revenue
Revenue
Type of good or service
Type of good or service
5. Revenue from contracts with customers
analyzed semester compared to the comparative one.
Set out below is the disaggregation of the Group's revenue from contract with customers:
Bauxite Alumina Primary aluminium
Bauxite Alumina Primary aluminium
Bauxite Alumina Primary aluminium
Bauxite Alumina Primary aluminium
Sale of bauxite 152,284 - - - - 152,284 Sale of alumina - 384,156 - - - 384,156 Sale of primary aluminium - - 1,119,514 - - 1,119,514 Sale of processed aluminium - - - 751,588 - 751,588 Other revenues and services performed 13,585 447 - 314 17,335 31,681 Total revenue from contracts with customers 165,869 384,603 1,119,514 751,902 17,335 2,439,223
Sale of bauxite 141,661 - - - - 141,661 Sale of alumina - 387,329 - - - 387,329 Sale of primary aluminium - - 1,211,455 - - 1,211,455 Sale of processed aluminium - - - 747,702 - 747,702 Other revenues and services performed 14,673 63 - 664 17,376 32,776 Total revenue from contracts with customers 156,334 387,392 1,211,455 748,366 17,376 2,520,923
The aluminium segments recorded a decrease in sales in H1 2019 compared to H1 2018 on the background of lower LME quotations, whereas the sales of bauxite from the Group subsidiary in Sierra Leone reflect higher RON/USD quotations in the
Set out below, is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment
External customer 40,788 89,943 621,118 751,123 3,246 1,506,218 Inter-segment 125,081 294,660 498,396 779 14,089 933,005 Total revenue 165,869 384,603 1,119,514 751,902 17,335 2,439,223 Adjustments and eliminations -125,081 -294,660 -498,396 -779 -14,089 -933,005 Total revenue from contracts with customers 40,788 89,943 621,118 751,123 3,246 1,506,218
External customer 39,367 111,799 661,037 748,366 3,041 1,563,610 Inter-segment 116,967 275,593 550,418 - 14,335 957,313 Total revenue 156,334 387,392 1,211,455 748,366 17,376 2,520,923 Adjustments and eliminations -116,967 -275,593 -550,418 - -14,335 -957,313 Total revenue from contracts with customers 39,367 111,799 661,037 748,366 3,041 1,563,610
Transactions between operating segments are based on transfer prices that are set on an arm's length basis in a manner similar to
transactions with third parties. For the way the Group monitors the performance of its segments, please see note 6.
Six months ended 30 June 2019
Six months ended 30 June 2018
Six months ended 30 June 2019
Six months ended 30 June 2018
Others Total
Others Total
Others Total
Others Total
Processed aluminium
Processed aluminium
Processed aluminium
Processed aluminium
Set out below is the disaggregation of the Group's revenue from contract with customers:
| Six months ended | ||||||
|---|---|---|---|---|---|---|
| 30 June 2019 | ||||||
| Segments | Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Total |
| Type of good or service | ||||||
| Sale of bauxite | 152,284 | - | - | - | - | 152,284 |
| Sale of alumina | - | 384,156 | - | - | - | 384,156 |
| Sale of primary aluminium | - | - | 1,119,514 | - | - | 1,119,514 |
| Sale of processed aluminium | - | - | - | 751,588 | - | 751,588 |
| Other revenues and services performed | 13,585 | 447 | - | 314 | 17,335 | 31,681 |
| Total revenue from contracts with customers | 165,869 | 384,603 | 1,119,514 | 751,902 | 17,335 | 2,439,223 |
| 30 June 2018 | |||||
|---|---|---|---|---|---|
| Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Total |
| 141,661 | - | - | - | - | 141,661 |
| - | 387,329 | - | - | - | 387,329 |
| - | - | 1,211,455 | - | - | 1,211,455 |
| - | - | - | 747,702 | - | 747,702 |
| 14,673 | 63 | - | 664 | 17,376 | 32,776 |
| 156,334 | 387,392 | 1,211,455 | 748,366 | 17,376 | 2,520,923 |
The aluminium segments recorded a decrease in sales in H1 2019 compared to H1 2018 on the background of lower LME quotations, whereas the sales of bauxite from the Group subsidiary in Sierra Leone reflect higher RON/USD quotations in the analyzed semester compared to the comparative one.
Set out below, is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information:
| Six months ended | ||||||
|---|---|---|---|---|---|---|
| 30 June 2019 | ||||||
| Revenue | Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Total |
| External customer | 40,788 | 89,943 | 621,118 | 751,123 | 3,246 | 1,506,218 |
| Inter-segment | 125,081 | 294,660 | 498,396 | 779 | 14,089 | 933,005 |
| Total revenue | 165,869 | 384,603 | 1,119,514 | 751,902 | 17,335 | 2,439,223 |
| Adjustments and eliminations | -125,081 | -294,660 | -498,396 | -779 | -14,089 | -933,005 |
| Total revenue from contracts with customers | 40,788 | 89,943 | 621,118 | 751,123 | 3,246 | 1,506,218 |
| 30 June 2018 | |||||
|---|---|---|---|---|---|
| Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Total |
| 39,367 | 111,799 | 661,037 | 748,366 | 3,041 | 1,563,610 |
| 116,967 | 275,593 | 550,418 | - | 14,335 | 957,313 |
| 156,334 | 387,392 | 1,211,455 | 748,366 | 17,376 | 2,520,923 |
| -116,967 | -275,593 | -550,418 | - | -14,335 | -957,313 |
| 39,367 | 111,799 | 661,037 | 748,366 | 3,041 | 1,563,610 |
Transactions between operating segments are based on transfer prices that are set on an arm's length basis in a manner similar to transactions with third parties. For the way the Group monitors the performance of its segments, please see note 6.
For management purposes, the Group is organized on a vertically integrated basis into divisions: bauxite, alumina, primary aluminium and processed aluminium. For the purpose of resource allocation and assessment of segment performance the divisions are the basis on which the Group reports its segment information to the chief operating decision maker. The bauxite segment is located in Sierra Leone. The alumina segment located in Tulcea, Romania, uses bauxite to produce alumina, which is the main raw material for aluminium smelting. The Primary aluminium division manufactures primary aluminium products like wire rod, slabs, billets and ingots and the Processed aluminium segment develops and sells flat rolled products, such as sheets, plates and coils, and extruded products. Both the Primary and Processed aluminium divisions are located in Slatina, Romania. No operating segments have been aggregated to form the above reportable operating segments.
Segment revenues and expenses are directly attributable to the segments; joint expenses are allocated to the business segments on a reasonable basis. The income, expenses and result per segments include the transfers between business segments.
In order to have a better visibility on the operational and financial performance of the Group segments, to be able to benefit from its synergies as an integrated group, the Management now monitors the segment results whereby the inter-segment transactions are reported at their cost. For the purpose of this note, the inter-segment transfers of the bauxite and alumina segments, represented by deliveries of raw material, and also the transfers of the aluminium segments, consisting of slabs transfered by Alro to its own processing division and billets transferred to the Vimetco Extrusion extruding plant, are reflected at their complete cost, regardless of the fact whether they are within the same entity or not.
The management monitors interest income and expense on a net basis.
Alro Group revenues and results for the six months ended 30 June 2019 and 2018 by segment, were as follows:
| Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Inter segment operations |
Total | |
|---|---|---|---|---|---|---|---|
| Six months ended 30 June 2019 | |||||||
| Sales to external customers | 40,788 | 89,943 | 621,118 | 751,123 | 3,246 | - | 1,506,218 |
| Inter-segment sales | 109,331 | 283,401 | 568,889 | 779 | 14,089 | -976,489 | - |
| Total sales | 150,119 | 373,344 | 1,190,007 | 751,902 | 17,335 | -976,489 | 1,506,218 |
| Segment results (gross profit) | 31,453 | 43,043 | 39,089 | 56,343 | 3,090 | -9,319 | 163,699 |
| Other operating income & expenses, net | -22,431 | -14,335 | -42,020 | -32,441 | 114,570 | -684 | 2,659 |
| Operating result (EBIT) | 9,022 | 28,708 | -2,931 | 23,902 | 117,660 | -10,003 | 166,358 |
| Total depreciation, amortisation and impairment |
10,299 | 10,268 | 32,763 | 15,850 | - | -419 | 68,761 |
| EBITDA | 19,321 | 38,976 | 29,832 | 39,752 | 117,660 | -10,422 | 235,119 |
| Interest and other finance costs, net | -47,167 | ||||||
| Net foreign exchange gains / (losses) | -14,390 | ||||||
| Result before income taxes | 104,801 | ||||||
| Six months ended 30 June 2018 | |||||||
| Sales to external customers | 39,367 | 111,799 | 661,037 | 748,366 | 3,041 | - | 1,563,610 |
| Inter-segment sales | 112,262 | 267,220 | 499,976 | - | 14,335 | -893,793 | - |
| Total sales | 151,629 | 379,019 | 1,161,013 | 748,366 | 17,376 | -893,793 | 1,563,610 |
| Segment results (gross profit) | 36,899 | 29,723 | 149,954 | 144,600 | 1,548 | -6,454 | 356,270 |
| Other operating income & expenses, net | -21,373 | -13,779 | -65,336 | -46,745 | 2,109 | - | -145,124 |
| Operating result (EBIT) | 15,526 | 15,944 | 84,618 | 97,855 | 3,657 | -6,454 | 211,146 |
| Total depreciation, amortisation and impairment |
9,722 | 8,289 | 32,132 | 13,969 | - | -47 | 64,065 |
| EBITDA | 25,248 | 24,233 | 116,750 | 111,824 | 3,657 | -6,501 | 275,211 |
| Interest and other finance costs, net | -11,676 | ||||||
| Net foreign exchange gains / (losses) | -8,722 | ||||||
| Result before income taxes | 190,748 |
Other operations include services to related entities and external customers, and, for H1 2019, sale of CO2 emission certificates. In the first semester of the year 2019, the aluminium segments were affected by higher costs of raw materials and utilities used in production, which were in line with market trends. The Primary aluminium segment incurred losses as its costs were slightly higher than the aluminium prices that declined by almost 400 USD/t during the reporting period. For the alumina segment, the sales to 3rd parties decreased in 2019 as the specific industry markets were not so favourable as in 2018 when the Group benefited from increasing prices of alumina; however, as the inter-segment transactions are reflected at cost, not at contractual prices, (i.e. the purchases of bauxite), the profit of the alumina segment is higher reflecting upstream improvements in cost eficiency. Other operating income and expenses in 2019 include revenues from the sale of emission rights certificates in Alum (RON 62,294 thousand) and Alro (RON 45,404 thousand), which the Group had at its disposition to sell when the specific market would become favourable. The two companies benefitted from emission rights certificates for their lower emission of carbon dioxide following investments made by the group in energy efficiency
Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories, property, plant and equipment and intangible assets, net of allowances for impairment. While most of such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist principally of trade payables, wages and taxes payable and accrued liabilities. Segment assets and liabilities do not include deferred income taxes, borrowings, financial liabilities
Bauxite Alumina Primary aluminium
Total assets 172,778 613,112 971,673 683,470 1,034,060 -671,118 2,803,975 Total liabilities 297,476 237,435 215,069 159,435 1,296,234 -322,491 1,883,158
Total assets 158,466 540,823 1,146,583 687,906 1,220,738 -815,072 2,939,444 Total liabilities 299,867 233,352 178,735 172,808 1,477,558 -595,700 1,766,620
Staff costs -61,392 -75,567 Third party services -31,725 -28,853 Consulting and audit -13,313 -12,112 Consumables -5,242 -7,501 Taxes other than income taxes -4,727 -4,460 Depreciation and amortisation -4,188 -4,034 Insurance -4,400 -3,769 Marketing and public relations -2,440 -2,558 Travelling -2,568 -2,778 Research and development costs -3,803 - Other -3,532 -3,642 Change in allowance for doubtful debts -48 -967 Total -137,378 -146,241
Total assets representing Others include mainly investments in subsidiaries, administrative buildings, deferred tax asset and
Processed aluminium
Others Inter-
Six months ended 30 June 2019
segment balances Total
Six months ended 30 June 2018
Segment assets and liabilities at 30 June 2019 and 31 December 2018, respectively, were as follows:
Total liabilities representing Others include mainly borrowings, provisions and dividends.
Inter-segment operations and Others include intercompany eliminations and non-allocatable items.
during the years.
Alro Group
30 June 2019
31 December 2018
derivative financial instruments.
7. General, administrative and selling expenses
and other un-allocatable items.
In the first semester of the year 2019, the aluminium segments were affected by higher costs of raw materials and utilities used in production, which were in line with market trends. The Primary aluminium segment incurred losses as its costs were slightly higher than the aluminium prices that declined by almost 400 USD/t during the reporting period. For the alumina segment, the sales to 3rd parties decreased in 2019 as the specific industry markets were not so favourable as in 2018 when the Group benefited from increasing prices of alumina; however, as the inter-segment transactions are reflected at cost, not at contractual prices, (i.e. the purchases of bauxite), the profit of the alumina segment is higher reflecting upstream improvements in cost eficiency. Other operating income and expenses in 2019 include revenues from the sale of emission rights certificates in Alum (RON 62,294 thousand) and Alro (RON 45,404 thousand), which the Group had at its disposition to sell when the specific market would become favourable. The two companies benefitted from emission rights certificates for their lower emission of carbon dioxide following investments made by the group in energy efficiency during the years.
Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories, property, plant and equipment and intangible assets, net of allowances for impairment. While most of such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist principally of trade payables, wages and taxes payable and accrued liabilities. Segment assets and liabilities do not include deferred income taxes, borrowings, financial liabilities and other un-allocatable items.
Segment assets and liabilities at 30 June 2019 and 31 December 2018, respectively, were as follows:
| Alro Group | Bauxite | Alumina | Primary aluminium |
Processed aluminium |
Others | Inter segment balances |
Total |
|---|---|---|---|---|---|---|---|
| 30 June 2019 | |||||||
| Total assets | 172,778 | 613,112 | 971,673 | 683,470 | 1,034,060 | -671,118 | 2,803,975 |
| Total liabilities | 297,476 | 237,435 | 215,069 | 159,435 | 1,296,234 | -322,491 | 1,883,158 |
| 31 December 2018 | |||||||
| Total assets | 158,466 | 540,823 | 1,146,583 | 687,906 | 1,220,738 | -815,072 | 2,939,444 |
| Total liabilities | 299,867 | 233,352 | 178,735 | 172,808 | 1,477,558 | -595,700 | 1,766,620 |
Total assets representing Others include mainly investments in subsidiaries, administrative buildings, deferred tax asset and derivative financial instruments.
Total liabilities representing Others include mainly borrowings, provisions and dividends.
Inter-segment operations and Others include intercompany eliminations and non-allocatable items.
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Staff costs | -61,392 | -75,567 |
| Third party services | -31,725 | -28,853 |
| Consulting and audit | -13,313 | -12,112 |
| Consumables | -5,242 | -7,501 |
| Taxes other than income taxes | -4,727 | -4,460 |
| Depreciation and amortisation | -4,188 | -4,034 |
| Insurance | -4,400 | -3,769 |
| Marketing and public relations | -2,440 | -2,558 |
| Travelling | -2,568 | -2,778 |
| Research and development costs | -3,803 | - |
| Other | -3,532 | -3,642 |
| Change in allowance for doubtful debts | -48 | -967 |
| Total | -137,378 | -146,241 |
In H1 2018, the category "Staff costs" included an amount of RON 12,538 thousand representing a provision in line with the Collective Labour Contract and with GSM decisions regarding the Management remuneration. No such provision was made in H1 2019 (see also note 8 Other income).
In the first semester of 2019, the Parent Company recognized research and development costs of RON 3,803 thousand (2018: 0) related to the installation in January 2019 of the equipments under the EU funded project for the research infrastructure for the aluminium alloy heat treated plates with high qualification industrial applications. The target of this project is to establish new technologies to obtain plates for industrial application, while expanding the products portfolio with new products.
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Other operating income | ||
| Rental income | 886 | 758 |
| Income from sale of emission certificates | 107,698 | - |
| Income from unused provision reversals | 15,228 | - |
| Income from claims and penalties | 5,031 | 1,096 |
| Reversal of impairment of property, plant and equipment | 4,790 | 1,262 |
| Other income | 11,034 | 1,924 |
| Total other operating income | 144,667 | 5,040 |
In H1 2019, the Group sold CO2 emission certificates of RON 107,698 thousand and included them under Income from sale of emission certificates (nil in H1 2018), benefiting from the increase in the price of CO2 emission certificates. The Group was in the position to have a surplus of emission certificates as it made numerous efforts to invest in energy efficiency in the latest years.
During the six months ended 30 June 2019, the Group analyzed the preliminary results for the period and decided to adjust the amounts that would be paid as remuneration to its employees and management out of the provisions booked at 31 December 2018, thus reversing the amount of RON 15,228 thousand, included above under Income from unused provision reversals. Apart from this, from the short-term provision existing at 31 December 2018 of RON 31,233 thousand the amount of RON 10,532 thousand was utilized against staff costs in H1 2019 (in H1 2018: RON 8,922 thousand).
An amount of RON 2,004 thousand is included in the category Income from claims and penalties in H1 2019 (H1 2018: nil), representing an insurance indemnity received for a piece of equipment which was damaged during a fire incident that took place in 2018 at the Processing mill premises. Another amount of RON 2,765 thousand (H1 2018: nil) included in the same category represent income from penalties received from one of the suppliers that failed to perform its contractual obligations related to energy supply in 2017.
In H1 2019 an amount of RON 6,540 thousand (H1 2018: nil) is included in Other income, representing an adjustment of the alumina stock following the capital repairs that were made to the one of the alumina silos in the Primary aluminium division.
In addition, in H1 2019 the category Other income includes an amount of RON 1,928 thousand (in H1 2018: RON 796 thousand) representing government grants from EU funds received in the period 2013 - 2019 for the investment in equipment intended for the production activity, well as for purchasing of equipments for research and development activities within the Group. The grants are recognized as income linearly during the useful life of the equipments for which they were received.
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Interest expense | -38,630 | -21,210 |
| Total | -38,630 | -21,210 |
Interest expense increased in H1 2019 compared to the same period of the previous year, mainly as a result of additional loans taken by
Alro in January 2019 in the form of supplements to existing loans (with a new non-revolving facility of USD 20,000 thousand and a USD 50,000 thousand CAPEX facility), of Alum's drawdown of the remaining USD 10,000 thousand from its loan contracted in May 2018, and also due to the increase in the LIBOR and ROBOR benchmark interest rates. For further details, see also Note 19 Borrowings and lease liabilities.
Interest expense includes the amount of RON 6,279 thousand (in H1 2018: RON 4,249 thousand) representing transaction costs on loans, which are recognized during the period as interest expense based on the effective interest rate method. The cash effectively paid as transaction costs in 2019 for loans contracted in January 2019 and other loans taken was of RON 8,383 thousand and it is included in the Statement of cash flow under Interest paid (in H1 2018: RON 3,300 thousand).
10. Income tax
At 30 June 2019, the Group had a net deferred income tax asset of RON 48,848 thousand (at 31 December 2018: RON 50,354 thousand), of which RON 41,930 thousand is for fiscal losses carried forward (at 31 December 2018: RON 42,963 thousand), as the management believes there will be sufficient taxable profits in future against which these fiscal losses carried forward could be used.
Income tax expense is recognized based on management's best estimate of the annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period. During the 6 months ended 30 June 2019, as a consequence of the amendments of the Romanian Fiscal Code applicable starting 1 January 2018 related to the exceeding borrowing costs, the amount of RON 42,306 thousand representing interest expenses and items related to interest was treated as being non-deductible for tax purposes, and resulted in an increase of the income tax by RON 6,769 thousand (H1 2018: RON 3,474 thousand). The above mentioned amendments to the Romanian Fiscal Code transpose the EU legislation i.e. the Directive no. 2016/1164, issued in 2016. The recommendation was for the directive to be transposed by member states by 31 December 2018 with applicability starting 1 January 2019. According to the Directive, the exceeding borrowing costs are those costs that are interest, expenses for obtaining finance, but also expenses for leasing finance, capitalized interest and foreign exchange losses. According to the provisions of the directive, these costs, when incurred by the companies above a threshold of 3,000,000 EUR per annum are deductible only up to the level of 30% of their EBITDA. Romania implemented the above mentioned EU directive starting 1 January 2018, and the thresholds of exceeding borrowing costs, regardless of the size of the companies, were 200,000 EUR and 10% of EBITDA in 2018 and 1,000,000 EUR and 30% of EBITDA starting 1 January 2019. The Group companies in Romania incur borrowing costs related to loans obtained from banks for capital expenditure and development purposes.
The main components of the income tax expense in the consolidated interim statement of profit or loss and comprehensive income are:
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Income tax | ||
| Current income tax | -22,874 | -6,077 |
| Deferred income tax | -2,219 | -30,520 |
| Income tax expense | -25,093 | -36,597 |
| Income tax recognised in other comprehensive income | - | - |
| Total income tax | -25,093 | -36,597 |
Current income tax was higher in H1 2019 compared to H1 2018 due to the fact that in H1 2018 fiscal losses were used to offset the current income tax payable.
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Net result attributable to the owners of the Entity | 79,234 | 153,974 |
| Weighted average number of ordinary shares | 713,779,135 | 713,779,135 |
| Basic and diluted earnings per share (RON/share) | 0.111 | 0.216 |
Basic and diluted per share data are the same as there are no dilutive securities.
The General Shareholders' Meeting dated 25 April 2019 approved the distribution of dividends declared for the year 2018 amounting to RON 326,600 thousand, which resulted into a gross dividend payable of 0.45756 RON/share.
During the reporting period the Group paid dividends of RON 237,324 thousand (H1 2018: RON 329,172 thousand).
During the reporting period, no interim dividends were declared by the Group related to the 6 months ended 30 June 2019.
At 30 June 2019, the book value of Property, plant and equipment of the Group is RON 1,175, 909 thousand (at 31 December 2018: RON 1,190,373 thousand). In H1 2019, the Group purchased property, plant and equipment of RON 59,505 thousand (in H1 2018: RON 177,343 thousand).
The Group invested in projects aimed at reducing the energy consumption in the smelter area by implementing a new and advanced technology for pot relining. Other capital expenditure was made on the purpose to improve the cast products quality by purchasing and installing two slab homogenizing furnaces and a cooling chamber in the Cast house. The investments in the processed aluminium division continued with the revamping of the Cold Rolling Mill no. 2, well as implementing an advanced production planning system and a flat rolled products marking and traceability system and the modernization of the grinding machine.
At the same time, the Group allocated resources for the replacement of the existing equipment in order to sustain the level of the budgeted production by performing overhauls of the electrolysis pots at Alro, as well as the investments to maintain and improve the equipment parameters at Alum. Simultaneously with the investment activity within the technological processes, the Group performed various refurbishing works and purchased equipment necessary to support the mining activity in Sierra Leone.
During the 6-month period of the year 2019, the equipments purchased in 2018 within the investment projects for research infrastructure concerning high qualification industrial applications in Alro, as well as the for the research of aluminium hydroxide (wet and dry) manufacturing technologies in Alum, have been placed into operation, these projects being co-funded through the European Fund for Regional Development by the Competitiveness Operational Programme 2014 - 2020 (2018: 0). In H1 2019 the Group received back RON 4,895 thousand from the above mentioned projects (in H1 2018: RON 3,313 thousand).
Depreciation expense of PPE was of RON 72,382 thousand in H1 2019, while in H1 2018 it was RON 64,268 thousand. The increase of the depreciation expense in H1 2019 was due to the new projects placed into operation in 2018 and 2019.
In H1 2019, the Group reversed impairment expenses of RON 4,790 thousand, mostly booked in the past for buildings that were rehabilitated and transferred again to production (in H1 2018 the impairment adjustments reversed were of RON 1,262 thousand).
As a result of adopting IFRS 16, at 1 January 2019 the Group reclassified Property, plant and equipment with a net book value of RON 7,246 thousand to Other non-current assets. The transfer is related to machines and vehicles under financial lease previously recognized in the Property, plant and equipment, per requirements of IAS 17. See also Note 3 and Note 13.
The borrowing costs capitalized in the property, plant and equipment during the 6 months ended 30 June 2019 were of RON 839 thousand at an average interest rate of 6.73% p.a. (during the 6 months ended 30 June 2018: RON 2,851 thousand at an average interest rate of 5.69 % p.a.).
At 30 June 2019, the net book value of property, plant and equipment pledged for securing the Group's borrowings amounts to RON 930,434 thousand (31 December 2018: RON 745,126 thousand).
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Collateral deposits | 45,200 | 45,200 |
| Amounts paid in advance | 10,892 | 7,434 |
| Right-of-use assets | 13,690 | - |
| Total | 69,782 | 52,634 |
Collateral deposits represent cash placed with a bank until November 2020 as a pledge for a revolving loan and a non-cash facility contracted by the Parent Company (refer to Note 18 Cash and cash equivalents as well).
At 31 June 2019, the category Amounts paid in advance represents payments for compliance with the regulations in force regarding the renewable energy supported by green certificates, which the Group estimates to utilize in more than one year from the reporting date. Starting 1 January 2019 the Group has applied IFRS 16 Leases and recognized as non-current assets under Rights-of-use assets the right to use the underlying asset during the lease term amounting to RON 14,669 thousand. The Group has leasing contracts mainly for equipments and vehicles with terms of up to 5 years. The carrying value of the right of use assets at 30 June 2019 was RON 13,690
Set out below, is an overview of financial assets and financial liabilities held by the Group as at 30 June 2019 and 31 December 2018.
Cash and bank balances 434,237 211,979 Receivables 163,422 178,750
Designated as at FVTPL 1,765 - Total financial assets 599,424 390,729
Fair value through profit or loss (FVTPL) - -
Trade and other payables 419,911 636,534 Non-current bank and other loans 1,112,108 874,331 Current bank and other loans 193,119 76,063 Total financial liabilities 1,725,138 1,586,928
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices (such as listed redeemable notes, bills of exchange, debentures and perpetual
• The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 fair value measurements are those derived from valuation techniques containing inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• The fair value of derivative instruments is calculated using quoted prices. Where such prices are not available, the fair value of financial instruments is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based
There were no reclassifications between the categories of financial assets during the 6 months 2019 and 2018.
The fair values of financial assets and financial liabilities are determined as follows:
grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
30 June 2019 31 December 2018
30 June 2019 31 December 2018
thousand. For further details see also Note 3.
14. Financial instruments
Categories of financial instruments
Fair value through profit or loss (FVTPL)
Fair value of financial instruments
and dealer quotes for similar instruments.
on market conditions existing at each reporting date.
Financial assets At amortised cost
Financial liabilities
Amortised cost:
notes).
At 31 June 2019, the category Amounts paid in advance represents payments for compliance with the regulations in force regarding the renewable energy supported by green certificates, which the Group estimates to utilize in more than one year from the reporting date. Starting 1 January 2019 the Group has applied IFRS 16 Leases and recognized as non-current assets under Rights-of-use assets the right to use the underlying asset during the lease term amounting to RON 14,669 thousand. The Group has leasing contracts mainly for equipments and vehicles with terms of up to 5 years. The carrying value of the right of use assets at 30 June 2019 was RON 13,690 thousand. For further details see also Note 3.
Set out below, is an overview of financial assets and financial liabilities held by the Group as at 30 June 2019 and 31 December 2018.
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Financial assets | ||
| At amortised cost | ||
| Cash and bank balances | 434,237 | 211,979 |
| Receivables | 163,422 | 178,750 |
| Fair value through profit or loss (FVTPL) | ||
| Designated as at FVTPL | 1,765 | - |
| Total financial assets | 599,424 | 390,729 |
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Financial liabilities | ||
| Fair value through profit or loss (FVTPL) | - | - |
| Amortised cost: | ||
| Trade and other payables | 419,911 | 636,534 |
| Non-current bank and other loans | 1,112,108 | 874,331 |
| Current bank and other loans | 193,119 | 76,063 |
| Total financial liabilities | 1,725,138 | 1,586,928 |
There were no reclassifications between the categories of financial assets during the 6 months 2019 and 2018.
The fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices (such as listed redeemable notes, bills of exchange, debentures and perpetual notes).
• The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.
• The fair value of derivative instruments is calculated using quoted prices. Where such prices are not available, the fair value of financial instruments is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 fair value measurements are those derived from valuation techniques containing inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group does not have level 3 financial instruments.
There were no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments.
The Management consider that the fair values of financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their carrying amounts largely due to the short term maturities, low transaction costs of these instruments as of financial position date, and for the long-term borrowings due to the fact that thery were recently contracted.
The fair value of the following financial assets and liabilities approximate their carrying amount:
| 30 June 2019 | Assets | Liabilities |
|---|---|---|
| Foreign exchange options | 996 | - |
| Total | 996 | - |
| Thereof: | ||
| Non-current | - | - |
| Current | 996 | - |
| 31 December 2018 | ||
| Commodity options | - | - |
| Total | - | - |
| Thereof: | ||
| Non-current | - | - |
| Current | - | - |
In February 2019, seeking to mitigate the foreign exchange rate risk swings, the Group entered into several transactions, namely European and Asian zero cost option collars for a notional of USD 150 million with financial institutions. Through these contracts, the Group secured a minimum conversion rate into RON for its aluminium sales denominated in USD. The options have monthly settlements during March - December 2019.
In H1 2019, a loss of RON 286 thousand is included in Gains / (losses) from derivative financial instruments, net (in H1 2018: nil) resulting from the options exercised by the counterparties in April and May 2019 when the RON/USD conversion rate was above the maximum rate set in the contracts.
As at 30 June 2019 the fair value of the foreign exchange options was a positive amount of RON 996 thousand (31 December 2018: nil).
The unrealized net gain resulting from the mark-to-market of these options at 30 June 2019 amounting to RON 996 thousand is included in the category Gains (losses) from derivative financial instruments, net in the Consolidated statement of profit or loss (in 2018: nil).
The fair value of the options was determined by using an evaluation model developed by an international, reputed company that is specialized in financial information. The respective model is Black-Scholes type and uses market data to retrieve the value of the option at the required date, for the specified contractual dates. The contracted options generally have identical characteristics, the only variable part being the contracted currency amount and the exercise date. The inputs for the valuation model include, besides the contracted currency amount, the strike price, the exercise date and the valuation date, also observable elements such as the forward curve of the EUR / RON and EUR / USD currency pair, implied volatilities, interest rate. The valuation model is highly sensitive to the foreign exchange quotes mentioned above.
In 2018, on the purpose of protecting its revenues against the volatility of aluminium price, the Group had contracts with financial institutions consisting of 100% collar of Asian options by taking long positions on put options and short positions on call options for a quantity of 92,000 tonnes aluminium, for which a minimum price of 2,200 USD/tonne to 2,400 USD/tonne was secured, with exercising dates during January-December 2018.
In the first 6 months of the year 2018, options for an approximate quantity of 15,800 tonnes were exercised due to the fact that the LME quotations were below the minimum price of 2,200 USD/tonne. The net gain of RON 1,696 thousand resulting from the options exercised in H1 2018, net of their cost as well as the cost of the options not exercised when the LME quotations were within the collar interval, is included in the category Gains (losses) from derivative financial instruments, net in the Consolidated statement of profit or loss.
The unrealized net gain resulting from the mark-to-market of these options at 30 June 2018 amounting to RON 14,996 thousand is included in the category Gains (losses) from derivative financial instruments, net in the Consolidated statement of profit or loss.
There were no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments.
The Group does not have level 3 derivative financial instruments.
In 2019 there were no significant changes in the business or economic circumstances that affect the fair value of the Group's financial assets and financial liabilities, except for the normal volatility of aluminium prices on international markets, and of foreign exchange rates.
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Raw and auxiliary materials | 365,656 | 368,452 |
| Work in progress | 258,454 | 224,405 |
| Finished goods | 241,631 | 270,320 |
| Less: allowance for obsolescence | -43,674 | -28,148 |
| Total | 822,067 | 835,029 |
The value of inventories pledged for securing the Group's borrowings amounts to RON 799,355 thousand (31 December 2018: RON 779,508 thousand).
The movement in adjustments for the impairment of inventories is the following:
| Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|
| Balance at beginning of the year | -28,148 | -15,180 |
| (Charge) to cost of goods sold | -16,237 | -5,598 |
| Reversal to cost of goods sold | 930 | - |
| Translation adjustments | -219 | -286 |
| Balance at end of the period | -43,674 | -21,064 |
At 31 December 2018, the category Other current assets included an amount of RON 326,600 thousand, representing interim dividends declared as per applicable regulations (the Order of the Minister of Public Finances no. 3067/2018 on completing certain accounting regulations), for the 9 months ended 30 September 2018, distributed by the Parent Company from the net accounting profit of the period, and from retained earnings carried forward from previous years. In April 2019, after approval by the General Shareholders' Meeting of the annual financial statements for 2018, the interim dividends were declared as final annual dividends and were debited to the Parent Company's equity. Please see also Note 20.
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Cash at banks in RON | 15,165 | 67,202 |
| Cash at banks in other currencies | 409,341 | 136,368 |
| Petty cash and cash equivalents | 152 | 39 |
| Total | 424,658 | 203,609 |
The cash at banks in other currencies is mainly formed by placements in USD and EUR made so as to match the timing and currencies of liquidity needs. The increase at 30 June 2019 compared to 31 December 2018 is mainly due to the sale of emission rights performed in June 2019 when market conditions were favourable.
A part of the Group's bank accounts (RON 414,414 thousand as at 30 June 2019 and RON 137,289 thousand as of 31 December 2018) are pledged to guarantee the borrowings from banks.
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Restricted cash | 9,579 | 8,370 |
| Total | 9,579 | 8,370 |
At 30 June 2019, in addition to the above figures the Group has the amount of RON 45,200 thousand representing cash placed with a bank until December 2020 as a pledge for a revolving loan and a non-cash facility contracted by the Group. The amounts are included in Other non-current assets on the Statement of Financial Position due to the maturity of the deposits, which is longer than 1 year (Please see Note 13).
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Long-term borrowings | ||
| Long-term bank loans | 1,293,153 | 944,344 |
| Less: Short-term portion of long-term bank loans | -188,380 | -73,563 |
| Bank loans, non-current | 1,104,773 | 870,781 |
| Lease liabilities | 7,335 | 3,550 |
| Total long-term borrowings and lease liabilities | 1,112,108 | 874,331 |
| Short-term borrowings | ||
| Short-term portion of long-term bank loans | 188,380 | 73,563 |
| Short-term bank loans, total | 188,380 | 73,563 |
| Lease liabilities | 4,739 | 2,500 |
| Total short-term borrowings and lease liabilities | 193,119 | 76,063 |
| Total borrowings and lease liabilities | 1,305,227 | 950,394 |
The bank borrowings of the Group have maturities until 2024. The related interest rates ranged between 2.80% for EUR and 19% for
In June 2019 the Group subsidiary Vimetco Extrusion obtained an overdraft facility for working capital in amount of EUR 9,000
In May 2019 the Group subsidiary in Sierra Leone renewed its overdraft limit of USD 230 thousand (SLL 2,000,000 thousand) for
In January 2019, the Parent Company signed an amendment to one of its existing loans of USD 167,000 thousand, by which, among
In January 2019, Alum drew down the remaining part of USD 10,000 thousand from the credit facilities that it had received in May 2018
At 30 June 2019, the Group had the amount of RON 1,035 thousand undrawn from the borrowing facilities contracted with the banks (at
At 30 June 2019, the Group had the amount of RON 55,695 thousand unutilized and available from the non-cash facilities for letters of
The Group borrowings are secured with accounts receivable amounting to RON 43,801 thousand (at 31 December 2018: RON 51,807 thousand), with current accounts opened with the lending banks, with collateral deposits of RON 45,200 thousand (at 31 December 2018: RON 45,200 thousand), with property, plant and equipment (land, buildings, equipment) with a net book value of RON 930,434
Following the adoption of IFRS 16 at 1 January 2019, the Group recognized additional lease liabilities of RON 7,360 thousand for the
At 31 December 2018, the category Other current liabilities included an amount of RON 326,600 thousand, representing interim dividends declared as per applicable regulations (the Order of the Minister of Public Finances no. 3067/2018 on completing certain accounting regulations), for the 9 months ended 30 September 2018, distributed by the Parent Company from the net accounting profit of the period, and from retained earnings carried forward from previous years. In April 2019, after approval by the General Shareholders' Meeting of the annual financial statements for 2018, the interim dividends were declared as final annual dividends. At 30 June 2019, the
The Group enters, under normal terms of business, into certain transactions with its major shareholder, companies under common control, directors and management. The transactions between the related parties are based on mutual agreements, are not secured,
thousand (2018: RON 745,126 thousand) and with inventories of RON 799,355 thousand (2018: RON 779,508 thousand).
According to the existing borrowing agreements the Group is subject to certain restrictive covenants. These covenants require the Group, among other things, to refrain from paying dividends to its shareholders unless certain conditions are met, and to maintain a minimum or maximum level for certain financial ratios, including: debt service coverage ratio, net debt to EBITDA, net debt to equity,
current ratio, net financial debt to shareholders equity, solvency ratio, interest cover ratio, total net leverage ratio.
SLL (Sierra Leone Leones) in H1 2019 (in H1 2018: between 2.80% for EUR and 19% for SLL).
thousand, from a commercial bank. The facility has the maturity in June 2021.
credit and letters of guarantee (at 31 December 2018: RON 10,574 thousand).
At 30 June 2019, the Group was compliant with all the financial loan covenants.
dividends payable amounted to RON 94,465 thousand. (see also Note 17).
and the management considers such transactions to be on an arm's length basis.
Company in 2018 and 2019, with the maturity in December 2024.
31 December 2018: RON 43,966 thousand).
Group (refer to note 3 as well).
20. Other current liabilities
21. Related party transactions
another one year.
December 2019;
from two banks.
others:
The bank borrowings of the Group have maturities until 2024. The related interest rates ranged between 2.80% for EUR and 19% for SLL (Sierra Leone Leones) in H1 2019 (in H1 2018: between 2.80% for EUR and 19% for SLL).
In June 2019 the Group subsidiary Vimetco Extrusion obtained an overdraft facility for working capital in amount of EUR 9,000 thousand, from a commercial bank. The facility has the maturity in June 2021.
In May 2019 the Group subsidiary in Sierra Leone renewed its overdraft limit of USD 230 thousand (SLL 2,000,000 thousand) for another one year.
In January 2019, the Parent Company signed an amendment to one of its existing loans of USD 167,000 thousand, by which, among others:
the facility was supplemented with a non-revolving facility of up to USD 20,000 thousand for working capital, with the maturity in December 2019;
the facility was supplemented with a facility of up to USD 50,000 thousand for financing and refinancing the capital expenditure of the Company in 2018 and 2019, with the maturity in December 2024.
In January 2019, Alum drew down the remaining part of USD 10,000 thousand from the credit facilities that it had received in May 2018 from two banks.
At 30 June 2019, the Group had the amount of RON 1,035 thousand undrawn from the borrowing facilities contracted with the banks (at 31 December 2018: RON 43,966 thousand).
At 30 June 2019, the Group had the amount of RON 55,695 thousand unutilized and available from the non-cash facilities for letters of credit and letters of guarantee (at 31 December 2018: RON 10,574 thousand).
According to the existing borrowing agreements the Group is subject to certain restrictive covenants. These covenants require the Group, among other things, to refrain from paying dividends to its shareholders unless certain conditions are met, and to maintain a minimum or maximum level for certain financial ratios, including: debt service coverage ratio, net debt to EBITDA, net debt to equity, current ratio, net financial debt to shareholders equity, solvency ratio, interest cover ratio, total net leverage ratio.
At 30 June 2019, the Group was compliant with all the financial loan covenants.
The Group borrowings are secured with accounts receivable amounting to RON 43,801 thousand (at 31 December 2018: RON 51,807 thousand), with current accounts opened with the lending banks, with collateral deposits of RON 45,200 thousand (at 31 December 2018: RON 45,200 thousand), with property, plant and equipment (land, buildings, equipment) with a net book value of RON 930,434 thousand (2018: RON 745,126 thousand) and with inventories of RON 799,355 thousand (2018: RON 779,508 thousand).
Following the adoption of IFRS 16 at 1 January 2019, the Group recognized additional lease liabilities of RON 7,360 thousand for the Group (refer to note 3 as well).
At 31 December 2018, the category Other current liabilities included an amount of RON 326,600 thousand, representing interim dividends declared as per applicable regulations (the Order of the Minister of Public Finances no. 3067/2018 on completing certain accounting regulations), for the 9 months ended 30 September 2018, distributed by the Parent Company from the net accounting profit of the period, and from retained earnings carried forward from previous years. In April 2019, after approval by the General Shareholders' Meeting of the annual financial statements for 2018, the interim dividends were declared as final annual dividends. At 30 June 2019, the dividends payable amounted to RON 94,465 thousand. (see also Note 17).
The Group enters, under normal terms of business, into certain transactions with its major shareholder, companies under common control, directors and management. The transactions between the related parties are based on mutual agreements, are not secured, and the management considers such transactions to be on an arm's length basis.
The main related parties of the Group and of the Company are:
| Major shareholder |
|---|
| Subsidiary |
| Subsidiary |
| Subsidiary |
| Subsidiary |
| Subsidiary |
| Subsidiary |
| Common control |
| Common control |
| Common control |
| Common control |
| Common control |
| Common control |
| Common control |
| Common control |
| Common control |
The main related party transactions are described below. Group transactions are eliminated on consolidation.
| Sales of goods and services | Six months ended | Six months ended |
|---|---|---|
| 30 June 2019 | 30 June 2018 | |
| Companies under common control | 664 | 653 |
| Total goods and services provided to related parties | 664 | 653 |
| Companies under common control | -136,620 | -120,632 |
|---|---|---|
| Total goods and services purchased from related parties | -136,620 | -120,632 |
The purchases from related parties include acquisitions of gas for the production process by the Group companies from their related party Conef Gaz (RON 107,322 thousand in H1 2019 and RON 95,155 thousand in H1 2018).
| Vimetco N.V. | - | 1,776 |
|---|---|---|
| Total interest income from related parties | - | 1,776 |
Furthermore, the following balances were outstanding at 30 June 2019 and 31 December 2018:
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Companies under common control | 4,641 | 3,465 |
| Allowance for doubtful receivables | -372 | -372 |
| Total trade and other accounts receivable from related parties | 4,269 | 3,093 |
Trade and other accounts payable:
December 2018: RON 176,982 thousand).
Key management personnel transactions
control or significant influence over these companies.
Management compensation
their close family members l
22 Commitments and contingencies
30 June 2019 31 December 2018
30 June 2019 31 December 2018
65 36
Companies under common control 5,185 3,365 Total trade and other accounts payable to related parties 5,185 3,365
During the 6 months ended 30 June 2019, the Parent Company paid dividends declared for 2018 to the major shareholder Vimetco N.V. in amount of RON 89,739 thousand (during the 6 months ended 30 June 2018 RON 285,642 thousand were paid in respect of dividends declared for 2017). The outstanding balance of dividends payable to Vimetco N.V. as of 30 June 2019 is RON 87,243 thousand (at 31
The total compensation of the Group's key management personnel included in General, administrative and selling expenses in the Statement of Profit or Loss and other Comprehensive Income amounts to RON 4,690 thousand (during the 6 months of the year 2018: RON 6,062 thousand), while the expense for determined contribution plan (social contributions) during the 6 months of the year 2019
A number of key management personnel, or their close family members, hold positions in other companies that result in them having
Total 65 36
As at 30 June 2019, the Group's commitments pertaining to the investments amounted to RON 30,429 thousand (31 December 2018:
As at 30 June 2019, the Group had contracts for purchases of raw materials, other consumables and utilities in amount of RON 727,747
A number of these companies transacted with the Group during the 6 months ended 30 June 2019. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar
was RON 1,036 thousand (during the 6 months of the year 2018: RON 1,400 thousand).
transactions with non-key management personnel related companies on an arm's length basis.
The transactions concluded between the Group and the related parties were as follows:
Goods and services purchased from entities controlled by key management personnel or
Commitments
Investment commitments
RON 57,340 thousand).
Raw material purchase contracts
thousand (31 December 2018: RON 1,256,016 thousand).
Dividends
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Companies under common control | 5,185 | 3,365 |
| Total trade and other accounts payable to related parties | 5,185 | 3,365 |
During the 6 months ended 30 June 2019, the Parent Company paid dividends declared for 2018 to the major shareholder Vimetco N.V. in amount of RON 89,739 thousand (during the 6 months ended 30 June 2018 RON 285,642 thousand were paid in respect of dividends declared for 2017). The outstanding balance of dividends payable to Vimetco N.V. as of 30 June 2019 is RON 87,243 thousand (at 31 December 2018: RON 176,982 thousand).
The total compensation of the Group's key management personnel included in General, administrative and selling expenses in the Statement of Profit or Loss and other Comprehensive Income amounts to RON 4,690 thousand (during the 6 months of the year 2018: RON 6,062 thousand), while the expense for determined contribution plan (social contributions) during the 6 months of the year 2019 was RON 1,036 thousand (during the 6 months of the year 2018: RON 1,400 thousand).
A number of key management personnel, or their close family members, hold positions in other companies that result in them having control or significant influence over these companies.
A number of these companies transacted with the Group during the 6 months ended 30 June 2019. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions with non-key management personnel related companies on an arm's length basis.
| 30 June 2019 | 31 December 2018 |
|---|---|
| 65 | 36 |
| 65 | 36 |
As at 30 June 2019, the Group's commitments pertaining to the investments amounted to RON 30,429 thousand (31 December 2018: RON 57,340 thousand).
As at 30 June 2019, the Group had contracts for purchases of raw materials, other consumables and utilities in amount of RON 727,747 thousand (31 December 2018: RON 1,256,016 thousand).
As at 30 June 2019 the Group was subject to a number of lawsuits resulting from the normal course of the business. Management believes that these actions will not have a significant impact on the financial performance and financial position of the Group.
In May 2015, the Parent Company acknowledged a legal civil action at the Bucharest Court of Law, brought by Hidroelectrica S.A., regarding material claims by the electricity producer for alleged unrealized benefits from the bilateral contract with Alro S.A. In December 2015, the Primary Court rejected a significant part of the claims of Hidroelectrica as being time-barred, and consequently only remaining claims were under discussion, related to a short period from the contract of less than 2 months, which were subsequently dismissed in first instance by the Court in June 2016. In the appeal stage, the Bucharest Court of Appeal has also dismissed Hidroelectrica appeal action, and the Company reported this information to the investors and interested public. Hidroelectrica has filed a second appeal which was dismissed by the High Court of Cassation and Justice in 2019.
In 2016, the Parent Company also contested before the Court of Law a decision of the Competition Council that fined the Company by RON 21,239 thousand for an alleged vertical agreement on the energy market, which was firmly challenged by the Company, as well as several Romanian Energy Regulatory Authority ("ANRE") orders regarding the calculation of the green certificate quota for the Company's energy consumptions in 2015 and regarding the quota settlement methodology. The disputes are ongoing before the competent Courts of Law.
In August 2019, Alro paid to Vimetco NV the remaining part of the dividends declared for the year 2018 during the General Shareholders Meeting in April 2019, namely the amount of RON 87,243 thousand.
There were no other material subsequent events that could have a significant impact on these financial statements.
QUARTERLY CONSOLIDATED REPORT Q2/2019
Consolidated Financial Results for the Second Quarter of 2019 (Q2/2019) as Compared to the Second Quarter of 2018 (Q2/2018) (unaudited)
ALRO S.A. and its subsidiaries
in RON '000, except per share data
| Q2 2019 | Q2 2018 | Six months ended |
Six months ended |
|
|---|---|---|---|---|
| 738,779 | 814,368 Revenue from contracts with customers | 30 June 2019 1,506,218 |
30 June 2018 1,563,610 |
|
| -680,193 | -625,420 Cost of goods sold | -1,342,519 | -1,207,340 | |
| 58,586 | 188,948 Gross profit | 163,699 | 356,270 | |
| -73,788 | -79,900 General, administrative and selling expenses | -137,378 | -146,241 | |
| 123,959 | 3,017 Other operating income | 144,667 | 5,040 | |
| -1,758 | -2,344 Other operating expenses | -4,630 | -3,923 | |
| 106,999 | 109,721 Operating result (EBIT) | 166,358 | 211,146 | |
| -20,231 | -11,606 Interest expenses | -38,630 | -21,210 | |
| 7,942 | -37,360 Gains (losses) from derivative financial instruments, net | 710 | 16,692 | |
| -4,833 | -3,595 Other financial costs, net | -9,247 | -7,158 | |
| 16,568 | -16,558 Net foreign exchange gains / (losses) | -14,390 | -8,722 | |
| 106,445 | 40,602 Result before income taxes | 104,801 | 190,748 | |
| -17,672 | -11,072 Income tax | -25,093 | -36,597 | |
| 88,773 | 29,530 Result for the period | 79,708 | 154,151 | |
| Other comprehensive income / (expense), net of tax: | ||||
| Items that will not be reclassified subsequently to profit or loss | ||||
| 4 | 25 Remeasurements of post-employment benefit obligations | -2 | 12 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| -6,580 | 9,611 Translation adjustment | -5,099 | 13,109 | |
| -6,576 | 9,636 Other comprehensive income / (expense) for the period, net of tax | -5,101 | 13,121 | |
| 82,197 | 39,166 Total comprehensive income / (expense) for the period | 74,607 | 167,272 | |
| Result attributable to: | ||||
| 88,364 | 29,406 Shareholders of Alro SA | 79,234 | 153,974 | |
| 409 | 124 Non-controlling interest | 474 | 177 | |
| 88,773 | 29,530 | 79,708 | 154,151 | |
| Total comprehensive income / (expense) attributable to: | ||||
| 81,827 | 38,982 Shareholders of Alro S.A. | 74,162 | 167,014 | |
| 370 | 184 Non-controlling interest | 445 | 258 | |
| 82,197 | 39,166 | 74,607 | 167,272 | |
| Earnings per share | ||||
| 0.124 | 0.041 Basic and diluted (RON) | 0.111 | 0.216 |
| 30 June 2019 | 31 December 2018 | |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Property, plant and equipment | 1,175,909 | 1,190,373 |
| Intangible assets | 6,566 | 6,934 |
| Goodwill | 92,404 | 90,837 |
| Deferred tax asset | 48,848 | 50,354 |
| Other non-current assets | 69,782 | 52,634 |
| Total non-current assets | 1,393,509 | 1,391,132 |
| Current assets | ||
| Inventories | 822,067 | 835,029 |
| Trade receivables, net | 63,224 | 70,126 |
| Current income tax receivable | 47 | |
| Other current assets | 89,895 | 431,178 |
| Derivative financial instruments asset, current | 996 | |
| Restricted cash | 9,579 | 8,370 |
| Cash and cash equivalents | 424,658 | 203,609 |
| Total current assets | 1,410,466 | 1,548,312 |
| Total assets | 2,803,975 | 2,939,444 |
| Shareholders' Equity and Liabilities | ||
| Shareholders' equity | ||
| Share capital | 370,037 | 370,037 |
| Share premium | 86,351 | 86,351 |
| Other reserves | 343,353 | 344,333 |
| Retained earnings | 39,672 | 135,358 |
| Result for the period | 79,234 | 235,006 |
| Equity attributable to shareholders of Alro S.A. | 918,647 | 1,171,085 |
| Non-controlling interest | 2,170 | 1,739 |
| Total shareholders' equity | 920,817 | 1,172,824 |
| Non-current liabilities | ||
| Bank and other loans, non-current | 1,104,773 | 870,781 |
| Finance leases, non-current | 7,335 | 3,550 |
| Provisions, non-current | 33,839 | 32,854 |
| Post-employment benefit obligations | 43,184 | 42,610 |
| Government grants, non-current portion | 50,677 | 49,956 |
| Other non-current liabilities | 2,362 | 3,601 |
| Total non-current liabilities | 1,242,170 | 1,003,352 |
| Current liabilities | ||
| Bank and other loans, current | 188,380 | 73,563 |
| Finance leases, current | 4,739 | 2,500 |
| Provisions, current | 3,934 | 31,233 |
| Trade and other payables | 243,239 | 210,750 |
| Current income taxes payable | 17,471 | 14,300 |
| Government grants, current portion | 4,309 | 1,914 |
| Other current liabilities | 178,916 | 429,008 |
| Total current liabilities | 640,988 | 763,268 |
| Total liabilities | 1,883,158 | 1,766,620 |
| Total shareholders' equity and liabilities | 2,803,975 | 2,939,444 |
| Quarterly Report Q2 2019 |
|---|
| Interim consolidated statement of changes in shareholders' equity - unaudited |
| Share capital | Share premium | Other reserves | |
|---|---|---|---|
| Balance at 1 January 2018 | 356,091 | 86,351 | 364,519 |
| Profit for the period | - | - | - |
| Other comprehensive income / (expense) | |||
| Translation adjustment | - | - | - |
| Remeasurements of post-employment benefits | - | - | - |
| Other comprehensive income / (expense) | - | - | - |
| Total comprehensive income / (expense) for the period | - | - | - |
| Transactions with owners of the company recognized directly in equity | |||
| Distributions to owners of the company | |||
| Appropriation of prior year result | - | - | 931 |
| Dividends distribution | - | - | - |
| Balance at 30 June 2018 | 356,091 | 86,351 | 365,450 |
| Balance at 1 January 2019 | 370,037 | 86,351 | 367,834 |
| Profit for the period | - | - | - |
| Other comprehensive income / (expense) | |||
| Translation adjustment | - | - | - |
| Remeasurements of post-employment benefits | - | - | - |
| Other comprehensive income / (expense) | - | - | - |
| Total comprehensive income / (expense) for the period | - | - | - |
| Transactions with owners of the company recognized directly in equity | |||
| Appropriation of prior year result | - | - | 4,090 |
| Dividends distribution | - | - | - |
| Balance at 30 June 2019 | 370,037 | 86,351 | 371,924 |
| Total shareholders' equity |
Non-controlling interests |
Attributable to shareholders of Alro SA |
Result for the period |
Retained earnings | Total other reserves | Translation reserve |
|---|---|---|---|---|---|---|
| 1,215,348 | 1,374 | 1,213,974 | 390,581 | 49,409 | 331,542 | -32,977 |
| 154,151 | ||||||
| 177 | 153,974 | 153,974 | - | - | - | |
| 13,109 | 81 | 13,028 | - | - | 13,028 | 13,028 |
| 13,121 | - 81 |
12 13,040 |
- - |
12 12 |
- 13,028 |
- 13,028 |
| 258 | 167,014 | 153,974 | 12 | 13,028 | 13,028 | |
| - | - | -390,581 | 389,650 | 931 | ||
| -11 | -367,637 | - | -367,637 | - | - | |
| 1,014,972 | 1,621 | 1,013,351 | 153,974 | 71,434 | 345,501 | -19,949 |
| 1,172,824 | 1,739 | 1,171,085 | 235,006 | 135,358 | 344,333 | -23,501 |
| 474 | 79,234 | 79,234 | - | - | - | |
| -29 | -5,070 | - | - | -5,070 | -5,070 | |
| - | -2 | - | -2 | - | - | |
| -29 | -5,072 | - | -2 | -5,070 | -5,070 | |
| 445 | 74,162 | 79,234 | -2 | -5,070 | -5,070 | |
| - | - | -235,006 | 230,916 | 4,090 | ||
| -14 | -326,600 | - | -326,600 | - | - |
Balance at 30 June 2019 370,037 86,351 371,924 -28,571 343,353 39,672 79,234 918,647 2,170 920,817
in RON '000
1. Organisation and nature of business
Stock Exchange under the symbol ALR.
Olt County, Romania.
2. Basis of preparation
prepared in RON thousand, rounded to the nearest unit.
of IFRS 16, please see the note 3 of the Group consolidated Half year report for 2019.
operation for the foreseeable future and to discharge its liabilities in the normal course of business.
3. Significant accounting policies
position 'Other current liabilities'.
auditor's review.
Alro S.A. (the Company or the Parent Company) is a listed company established in 1961 in Romania and is one of the largest vertically integrated aluminium producers in Europe, by production capacity. The shares of Alro S.A. are traded on the Bucharest
The Company's administrative and managerial offices are located in Romania, with the headquarters in 116, Pitesti Street, Slatina,
Vimetco N.V. (the Netherlands) is the major shareholder of Alro S.A., holding 54.19% of the Company's share capital at 30 June 2019. Vimetco N.V. is a privately held company and its registered office is at Strawinskylaan 403, World Trade Center, A Tower, 4th
These financial figures have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("EU"), which is in accordance with the Public Finance Minister's Order no. 2844/2016, with subsequent amendments*. The Group's functional and reporting currency is the Romanian leu (RON). This consolidated quarterly report is
The financial information for the 6 months period ended 30 June 2019 has not been audited and has not been subject to an external
The same accounting policies and methods of computation have been followed in this consolidated quarterly report as those applied in preparing the Group's consolidated financial statements as at 31 December 2018, except for the new accounting treatment applied by the Group in accordance to the new standard, IFRS 16, effective as of 1 January 2019. For details regarding the adoption by the Group
This consolidated quarterly report has been prepared on a going concern basis, which assumes the Group will be able to continue in
*The Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU), except for IAS 21 The effects of changes in foreign exchange rates regarding functional currency, except for the provisions of IAS 20 Accounting for Government Grants regarding the recognition of revenue from green certificates, except for the provisions of IFRS 15 Revenue from contracts with customers regarding the revenue from taxes of connection to the distribution grid and except for the accounting treatment of interim dividends, which, according to the Ministry of Public Finance Order no. 3067/2018, are recorded in the consolidated statement of financial position at 31 December 2018 as receivables on the position 'Other current assets' and, the unpaid balance, as liabilities on the
floor, 1077 XX Amsterdam, The Netherlands. The Company's ultimate controlling entity is Maxon Limited (Bermuda).
| Q2 2019 | Q2 2018 | Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| 106,445 | 40,602 Result before income taxes | 104,801 | 190,748 | |
| Adjustments for: | ||||
| 38,147 | 33,890 Depreciation and amortisation | 73,549 | 65,328 | |
| -4,754 | -1,256 Impairment of property, plant and equipment | -4,790 | -1,262 | |
| -10,959 | 1,332 Movement in provisions | -27,299 | 3,155 | |
| 11,098 | -3,851 Change in allowance for impairment of inventory | 15,307 | 5,598 | |
| 140 | 107 Change in allowance for impairment of doubtful receivables | 48 | 967 | |
| 184 | 1,031 Loss on disposal of property, plant and equipment | 686 | 1,610 | |
| -22,242 | 31,943 Net foreign exchange losses on loans revaluation | 8,965 | 25,107 | |
| -1,258 | -2,090 Interest income | -3,009 | -4,323 | |
| 20,231 | 11,606 Interest expense | 38,630 | 21,210 | |
| -7,942 | 37,360 Effect of derivative financial instruments | -710 | -16,692 | |
| Changes in working capital: | ||||
| -7,495 | 19,504 Change in inventories | -133 | -30,605 | |
| 38,702 | 6,609 Change in trade receivables and other assets | 1,614 | -27,897 | |
| 249 | 27,388 Change in trade and other payables | 37,664 | 58,733 | |
| -9,418 | -3,929 Income taxes paid | -19,741 | -9,411 | |
| -18,572 | -15,512 Interest paid | -40,415 | -21,577 | |
| -287 | 3,692 Payments from derivatives, net | 8,362 | -901 | |
| 132,269 | 188,426 Net cash generated by / (used in) operating activities | 193,529 | 259,788 | |
| Cash flow from investing activities | ||||
| -37,185 | -139,075 Purchase of property, plant and equipment and intangible assets, net | -81,571 | -184,387 | |
| 4,895 | 3,074 Government grants received | 4,895 | 3,313 | |
| 317 | 1,165 Proceeds from sale of property, plant and equipment | 588 | 1,350 | |
| -149 | 39,061 Change in restricted cash | -1,209 | 60,156 | |
| - | 41,200 Loans to related parties | - | 41,200 | |
| 1,168 | 1,327 Interest received | 2,681 | 2,538 | |
| -30,954 | -53,248 Net cash used in investing activities | -74,616 | -75,830 | |
| Cash flow from financing activities | ||||
| 60,768 | 60,530 Proceeds from loans and leasing | 372,653 | 61,173 | |
| -30,832 | -19,659 Repayment of loans | -33,225 | -33,736 | |
| -98 | -329,178 Dividends paid | -237,324 | -329,172 | |
| 29,838 | -288,307 Net cash provided by/(used in) financing activities | 102,104 | -301,735 | |
| 131,153 | -153,129 Net change in cash and cash equivalents | 221,017 | -117,777 | |
| 293,550 | 356,121 Cash and cash equivalents at beginning of period | 203,609 | 320,828 | |
| -45 | 75 Effect of exchange rate differences on cash and cash equivalents | 32 | 16 | |
| 424,658 | 203,067 Cash and cash equivalents at end of period | 424,658 | 203,067 |
in RON '000, except per share data
Alro S.A. (the Company or the Parent Company) is a listed company established in 1961 in Romania and is one of the largest vertically integrated aluminium producers in Europe, by production capacity. The shares of Alro S.A. are traded on the Bucharest Stock Exchange under the symbol ALR.
The Company's administrative and managerial offices are located in Romania, with the headquarters in 116, Pitesti Street, Slatina, Olt County, Romania.
Vimetco N.V. (the Netherlands) is the major shareholder of Alro S.A., holding 54.19% of the Company's share capital at 30 June 2019. Vimetco N.V. is a privately held company and its registered office is at Strawinskylaan 403, World Trade Center, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands. The Company's ultimate controlling entity is Maxon Limited (Bermuda).
These financial figures have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("EU"), which is in accordance with the Public Finance Minister's Order no. 2844/2016, with subsequent amendments*. The Group's functional and reporting currency is the Romanian leu (RON). This consolidated quarterly report is prepared in RON thousand, rounded to the nearest unit.
The financial information for the 6 months period ended 30 June 2019 has not been audited and has not been subject to an external auditor's review.
The same accounting policies and methods of computation have been followed in this consolidated quarterly report as those applied in preparing the Group's consolidated financial statements as at 31 December 2018, except for the new accounting treatment applied by the Group in accordance to the new standard, IFRS 16, effective as of 1 January 2019. For details regarding the adoption by the Group of IFRS 16, please see the note 3 of the Group consolidated Half year report for 2019.
This consolidated quarterly report has been prepared on a going concern basis, which assumes the Group will be able to continue in operation for the foreseeable future and to discharge its liabilities in the normal course of business.
*The Ministry of Public Finance Order no. 2844/2016, with subsequent amendments, is in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union (EU), except for IAS 21 The effects of changes in foreign exchange rates regarding functional currency, except for the provisions of IAS 20 Accounting for Government Grants regarding the recognition of revenue from green certificates, except for the provisions of IFRS 15 Revenue from contracts with customers regarding the revenue from taxes of connection to the distribution grid and except for the accounting treatment of interim dividends, which, according to the Ministry of Public Finance Order no. 3067/2018, are recorded in the consolidated statement of financial position at 31 December 2018 as receivables on the position 'Other current assets' and, the unpaid balance, as liabilities on the position 'Other current liabilities'.
| Q2 2019 | Q2 2018 | Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
|---|---|---|---|---|
| 25,330 | 22,811 Revenues from sales of bauxite | 40,788 | 39,367 | |
| 38,064 | 69,071 Revenues from sales of alumina | 89,943 | 111,799 | |
| 312,540 | 340,754 Revenues from sales of primary aluminium | 621,118 | 661,037 | |
| 361,083 | 380,394 Revenues from sales of processed aluminium | 751,123 | 748,366 | |
| 1,762 | 1,338 Other | 3,246 | 3,041 | |
| 738,779 | 814,368 Total | 1,506,218 | 1,563,610 |
In Q2 2019, the aluminium price on the London Metal Exchange (LME) had a downside trend compared to Q2 2018, as well as in H1 2019 compared to H1 2018. Under these circumstances, in spite of Alro Group's effort to better respond to market demands and higher deliveries of processed products, the general market prices of aluminium affected the Group's sales recorded in Q2 2019, when the average LME cash-seller was 1,793 USD/tonne, about 460 USD/tonne lower than the average LME recorded in Q2 2018, which was of 2,259 USD/tonne. As a result, the turnover decreased by 9% (RON 75,589 thousand) in Q2 2019 compared to Q2 2018.
With the announcement of Alunorte (a major alumina refinery located in South America) that it resumed its operations targeting to reach from 50% to full capacity by the end of the year (about 6 million tonnes), the international indexes for alumina prices registered a decrease in H1 2019 compared to the similar period of the previous year, therefore the Group sold less alumina and reported lower revenues from sales of alumina by 45% in Q2 2019 compared to Q2 2018.
After pursuing a long-term strategy step by step, the Group has reached the performance that half of its revenues are generated by high value added products. A share of 50% of the H1 2019 Group's total revenues represent processed products, compared to 48% in H1 2018 and at quarter level the sale of Processed Division was of 49% of the Q2 2019 Group's total revenues compared to 47% in Q2 2018.
The Group's cost of goods sold recorded an increase of 11% in H1 2019 compared to H1 2018, that was determined mainly by the growth of the purchase prices of some utilities and raw materials, in line with their specific market prices. However, in Q2 2019 compared to Q2 2018, the increase of the cost of goods sold was lower, 9%, respectively. In order to reduce the Group's energy dependence in the primary aluminium sector, starting the end of 2018, the Group began to invest in improving the performance of the electrolysis sector by implementing a pot replacement methodology using a new design that is expected to generate a reduction in energy consumption, in line with the Group's strategies and commitments.
The Group reduced its General and administrative expenses by 8% in Q2 2019 compared to Q2 2018. This was mainly due to the fact that the Group's management analyzed the preliminary results for the period and decided not to recognise a new provision for personnel and management remuneration for 2019 (in Q2 2018 the Group recognised a provision in line with the Collective Labour Contract and with GSM decisions regarding the Management remuneration, in amount of RON 12,538 thousand).
In Q2 2019 Other operating income amounted to RON 123,959 thousand (compared to RON 3,017 thousand recognized in the similar period of the previous year) and it refers mainly to the Group's sales of emission certificates in amount of RON 107,698 thousand (in Q2 2018: nil) and to reversal of the outstanding provision for remuneration of staff and management for 2018 in amount of RON 15,228 thousand (please refer to note 8 from Interim condensed consolidated financial statements for the six months ended 30 June 2019, as well).
The interest expenses increased in Q2 2019 compared to the similar period of 2018 mainly as a result of additional loans taken and drawn by the Group and of the increase of benchmark interest rates (i.e. ROBOR and LIBOR) on financial markets.
Gains (losses) from derivative financial instruments, net in Q2 2019 are related to the foreign exchange options collars with zero cost concluded by the Group in February 2019. In Q2 2019 from the net gain on derivative financial instruments, out of RON 7,942 thousand, an amount of RON 8,228 thousand represents unrealized gain due to the increasing of fair value of options at 30 June 2019 as compared to the end of the previous quarter, namely 31 March 2019. On the other side the difference of RON 286 thousand
represents the realized loss from the exercising of the options in Q2 2019, due to the fact that the RON / USD conversion rate was above the call level mentioned in the option contracts concluded. The net loss of RON 37,360 thousand in Q2 2018 is related to the 100% option collars concluded by the Group in December 2017 and January 2018 and principally reflects the decrease of the fair value of the options at 30 June 2018 as compared to the end of the previous quarter, namely 31 March 2018. In Q2 2018 no options were exercised due to the fact that the aluminium quotations were within the collar interval mentioned in the option contracts, and thus the Group marked a net loss of RON 1,329 thousand representing the premiums paid for acquiring the option contracts related to the period.
Net foreign exchange gains / (losses) arise mainly due to the revaluation of the loans and other debts of the Group in foreign currencies. In Q2 2019 a net foreign exchange gain was recorded due to the appreciaton of the Romanian leu in against the US dollar at 30 June 2019 compared to the end of the previous quarter, namely the quarter ended on 31 March 2019 (from 4.2434 USD/RON at 31 March 2019 to 4.1587 USD/RON at 30 June 2019). An opposite evolution was recorded in Q2 2018, when the Romanian RON depreciated against the US dollar at 30 June 2018 compared to 31 March 2018 (from 3.7779 USD/RON at 31 March 2018 to 4.0033 USD/RON at 30 June 2018), and thus the Group recorded a loss from foreign exchange differences at that time.
In the light of these favourable factors, the increase of other operating income, the increase of the fair value of derivative financial instruments and of the net foreign exchange gains, despite the fact that the turnover decreased in Q2 2019 as compared to Q2 2018, following a steady decline of the aluminium price since the end of the year 2018, the net profit of the Group in Q2 2019 was in amount of RON 88,773 thousand by RON 59,243 thousand higher than the one in the same period of the previous year.
The adjusted net result is an indicator that the Group monitors as being more relevant for the Group's performance than the net result.
The adjusted net result was similar in Q2 2019 to Q2 2018, as per reconciliation with the net result below:
| in RON '000 | in RON '000 | in RON '000 | in RON '000 | |
|---|---|---|---|---|
| Q2 2019 | Q2 2018 | Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|
| 88,773 | 29,530 Net result of the period | 79,708 | 154,151 | |
| -4,754 | -1,256 Impairment of other non-current assets | -4,790 | -1,262 | |
| -7,942 | 37,360 Derivative financial instruments that do not qualify for hedge accounting |
-710 | -16,692 | |
| -462 | 7,438 Deferred income tax | 2,219 | 30,520 | |
| 75,615 | 73,072 Adjusted net result | 76,427 | 166,717 | |
In Q2 2019, the Group invested in projects aimed at reducing the energy consumption in the smelter area by implementing a new and advanced technology for pot relining and in the revamping of the Cold Rolling Mill no. 2, by implementing an advanced production planning system and a flat rolled products marking and traceability system and by the modernization of the grinding machine.
As at 30 June 2019, the current assets were lower by RON 137,846 thousand compared to 31 December 2018. They decreased mainly due to the declaration of final dividends for 2018 in April 2019, after which they were debited to the Group's equity (see also the explanation of Equity below). On the other hand, Cash and cash equivalents increased by RON 221,049 thousand to a level of RON 424,658 thousand, as a consequence of the sale in June of emission certificates by benefiting from a favourable market environment.
The General Shareholders' Meeting dated 25 April 2019 approved the distribution into dividends of the amount of RON 326,600 thousand, which resulted into a gross dividend payable of 0.45756 RON/share. This distribution is in line with the decision of the General Shareholders' Meeting no. 608 adopted on 13 December 2018, when the gross dividend per share of RON 0.45756 was distributed in full for the interim period of 9 months ended 30 September 2018, therefore no payments or reimbursements were necessary to be made due to settlement.
The Non-current liabilities of the Group increased by 24% from RON 1,003,352 thousand at 31 December 2018 to RON 1,242,170 thousand at 30 June 2019, mainly as a result of additional loan taken by Alro in January 2019 as increments of existing loans (a USD 50,000 thousand facility with maturity in December 2024), of Alum's drawdown of the remaining USD 10,000 thousand from its loan contracted in May 2018 and of the overdraft obtained by Vimetco Extrusion in amount of EUR 9,000 thousand, with the maturity in June 2021.
The current liabilities were at a level of RON 640,988 thousand at 30 June 2019 as compared to RON 763,268 thousand at 31 December 2018, due to dividends paid for 2018 (unpaid dividends at 30 June 2019: RON 89,337 thousand). On the other hand, the short-term loans increased on 30 June 2019 by RON 114,817 thousand due to the new loans mentioned above and additional loan taken by Alro in January 2019 as a supplement to the existing loans, i.e. a USD 20,000 thousand non-revolving facility, having the maturity in December 2019.
As at 30 June 2019, the Company recorded cash and cash equivalents amounting to RON 424,658 thousand, higher by RON 221,049 thousand, compared to the beginning of the year and by RON 221,591 thousand higher, compared to the same period of the previous year.
In Q2 2019 the Group reported a positive operating net cash inflow of RON 132,269 thousand as compared to a positive cash inflow recorded in Q2 2018 in amount of RON 188,426 thousand, the turnover being affected by the lower prices of aluminium in Q2 2019 compared to the same period of previous year. The positive flows from the variation of trade receivables and other assets recorded in Q2 2019 reflect the Group's efforts to manage as efficiently as possible the cash flows and to optimise the working capital.
The net cash outflows related to the investment activity in Q2 2019 amounting to RON 30,954 thousand include acquisitions for the investments in improving the performance of the electrolysis sector, payments for electrolysis pots and furnaces reconditioning in Alro, as well as investments for maintenance and improving equipment parameters at Alum, as well as implementing various arrangements and purchasing equipment to support the Sierra Leone mining business.
The net cash flow from financing activity in Q2 2019 was positive, in amount of RON 29,838 thousand, being mainly influenced by the drawndown of RON 4,095 thousand in June 2019 from the USD 20,000 thousand facility signed in January 2019 by Alro and the overdraft facility signed by Vimetco Extrusion in June 2019, offset by the installments repayment of the bank loans according to their schedules.
Ratios in accordance with Appendix 13A from regulation 5/2018 issued by FSA
This is a free translation from the original Romanian binding version
| Ratio description | Formula | Six months ended 30 June 2019 |
Six months ended 30 June 2018 |
|---|---|---|---|
| Current ratio | Current assets/ Current liabilities | 2.20 | 2.41 |
| Gearing ratio | Long-term borrowings/ Equity x 100 | 120.77 | 88.29 |
| Long-term borrowings/ Capital employed x 100 | 54.70 | 46.89 | |
| Receivables turnover | Receivables average balance/ Turnover x 180 | 7.97 | 10.17 |
| Non-current assets turnover |
(Turnover x 360/ 180)/ Non-current assets | 2.16 | 2.29 |
The gearing ratio at 30 June 2019 increased on one hand by new borrowings taken by the Group as a contribution to its development plans, and on the other hand by lower equity after the distribution of dividends towards shareholders in 2019.
Pursuant to the legal stipulations of the FSA Regulation no. 5/2018 for issuers and operations with securities, the Management states the following:
We confirm to the best of our knowledge that the condensed consolidated financial statements of ALRO Group for the period ended on 30 June 2019 and ALRO Group quarterly financial results for Q2 2019 prepared in accordance with the applicable set of accounting standards give a true and fair view of the financial position, financial performance and cash-flow of the Group for the six months ended 30 June 2019;
The Consolidated Directors' Report gives a true and fair view of the development and the performance of ALRO Group and of ALRO for the six months ended 30 June 2019.
The Board of Directors represents the interests of the Group, of the Parent-company and of its shareholders and is responsible for the overall management.
At the date of this report, ALRO's Board of Directors consists of 11 members as it follows:
| 1. | Marian-Daniel NĂSTASE | Chairman |
|---|---|---|
| 2. | Serghei GHEORGHE | Vice-President |
| 3. | Gheorghe DOBRA | Member |
| 4. | Pavel MACHITSKI | Member |
| 5. | Svetlana PÎNZARI | Member |
| 6. | Aleksandr BARABANOV | Member |
| 7. | Vasile IUGA | Member |
| 8. | Marinel BURDUJA | Member |
| 9. | Laurențiu CIOCÎRLAN | Member |
| 10. | Oana-Valentina TRUȚA | Member |
| 11. | Voicu CHETA | Member |
The condensed consolidated financial statements of ALRO Group for the period ended on 30 June 2019 and ALRO Group quarterly financial results for Q2 2019 are not audited.
President of the Board of Directors Marian-Daniel NASTASE
Chief Executive Officer Chief Financial Officer Gheorghe DOBRA Genoveva NASTASE
12 august 2019
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