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Comelf S.A. — Interim / Quarterly Report 2023
Aug 31, 2023
2355_ir_2023-08-31_78324eda-30e3-40f7-bf25-c4bdb277203f.pdf
Interim / Quarterly Report
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The report of the directors of COMELF SA according to ASF Regulation 5/2018, Annex 14
Issued on: August 31, 2023 Company name: COMELF SA Registered Office: Bistrita, str. Industry no. 4 Phone/fax number: 0263/234462; 0263/238092 VAT code: 568656 Registration number with the Trade Register: J06/02/1991 Subscribed and paid-in share capital as of 6/30/2022: 13,036,325.34 lei The main characteristics of the securities issued by the company: Dematerialized registered shares in the number of 22,476,423 with a nominal value of 0.58 lei/share Regulated market in which the issued securities are traded: Bucharest Stock Exchange
The Board of Directors of the company Comelf SA Bistrita, appointed by the General Meeting of Shareholders, has elaborated, for the period January-June 2023, this report regarding the balance sheet, the profit and loss account, the state of changes in equity, the state of treasury flows, the policy accounting and explanatory notes contained in the individual half-yearly financial statements drawn up on 06.30.2023. These financial statements are presented together with the Directors' Report and relate to:
| Equity | 78,353,440 RON |
|---|---|
| Turnover: | RON 96,751,633 |
| Net result of the year-profit: | 4,680,872 RON |
I.1 Important events taking place between January and June 2023
- ➢ On 11.04.2023, the OGMS was held, which approved the distribution of the net profit related to the year 2022, of the amount of 4,142,212 lei for the payment of dividends to the company's shareholders. The effective payment date of the dividends was set on 10.05.2023;
- ➢ On 11.04.2023, the OGMS approved the REB for the current year, the investment program for 2023, the company's organization chart and the maximum borrowing limit for the current year;
For the next 6 months of the financial year 2023, we have not identified any significant risks, only the current ones, related to the labor market, in particular regarding qualified staff.
I.2 Transactions between related parties in the period January-June 2023
The transactions with the companies within the group are carried out based on the framework commercial contracts in which the rights and obligations of each party are stipulated, the type of contract is also specified.
Business relations with affiliated parties are based on sale-purchase contracts, commission contracts and consultancy contracts.
| Affiliated party | Activity | Description of the type of business relation |
|---|---|---|
| Uzinsider SA | Consulting services | Uzinsider SA is the majority shareholder of COMELF |
| Uzinsider Techo SA | Brokerage services |
| Sale of products (filter |
Common shareholders-natural persons, |
common | ||
|---|---|---|---|---|
| unit/turbine parts/diffusers) | administrators | |||
| Uzinsider General Contractor SA |
Acquisition of electricity | Common common administrators |
shareholding, | |
| Sale of products | ||||
| Uzinsider | SA is the majority | |||
| Promex SA | Collaborations | in the |
shareholder | in both |
| manufacture of subassemblies | companies, administrators |
joint | ||
| Uzinsider | SA is the majority | |||
| 24 Ianuarie SA | Collaborations | in the |
shareholder | in both |
| manufacture of subassemblies | companies, administrators |
joint |
- ➢ The sales of goods and services to the affiliated parties are carried out at the prices of the contracts concluded for each order of the external costumers;
- ➢ Purchases from related parties were made at the purchase value (in line with the market price) according to the contracts;
| Sales at: | Purchases | ||
|---|---|---|---|
| June 30, 2023 | from: | June 30, 2023 | |
| Uzinsider SA | - Uzinsider SA |
371,004 | |
| Uzinsider | |||
| Uzinsider Techo SA | 17651782 | Techo SA | 794353 |
| Uzinsider | |||
| General | |||
| Uzinsider General Contractor SA |
- Contractor SA |
5125034 | |
| Promex SA | - Promex SA |
- | |
| 24 Ianuarie |
|||
| 24 Ianuarie SA | - SA |
- | |
| Total | 17651782 | Total | 6290391 |
Transactions with related parties carried out in the first 6 months of 2023 are the traditional ones, there are no other special transactions, different from those carried out in previous years.
II. Review of the Company's activity:
a) Description of the basic activity of the Company:
The company operates based on the Commercial Companies Law no. 31/1990 (with subsequent amendments and additions), the Capital Market Law no. 297/2004 and Law 24/2017 regarding issuers of financial instruments and market operations. According to article 6 of the Constitutive Act updated in July 2022, the object of activity of the Company is "Manufacturing machines and equipment for earthworks, for power plants and environmental protection, equipment for lifting and transporting, including their subassemblies."
COMELF is a production company in the field of machine building industry and its object of activity is the manufacture of equipment for power plants and environmental protection, metal structures in the field of renewable energy (source: water, wind and sun), earthmoving machines and equipment or subassemblies equipment for lifting and transport equipment, including components therefor. Manufacturing is carried out in 6 production halls, with a total area of 80,824 sqm, equipped with machinery, installations, machine tools for mechanical processing, laboratories, and utility networks for the production processes. COMELF S.A. does not own shares in other companies and does not have any branches.
b). The economic-financial situation
Presentation of an analysis of the current economic-financial situation compared to the same period last year:
a) Balance sheet elements of COMELF SA:
| RON | June 30, 2023 | December 31, 2022 |
|---|---|---|
| ASSETS | ||
| Non-current Assets | 74,805,656 | 76548516 |
| Total Current Assets, of which: | 89,694,983 | 91369920 |
| Inventories | 28,383,327 | 35.018.938* |
| Commercial and similar receivables | 50,433,182 | 42.031.103* |
| Cash and short-term deposits | 10,878,474 | 14319879 |
| Total Assets | 164,500,639 | 167918436 |
| Equity and debt | ||
| Total share capital, of which: | 78,244,522 | 78353440 |
| Registered capital | 13,036,325 | 13036325 |
| Share capital adjustments | 8,812,271 | 8812271 |
| Other equity items | - | - |
| Reserves | 50,158,221 | 50892175 |
| Reported result | 1,665,751 | 1361539 |
| The result of the period | 4,680,872 | 4142212 |
| Total Long-term liabilities, of |
15,174,784 | 16074750 |
| which: | ||
| Long-term bank loans | 3,971,520 | 3957920 |
| Lease liabilities | 261,450 | 267805 |
| Provisions for risks and expenses | 161,930 | 161930 |
| Debts on deferred taxes | 5,351,583 | 4491383 |
| Subsidies for investments_long-term | 5,528,301 | 6195712 |
| portion | ||
| Total Current Liabilities, of which: | 70,972,415 | 73599164 |
| Trade payables | 33,575,998 | 34271900 |
| Interest-bearing bank loans | 34,750,800 | 36610760 |
| Lease liabilities | 183,859 | 226045 |
| Provisions for risks and expenses | 954,097 | 982798 |
| Subsidies for investments_short-term | 1,228,060 | 1228060 |
| portion | ||
| Debts on deferred taxes | 279,601 | 279601 |
| Total equity and Liabilities | 164,500,639 | 167918436 |
*Starting from 01.01.2023, work in progress is shown under Inventories, so as at 31.12.2022, these values have been reclassified accordingly for comparability.
b) COMELF SA profit and loss account:
| RON | June 30, 2023 | June 30, 2022 |
|---|---|---|
| Income | 95,123,322 | 83349065 |
| Operational result | 6,667,745 | 2867359 | |
|---|---|---|---|
| EBITDA | 9,393,471 | 6683957 | |
| Financial result | (1,236,146) | (619,019) | |
| Profit before tax | 5,431,599 | 2248340 | |
| Income tax expense | 750727 | 280100 | |
| Profit for the financial year | 4,680,872 | 1968240 | |
| Number of shares | 22,476,423 | 22476423 | |
| Earnings per share | 0,208 | 0.088 | |
COMELF SA's revenues were RON 95 million in H1/2023 compared to RON 83 million in H1/2022, up 14%, due to a different assortment structure and higher sales prices than in the first part of 2022 in line with the assortment structure and raw material prices. Out of the total of RON 95 million, RON 1 million represents income from the reversal of the provision for several debtors, following the actual collection of the provisioned amount in February 2023.
COMELF SA's expenses increased, compared to H1 2022, in a smaller proportion (+9%) than the increase in revenues, influenced by the increase in the cost of raw materials (+10%), the increase in wages due to staff fluctuations and inflation (+15%), and the cost of services, especially transport services, professional training services and intermediation services and collaboration with third party companies.
The company's gross result increased by 137% , compared to H1 2022, supported by the value volumes achieved, which more optimally covered costs in general and fixed costs in particular.
2. Review of the Company's activity:
2.1. Presentation and analysis of trends, items, events or uncertainty factors that affect or could affect the company's liquidity compared to the same period last year.
Comelf SA was at no time unable to meet its financial obligations during the period under review and we estimate that there will be no events or factors affecting the liquidity of the company until the end of the financial year.
2.2 Presentation and analysis of the effects on the company's financial situation of all capital expenditures, current or anticipated, compared to the same period last year.
Capital expenditure for H1 2023 was RON 1.8 million (H1 2022 = RON 4.4 million). Capital expenditure was financed from own sources.
2.3. Presentation and analysis of events, transactions, economic changes that significantly affect income from core business. Indication of the extent to which revenues have been affected by each item identified. Comparison with the corresponding period last year.
The economic-financial operations related to first half of 2023 were correctly registered, based on legally prepared documents. The obligations stipulated by the law have been fulfilled, regarding the correct and up-to-date organization and management of accounting, regarding compliance with accounting principles, accounting rules and methods provided by the regulations in force.
The obligations towards the state and local budget, towards the special funds were correctly established and the transfers were made in accordance with the legal provisions.
It is also worth mentioning that the income, expenses and individual financial result related to the first six months of 2023 are faithfully reflected in the profit and loss account (income statement).
3. Changes affecting company capital and management
3.1. Description of cases where the company was unable to meet its financial obligations during the period in question:
Not applicable.
3.2. Description of any change in the rights of holders of securities issued by the company: Not applicable.
4. Significant transactions
In the case of issuers of shares, information on major transactions entered into by the issuer with persons with whom it acts in concert or in which such persons have been involved during the relevant time period:
Not applicable
5. ANNEXES
A copy for the following documents is attached to this report:
-
the balance sheet, as of 30.06.2023;
-
the declaration of the General Manager of Comelf SA regarding the assumption of responsibility for the preparation of the financial and accounting statements related to the 1st half-year/2023;
-
the shareholding structure, on 30.06.2023
6. REMARK: The half-yearly financial statements for the six months ended on June 30th 2023 have not been audited or reviewed by an independent auditor, as this is not a legal or statutory requirement.
Annexes:
Shareholder structure on the reference date June 30th, 2023:
| Number of shares | % ownership | |
|---|---|---|
| Uzinsider SA | 18.189.999 | 80.9292% |
| Other shareholders | 4.286.424 | 19.0708% |
| Total | 22.476.423 | 100% |
Management structures:
As of June 30, 2023, the management of COMELF SA was composed of the following: • Members of the Company's Board of Directors:
| Savu Constantin | Chairman |
|---|---|
| Babici Emanuel | member |
| Mustata Costica | member |
| Sofroni Vlad | member |
| Parvan Cristian | member |
• Members of the Executive Management of the Company:
| Cenusa Gheorghe | General Manager |
|---|---|
| Pop Mircea | Deputy General Manager Business Operation |
| Oprea Paul Cristian | Deputy General Manager Technical and Production |
| Tatar Dana | Financial Manager |
| Serban Marcela | Raw Material Procurement Manager |
| Jurje Valeriu | Quality Manager |
| Tatar Eugen | Factory Executive Manager |
| Viski Vasile | Factory Executive Director |
| Campian Cosmin | Factory Executive Manager |
Management statement
According to the best information available, we confirm that the individual financial statements, for the half year 1/2023, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit and loss account of Comelf SA, as required by applicable accounting standards.
We also confirm that the operating performance situation and the information presented in this report give a true and fair view of the main events that occurred during the first six months of 2023 and their impact on the financial statements.
Chairman of the Board of Directors - eng. Savu Constantin
General Manager - eng. Cenușă Gheorghe
Financial Manager - ec. Tatar Dana
The unaudited financial statements as of 30.06.2023, together with the Report of the Board of Directors, are published on the company's website www.comelf.ro in the "Up-to-date information" section.
The financial statements and the respective reports were also sent to BSE and FSA, and can be consulted , as well following the link below.
INTERIM FINANCIAL STATEMENTS IFRS ON 30 th JUNE 2023
COMELF SA RO 568656 J06/2/1991 Str.Industriei nr.4 420063, Bistrita Romania
| Financial statements | 2 |
|---|---|
| Profit and loss account and other comprehensive income | 3 |
| Statement of changes in equity | 4-5 |
| Cash flow statement | 6 |
| Notes to the individual financial statements | 7-27 |
INTERIM FINANCIAL STATEMENTS AS OF June 30, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in lei, unless otherwise indicated)
STATEMENT OF FINANCIAL POSITION AT June 30, 2023
| Nota | 30 iunie 2023 | 31 decembrie 2022 | |
|---|---|---|---|
| Active | |||
| Cheltuieli de dezvoltare | 60,281 | 59,864 | |
| Imobilizari necorporale | 5 | 420,205 | 455,394 |
| Imobilizari corporale | 5 | 74,325,170 | 76,033,258 |
| Active financiare disponibile in vederea vanzarii | 6 | - | - |
| Total Active non-curente | 74,805,656 | 76,548,516 | |
| Avansuri acordate pentru imobilizari corporale | 1,742,506 | 995,184 | |
| Stocuri | 7 | 28,383,327 | 35,018,938 |
| Creante din contracte cu clientii | 8 | 46,678,676 | 36,697,700 |
| Creante comerciale si alte creante | 9 | 5,076,961 | 4,338,219 |
| Creante privind impozitul curent | - | - | |
| Numerar si echivalente de numerar | 11 | 7,813,513 | 14,319,879 |
| Total Active Curente | 89,694,983 | 91,369,920 | |
| Total Active | 164,500,639 | 167,918,436 | |
| Capital social | 12 | 13,036,325 | 13,036,325 |
| Ajustari ale capitalului social | 12 | 8,812,271 | 8,812,271 |
| Alte elemente de capitaluri proprii | 12 | - | - |
| Rezerve | 12 | 50,158,221 | 50,892,175 |
| Rezultat reportat | 12 | 1,665,751 | 1,361,539 |
| Rezultatul exercitiului | 25 | 4,680,872 | 4,142,212 |
| Total Capitaluri Proprii | 78,353,440 | 78,244,522 | |
| Datorii | |||
| Descoperiri de cont | 13 | 3,971,520 | 3,957,920 |
| Alte imprumuturi si datorii -leasing | 13 | 161,450 | 267,805 |
| Datorii privind impozitul amanat | 22 | 5,351,583 | 5,491,383 |
| Provizioane pentru riscuri si cheltuieli | 21 | 161,930 | 161,930 |
| Datorii privind venituri amanate | 23 | 5,528,301 | 6,195,712 |
| Total datorii pe termen lung | 15,174,784 | 16,074,750 | |
| Descoperiri de cont | 13 | 34,750,800 | 36,610,760 |
| Datorii privind impozitul amanat | 22 | 279,601 | 279,601 |
| Partea curenta alte imprumuturi si datorii - leasing | 11 | 183,859 | 226,045 |
| Datorii comerciale si alte datorii | 14 | 33,575,998 | 34,271,900 |
| Provizioane pentru riscuri si cheltuieli | 21 | 954,097 | 982,798 |
| Datorii privind venituri amanate | 23 | 1,228,060 | 1,228,060 |
| Total datorii curente | 70,972,415 | 73,599,164 | |
| Total Datorii | 86,147,199 | 89,673,914 | |
| Total capitaluri proprii si datorii | 164,500,639 | 167,918,436 |
Cenusa Gheorghe Tatar Dana
INTERIM FINANCIAL STATEMENTS AS OF June 30, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in lei, unless otherwise indicated)
General Manager Economic Manager
PROFIT OR LOSS ACCOUNT SITUATION AND OTHER ELEMENTS OF THE OVERALL RESULT
| Nota | 30 iunie 2023 | 30 iunie 2022 | |
|---|---|---|---|
| Operatiuni continue | |||
| Venituri | |||
| Venituri din contracte cu clientii | 15 | 87,905,266 | 75,819,803 |
| Venituri din vanzarea marfurilor | 0 | 178,025 | |
| Alte venituri aferente cifrei de afaceri | 16 | 5,627,911 | 6,318,836 |
| Total venituri | 93,533,177 | 82,316,664 | |
| Alte venituri | 16 | 696,405 | 896,042 |
| Cheltuieli | |||
| Cheltuieli cu materii prime si alte cheltuieli materiale | (46,198,613) | (42,132,158) | |
| Cheltuieli cu energia si apa | (2,251,082) | (2,738,266) | |
| Cheltuieli cu marfurile | - | (130,050) | |
| Cheltuieli cu personalul | 17 | (27,494,235) | (23,795,177) |
| Cheltuieli cu transportul | 18 | (3,125,009) | (2,950,347) |
| Alte cheltuieli aferente veniturilor | 19 | (5,538,355) | (4,607,608) |
| Cheltuieli cu amortizarea si deprecierea imobilizarilor | 5 | (3,765,414) | (3,844,423) |
| Cheltuieli financiare , net | 25 | (1,236,146) | (619,019) |
| Ajustari privind deprecierea activelor circulante, net | 8 | 1,010,987 | - |
| Cheltuieli cu provizioane pentru riscuri si cheltuieli, net | 21 | 28,701 | 27,825 |
| Alte cheltuieli | 19 | (228,817) | (175,143) |
| Total cheltuieli | (88,797,983) | (80,964,366) | |
| Profit inaintea impozitului pe profit | 5,431,599 | 2,248,340 | |
| Impozit pe profit | 20 | (750,727) | (280,100) |
| Profit din operatiuni continue | 24 | 4,680,872 | 1,968,240 |
| Profit din operatiuni discontinue | - | - | |
| Profitul perioadei | 4,680,872 | 1,968,240 | |
| Alte elemente ale rezultatului global | |||
| Elemente care nu vor fi reclasificate la cheltuieli sau venituri | |||
| Modificari de valoare ale activelor utilizate, rezultate in urma | - | - | |
| reevaluarii, net de impozite | |||
| Elemente care pot fi reclasificate la cheltuieli sau venituri | |||
| Modificari de valoare ale titlurilor disponibile pentru vanzare | 3 | - | - |
| Total cont de profit sau pierdere si alte elemente ale | |||
| rezultatului global | 24 | 4,680,872 | 1,968,240 |
| Rezultatul pe actiune | |||
| Rezultatul pe actiune de baza | 24 | 0.21 | 0.09 |
| Rezultatul pe actiune diluat | 24 | 0.21 | 0.09 |
Cenusa Gheorghe, Tatar Dana ,, General Manager Financial Manager
COMELF S.A. INTERIM FINANCIAL STATEMENTS AS OF June 30, 2023 IN ACCORDANCE WITH IFRS
(All amounts are expressed in LEI, unless otherwise indicated)
| STATEMENT OF CHANGE OF EQUITY | Capital Social |
Adjustments of share |
Differences and reserves from |
Reserves legal |
Other reserves |
The Result witheld |
Total |
|---|---|---|---|---|---|---|---|
| capital | revaluation | equity | |||||
| Balance on January 01, 2023 | 13.036.325 | 8.812.271 | 32.423.851 | 2.607.265 | 15.861.059 | 5.503.751 | 78.244.522 |
| Profit or loss account and other elements of the overall result | |||||||
| Profit or loss | 4.680.872 | 4.680.872 | |||||
| Other elements of the overall result | |||||||
| Net change in the fair value of available-for-sale financial assets | |||||||
| Changes in the value of the assets used | |||||||
| Movements in the profit or loss account and other elements of the overall result |
|||||||
| Differences from the revaluation achieved transferred to the retained | |||||||
| result-current year | (873,754) | 733.954 | (139,800) | ||||
| Other equity items | 139.800 | 0 | 139.800 | ||||
| Legal reserves established | 0 | 0 | 0 | ||||
| Total profit or loss account and other elements of the overall | |||||||
| result | 0 | 0 | (733,954) | 0 | 0 | 5.414.826 | 4.680.872 |
| Other elements retained result - correction of accounting errors |
0 | 0 | 0 | 0 | (429,742) | (429,742) | |
| Other elements retained result - correction of accounting errors |
0 | 0 | 0 | 0 | 0 | (429,742) | (429,742) |
| Transactions with shareholders, registered directly in equity | 0 | 0 | 0 | 0 | `0 | 0 | 0 |
| Contributions from and distributions to shareholders/employees | 0 | 0 | 0 | 0 | 0 | (4,142,212) | (4,142,212) |
| Total transactions with shareholders | 0 | 0 | 0 | 0 | 0 | (4,142,212) | (4,142,212) |
| Balance as of June 30, 2023 | 13.036.325 | 8.812.271 | 31.689.897 | 2.607.265 | 15.861.059 | 6.346.623 | 78.353.440 |
Continued on next page
COMELF S.A. INTERIM FINANCIAL STATEMENTS AS OF June 30, 2023 IN ACCORDANCE WITH IFRS
(All amounts are expressed in LEI, unless otherwise indicated)
| Adjustments | Differences | ||||||
|---|---|---|---|---|---|---|---|
| STATEMENT OF CHANGE OF EQUITY | Capital | of share |
and reserves from |
Reserves | Other | The Result | Total |
| Registered | capital | revaluation | legal | reserves | witheld | equity | |
| Balance on January 01, 2022 | 13.036.325 | 8.812.271 | 30.844.391 | 2.607.265 | 15.861.059 | 4.279.347 | 75.440.658 |
| Profit or loss account and other elements of the overall result | |||||||
| Profit or loss | 4.142.212 | 4.142.212 | |||||
| 4. Other elements of the overall result | |||||||
| Net change in the fair value of available-for-sale financial assets | |||||||
| Changes in the value of the assets used | |||||||
| Movements in the profit or loss account and other elements of the overall result |
|||||||
| Differences from the revaluation achieved, transferred to the retained | |||||||
| result Other equity items |
1.299.859 279.601 |
0 | 0 | 1.467.908 (2,785,589) |
2.767.767 (2,505,988) |
||
| Legal reserves established | 0 | 0 | 0 | ||||
| Total profit or loss account and other elements of the overall |
|||||||
| result | 0 | 0 | 1.579.460 | 0 | 0 | 2.824.531 | 4.403.991 |
| Other items carried forward - correction of accounting errors |
0 | 0 | 0 | (100,127) | (100,127) | ||
| Other result items carried forward | 0 | 0 | 0 | 0 | 0 | (100,127) | (100,127) |
| Transactions with shareholders, registered directly in equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Contributions from and distributions to shareholders/employees | 0 | 0 | 0 | 0 | 0 | (1,500,000) | (1,500,000) |
| Total transactions with shareholders | 0 | 0 | 0 | 0 | 0 | (1,500,000) | (1,500,000) |
| Balance as of December 31, 2022 | 13.036.325 | 8.812.271 | 32.423.851 | 2.607.265 | 15.861.059 | 5.503.751 | 78.244.522 |
CASH FLOW STATEMENT
| 30 iunie 2023 | 31-12-2022 | |
|---|---|---|
| Profit net | 4,680,872 | 4,142,212 |
| Amortizari si provizioane | 3,765,414 | 7,652,753 |
| Cash operational brut | 8,446,286 | 11,794,965 |
| Variatia capitalului de lucru | ||
| Variatia creantelor | -9,954,919 | 724,833 |
| Variatia stocurilor | 13,444,890 | 3,255,803 |
| Variatia altor active curente | 626,524 | 193,856 |
| Variatia V/Ch in avans | 112,218 | 47,591 |
| Variatia furnizorilor | -547,562 | 3,090,102 |
| Variatie avansuri clienti | 144,606 | -496,355 |
| Variatie datorii salariati si asimilate | -434,307 | -1,587,833 |
| Cash operational net | 3,380,310 | 8,578,796 |
| Cash flow din investitii nete | 2,769,876 | 7,790,950 |
| Variatia datoriilor | ||
| Variatie credite pe termen scurt | (1,859,960) | 2,419,389 |
| Variatie credite pe termen lung | 13,600 | 3,957,920 |
| Variatie datorii asociati | -2,374 | -125,031 |
| Variatie alte datorii | - | - |
| Variatie capitaluri | (5,268,066) | -283,750 |
| Cash flow din finantari | (7,116,800) | 5,968,528 |
| Total variatii cash in perioada | (6,506,366) | 6,756,374 |
| Cash initial | 14,319,879 | 7,563,505 |
| Cash NET la sfarsit de perioada | 7,813,513 | 14,319,879 |
Cenusa Gheorghe Tatar Dana
General Manager Economic Manager
COMELF S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
OPIS NOTE
-
- Reporting entity 17. Staff costs
-
- Basics of preparation 18. Shipping costs
-
- Significant accounting policies 19. Other operating expenses
-
- Significant risk management 20. Income tax
-
- Financial assets available for sale 22. Deferred tax liabilities
-
- Receivables from contracts with customers 24. Earnings per share
-
- Trade receivables and other receivables 25. Financial elements
-
- Cash and cash equivalents 27. Affiliated parties
-
- Revenues from construction contracts
-
- Other incomes
-
- Tangible and intangible assets 21. Provisions for risks and expenses
-
- Tangible and intangible assets 21. Provisions for risks and expenses
-
- Inventories 23. Deferred income
-
-
- Inventories 23. Deferred income
-
- Value adjustments 26. Contingent assets and liabilities
-
- Value adjustments 26. Contingent assets and liabilities
-
- Equity 28. Capital commitments
-
- Loans 29. Operational segment reporting
-
- Trade and other payables 30. Approval of financial statements
-
- Management statement
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
NOTES TO THE FINANCIAL STATEMENTS IN ACCORDANCE WITH IFRS
1. Reporting entity
COMELF SA (the "Company") is a joint-stock company operating in Romania in accordance with the provisions of Law 31/1990 on companies and Law 297/2004 on the capital market, with subsequent additions and amendments. The company is headquartered in Bistrita, 4 Industriei Street, Bistrita Nasaud County, Romania.
The company was established as a commercial company in 1991 as a result of the reorganization of the former Bistrita Technological Equipment Company.
The compani'sshares are listed on the Bucharest Stock Exchange, the regulated market, with the code CMF, since November 20, 1995. Records of shares and shareholders are held in accordance with the law by the SC Depozitarul Central SA Bucharest.
Separate financial statements in accordance with International Financial Reporting Standards have been prepared for the first half of 2023.
The main activity of the Company is the manufacture of engines and turbines (except for those for airplanes, automobiles and motorcycles). The company also has as object of activity the manufacture of installations, subassemblies and components for power plants and environmental protection, equipment for earthmoving equipment, lifting and transport equipment, including their subassemblies, metal constructions. Manufacture of armament and ammunition, road transport vehicles and military combat vehicles.
2. Basics for preparation
a. Declaration of conformity
The financial statements have been prepared by the Company in accordance with:
- International Accounting Standard Interim Financial Reporting;
- Law 82 of 1991 on accounting republished and updated.
The financial statements prepared on June 30, 2023 are read together with the financial statements prepared for December 31, 2022 according to the same financial reporting framework. The financial statements as at June 30, 2023 are not audited.
3. Significant accounting policies
The accounting policies have been applied consistently over all the intervals presented in the financial statements prepared by the Company.
The individual financial statements are prepared based on the assumption that the Company will continue its activity in the foreseeable future. To assess the applicability of this hypothesis, management reviews forecasts of future cash inflows.
In order to ensure comparability of information, the balance of the account has been reclassified in the Statement of Financial Position as at 31.12.2022: Work in progress in the category:Current assets-Stocks, being classified in the Financial Statements as at 31.12.2022 in the category Current assets - Customer contract receivables;
4. Management of significant risks
The Company's management considers that risk management must be performed within a consistent methodological framework and that their management is an important component of the strategy to maximize profitability, achieve an expected level of profit while maintaining an acceptable risk exposure and compliance with legal regulations. The formalization of the risk management procedures decided by the Company's management is an integral part of the Company's strategic objectives.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
The investment activity leads to the Company's exposure to a variety of risks associated with the financial instruments held and the financial markets on which it operates. The main risks to which the Company is exposed are:
- market risk (price risk, interest rate risk and currency risk);
- credit risk;
- the risk related to the economic environment;
- operational risk.
- capital adequacy
The general risk management strategy aims at maximizing the Company's profit relative to the level of risk to which it is exposed and minimizing potential adverse variations on the Company's financial performance.
The company has implemented policies and procedures for managing and assessing the risks to which it is exposed. These policies and procedures are presented in the section dedicated to each type of risk.
(a) Market risk
Market risk is defined as the risk of recording a loss or not obtaining the expected profit, as a result of price fluctuations, interest rates and exchange rates for foreign currency. The company is exposed to the following market risk categories:
(i) Price risk
The company is exposed to price risk and there is a possibility that the value of the costs to complete the projects may be higher than the estimated value and the contracts may run at a loss. In order to cover the price risk generated by the increase of the basic raw material, metal, the company has a protection clause in its commercial contracts with customers, which allows it to update the sales price if the price of the basic raw material increases. The company also has a material purchasing policy that provides protection for a period of 2-3 months for confirmed orders, which ensures a balance for the period in which we reposition ourselves towards suppliers and customers.
(ii) Interest rate risk
As of June 30, 2023, most of the Company's assets and liabilities are not interest-bearing, with the exception of contracted loans and leasing contracts. As a result, the Company is not significantly affected by the risk of interest rate fluctuations. The Company does not use derivative financial instruments to hedge against interest rate fluctuations.
(iii) Currency risk
Currency risk is the risk of recording losses or of not realizing the estimated profit due to unfavorable exchange rate fluctuations. Most of the Company's financial assets and liabilities are expressed in national currency, the other currencies in which operations are performed being EUR, USD and GBP.
The majority of current assets are denominated in foreign currency (56%) and the Company's current liabilities are denominated in foreign currency (41%) and national currency (59%) and therefore exchange rate fluctuations do not significantly affect the Company's activity. Exposure to exchange rate fluctuations is due to mainly for current currency conversion transactions required for current payments in LEI.
COMELF S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
5. Tangible and intangible assets
On June 30, 2023 and December 31, 2022, tangible and intangible assets evolved as follows:
| Expenditure on research and development |
Intangible assets |
Lands | Buildings | Technical installations and machinery |
Other installations and furniture |
Tangible assets in progress |
Total | Down payments Fixed Assets |
Total fixed assets |
|
|---|---|---|---|---|---|---|---|---|---|---|
| 203 | 205 | 211 | 212 | 213 | 214 | 231 | 4093 | |||
| Balance on January 1st, 2023 |
59.864 | 1.347.543 | 21,247,075 | 40,789,917 | 95,404,980 | 503.867 | 6,405,825 | 165,759,071 | 995.184 | 166,754,255 |
| Acquisitions | 417 | 31.342 | 0 | 240.349 | 855.591 | 25.713 | 723.457 | 1,876,869 | 747.322 | 2,624,191 |
| Domestic production | 0 | 0 | 0 | 0 | 0 | 145.685 | 145.685 | 0 | 145.685 | |
| outputs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Outflow (discarded assets) |
0 | 0 | 0 | 0 | 70.700 | -70.700 | 0 | 0 | 0 | 0 |
| Internal transfers | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balance as of June 30, 2023 |
60281 | 1,378,885 | 21247075 | 41030266 | 96331270 | 458.880 | 7274967 | 167781624 | 1742506 | 169524130 |
| Accumulated depreciation |
||||||||||
| Balance as of January 1st, 2023 |
0 | 892.149 | 0 | 19398223 | 68634598 | 285.585 | 0 | 89210555 | 0 | 89210555 |
| Depreciation expense per year |
0 | 66.531 | 0 | 1336017 | 2750905 | 18.364 | 0 | 4171817 | 0 | 4171817 |
| Internal transfer | 0 | 0 | 0 | 0 | -349.526 | -56.877 | 0 | -406.403 | 0 | -406.403 |
| Cumulative depreciation of outflows |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balance as of June 30th, 2023 |
0 | 958.680 | 0 | 20734240 | 71035976 | 247.072 | 0 | 92975968 | 0 | 92975968 |
COMELF S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
| Balance as of January 1st, 2022 |
34.863 | 1248485 | 21,247,075 | 40,590,779 | 94,579,714 | 443.346 | 417.237 | 158,561,499 | 485.196 | 159,046,695 |
|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 25.001 | 99.058 | 0 | 37.857 | 616.343 | 60.521 | 5,262,762 | 6,101,542 | 3,019,475 | 9,121,017 |
| Domestic production | 0 | 0 | 0 | 0 | 0 | 0 | 1,180,709 | 1,180,709 | 0 | 1,180,709 |
| Outflow (discarded assets) |
0 | 0 | 0 | 0 | -84.679 | 0 | 0 | -84.679 | - 2,509,487 |
-2,594,166 |
| Internal transfers | 0 | 0 | 0 | 161.281 | 293.602 | 0 | -454.883 | 0 | 0 | 0 |
| Balance as of December 31st, 2022 |
59.864 | 1,347,543 | 21,247,075 | 40,789,917 | 95,404,979 | 503.867 | 6,405,825 | 165,759,070 | 995.184 | 166,754,255 |
| Accumulated depreciation |
||||||||||
| Balance as of January 1st, 2022 |
0 | 783.900 | 0 | 16,749,634 | 63,849,803 | 257.855 | 0 | 81,641,192 | 0 | 81,641,192 |
| Depreciation expense per year |
0 | 108.249 | 0 | 2,648,589 | 4,868,185 | 27.730 | 0 | 7,652,753 | 0 | 7,652,753 |
| Cumulative | 0 | |||||||||
| depreciation of outflows |
0 | 0 | 0 | -83.390 | 0 | 0 | -83.390 | 0 | -83.390 | |
| Balance as of | ||||||||||
| December 31st, 2022 |
0 | 892.149 | 0 | 19,398,223 | 68,634,598 | 285.585 | 0 | 89,210,555 | 0 | 89,210,555 |
| Net book value | ||||||||||
| On June 30, 2023 | 60.281 | 420.205 | 21,247,075 | 20,296,026 | 25,295,294 | 211.808 | 7,274,967 | 74,805,656 | 1,742,506 | 76,548,162 |
| On December 31, 2022 |
59.864 | 455.394 | 21,247,075 | 21,391,694 | 26,770,382 | 218.282 | 6,405,825 | 76,548,516 | 995.184 | 77,543,700 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
6. Financial assets available for sale
On June 30, 2023 and December 31, 2022, Comelf SA does not hold any financial assets available for sale.
7. Inventories
On June 30, 2023 and December 31, 2022, the stocks record the following balances:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Raw materials | 10,957,862 | 14,180,582 |
| Auxiliary materials | 57.977 | 38.450 |
| Fuel | 54.931 | 4.802 |
| Inventory items | 408.468 | 388.314 |
| Other | 117.896 | 326.621 |
| Production in progress | 16,705,219 | 19.529.710* |
| Finished product | 81.306 | 550.791* |
| Adjustments for depreciation of raw materials | -332 | -332 |
| Total | 28,383,327 | 35,018,938 |
The company did not register any value adjustments for the depreciation of inventories on June 30, 2023. No inventories were pledged for the contracted loans.
The accounting policies for the valuation of inventories are presented in Note 3.
8. Receivables from contracts with customers
As of June 30, 2023 and December 31, 2022, the receivables from commercial contracts are as follows:
| December 31, | |
|---|---|
| June 30, 2023 | 2022 |
| 48,894,514 | 38,913,538 |
| 0 | 0* |
| (2,215,838) | (2,215,838) |
| 46,678,676 | 36,697,700 |
Receivables from contracts with clients are shown net of advances received in the amount of 599,419 lei (December 31, 2022: 454,813 lei). Receivables from unbilled customer contracts have been reclassified as at 01.01.2023 to Inventories for comparability with the data as at 30.06.2023.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
9. Trade receivables and other receivables
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| VAT to be recovered | 981.907 | 2,567,367 |
| Down-payments made to domestic suppliers (excluding those for fixed assets) |
256.556 | 137.297 |
| Down-payments made to external suppliers | 157.808 | 464.261 |
| Down-payments made to fixed assets suppliers |
1,742,506 | - |
| Different debitors | 876.915 | 802.486 |
| Other receivables | 2,803,775 | 1,377,795 |
| Value adjustments | - | -1,010.987 |
| Total | 6,819,467 | 5,333,403 |
On June 30, 2023 and December 31, 2022, trade and other receivables are as follows:
Exposure to credit and currency risk, as well as impairment losses on commercial contracts and other receivables, are disclosed after the Note on sundry debtors.
On 30.06.2023, the value adjustments were reversed, following the recovery of the loan for which they were established.
10 . Impairment adjustments for current assets
The evolution of impairment adjustments on current assets 30 June 2023 was as follows:
| Balance on 01 | Balance as of | |||
|---|---|---|---|---|
| January 2023 | increases | Decreases | June 30th, 2023 | |
| Value adjustments regarding receivables from contracts with customers |
2,215,838 | - | - | 2,215,838 |
| Value adjustments for miscellaneous debtors |
1,010,987 | - | 1,010,987 | 0 |
| Total | 3,226,825 | - | 1,010,987 | 2,215,838 |
The adjustment in the amount of 1,010,987 lei represented an adjustment in the amount of 100% of the value of a claim older than 1 year, which is in dispute, which was received in January 2023.
The value adjustments for the amount of 1,741,322 lei are constituted for a number of 8 clients, out of which one is in dispute for the amount of 949,436 lei.
The adjustment in the amount of 474,516 lei constitutes an adjustment of fixed assets (performance bond provisions)
The reasons why the entity considered current and fixed assets as impaired are mainly related to receipts and / or non-compliances closures pending with customers.
11. Cash and cash equivalents
At 30 June 2023 and 31 December 2022, cash and cash equivalents are as follows:
| June 30, 2023 | December 31, 2022 | ||
|---|---|---|---|
| Amounts available in bank accounts in local currency Amounts available in bank accounts in foreign |
1,556,797 | 665.242 | |
| currency | 6,254,644 | 13,650,966 | |
| Cash | 2.072 | 3.671 | |
| Gift Certificates | 0 | 0 | |
| Total | 7,813,513 | 14,319,879 |
Current accounts opened with banks are permanently available to the Company and are not restricted.
Liquidity management
The responsibility for the liquidity risk lies with the Board of Directors and the executive management of Comelf, which establishes the liquidity management through REB and the cash flow, prepared on the whole company and for each subunit separately. The company manages liquidity risk by maintaining adequate reserve amounts, by operating capital loan limit and by daily monitoring of cash flows.
12. Equity
(a) Share capital
As of June 30, 2023, no changes were made on the value of the share capital (13,036,325.34 LEI) and on the number of shares (22,476,423 shares).
On 30 June 2023 and 31 December 2022, the Company's shareholding structure is:
| June 30, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Number of shares |
Total face value |
% | Number of shares |
Total face value |
% | |
| Uzinsider SA Other |
18,189,999 | 10,550,199 | 80.93% | 18,189,999 | 10,550,199 | 80.93% |
| shareholders | 4,286,424 | 2,486,126 | 19.07% | 4,286,424 | 2,486,126 | 19.07% |
| Total | 22,476,423 | 13,036,325 | 100% | 22,476,423 | 13,036,325 | 100% |
All shares are ordinary, have been subscribed, have the same voting right and have a nominal value of 0.58 lei / share.
The restated share capital contains the following components:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Social capital | 13,036,325 | 13,036,325 |
| Share capital adjustments - IAS 29 |
8,812,271 | 8,812,271 |
| Social capital portrayed | 21,848,596 | 21,848,596 |
The effect of hyperinflation on the share capital in the amount of 8,812,271 lei was registered by decreasing the carried forward result (earnings).
Capital management
The company manages its capital in order to ensure the continuity of the activity in financial equilibrium. The capital structure for the next period in 2023 remains unchanged and no significant changes are foreseen regarding the proportion of the capital in total assets.
(a) Legal reserves
According to the legal requirements, the Company has legal reserves in the amount of 5% of the gross profit registered according to IFRS at the reporting date, but not more than 20% of the share capital valid at the date of establishing the reserve.
Legal reserves cannot be distributed to shareholders, but can be used to cover cumulative losses.
(b) Revaluation reserves
The revaluation reserve is fully associated with the revaluation of the company's tangible assets.
(c.) Dividends
During 2023, in accordance with the Decision of the Ordinary General Meeting of Shareholders, the Company decided to distribute dividends from the earnings of the financial year ended December 31, 2022. The company distributed gross dividends in the amount of 4,142,212 lei (representing 0.18 lei/share). Until 30 June 2023 the company paid to shareholders dividends in the amount of 3,627,248 lei. On 30 June 2023 the balance of dividends payable is 937,926 lei.
13. Loans
a) Account overdraft
As at June 30th, 2023 the Company has a working capital loan agreement with ING Bank Romania agreement no. 11438/09.11.2011, with annual maturity, renewable in November of each year.The subject of the agreement is a loan facility in the amount of EUR 8,400,000 (EUR 7,800,000 balance at 30. 06.2023),and in the remaining period until the end of 2023 the company will repay the amount of EUR 400,000 in 2 equal quarterly instalments.The credit was accessed for temporary working capital insurance,to support operational activities,in line with the new cash conversion cycle.
For the granted facility, the Company will pay interest at the rates specified below:
- for the EUR amounts used from the facility, the annual interest rate is EURIBOR/LIBOR/ROBOR 1M plus a margin of 1.15% per year;
On June 30, 2023, the Company records an overdraft balance in the amount of 38,722,320 lei (December 31, 2022: 40,568,680 lei).
b). Leasing contracts
During 2018, the Company undertook the acquisition of a vehicle for passenger transport, on lease. Leasing contract no. 30154891 was signed on 16.02.2018, lender Unicredit Leasing Corporation IFN, financed amount 18.110,40 EUR, payable in 60 monthly installments, contract was finalized on 28 February 2023.
During 2019, the Company undertook the purchase of three leased passenger vehicles.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
Lease contracts no.234267,234268,234269 were concluded on 08.01.2019,financier Porsche Leasing,financed value 38,443.31 EUR,payable in 60 monthly instalments.Balance at 30.06.2023 is 7,085.31eur.
Also during 2019, the Company committed to the purchase of a CLOOS Robotic Welding System on lease. The leasing contract nr.120882 was signed on 22.05.2019, the lender BRD Sogelease financed the amount 179,660.70 eur, payable in 60 monthly installments. The balance on 30.06.2023 is 69,796.16 eur.
The main mortgages in favor of ING BANK, related to loans are:
- Land with an area of 13.460 sqm and buildings with a built surface of 12.600 sqm, with topographic number 8118/1/6, registered in CF 8685 of Bistrita, inventory value = 2.780.904 lei.
- Land with an area of 20.620 sq.m and buildings with a built surface of 17894 sq.m, with topographic number 8118/1/15, registered in CF 8694 of Bistrita, inventory value = 4.673.623 lei.
-
Land with an area of 581 sq.m and buildings with a built surface of 572,93 sq.m, with topographic number 6628/2/2/1/2, registered in CF 8697 of Bistrita and topographic number 6628/2/2/1/2/I, registered in CF 8697/I of Bistrita, inventory value = 1.217.062 lei.
-
CF 55054 topo 8118/1/5 land with a surface area of 16820 sqm, cad C1 SIDUT monoblock hall.
Total assessed value: EUR 12,660,000.
- Pledge of technological equipment with a net book value on 30.06.2023 of 1,859,784.56 lei ;
14. Trade and other payables
As of June 30, 2023 and December 31, 2022, trade payables and other payables are as follows:
| June 30, | ||
|---|---|---|
| 2023 | December 31, 2022 | |
| Trade payables | 26,333,520 | 26,881,082 |
| Debts to budgets | 2,728,242 | 3,811,126 |
| Debts to staff | 3,358,532 | 3,012,548 |
| Silver dividend | 937.926 | 422.962 |
| Other loans and similar debts | 217.778 | 144.182 |
| Total | 33,575,998 | 34,271,900 |
Trade payables at 30 June 2023 in the amount of 33,575,998 lei (31December 2022: 34,271,900 lei) are in accordance with the contracts concluded with the suppliers.
As at 30 June 2023 and 31 December 2022 , payables to the budgets mainly include contributions related to salaries, for which compensation has been requested with VAT to be recovered from the State Budget. The company has no outstanding debts to the state budget and the social security budget;
15. Revenues from contracts with customers
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Revenues from contracts with customers related to the delivered goods, for which the full transfer of |
91,123,722 | 76,346,161 |
COMELF S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| ownership to the customer was made (ct 701) | ||
| Revenues from contracts with clients, recognized by execution stages, estimated at the level of receivables entered in contracts, in proportion to the actual expenditure related to the planned expenditure, for the same execution phase (balance 711500) |
-3,218,456 | -526.358 |
| TOTAL | 87,905,266 | 75,819,803 |
In determining revenues from contracts with customers, the entity permanently evaluates the level of actual costs compared to the initial costs, pre-calculated and recognizes revenues in execution stages proportional to the level of costs that contribute to the progress of the entity and were reflected in the contract price. and the physical stage of execution of the contract. The company transfers in time (in stages), to the client, the control over the goods fulfilling an execution obligation, thus recognizing revenues in time, at each execution stage. The company manufactures goods based on designs, only at the request of customers, based on firm orders.
The evaluation of the revenues from the contracts with the clients, on execution stages, is made taking into account the physical stage of execution of the contracts which is established at the end of each month by physical inventory, the costs actually accumulated corresponding to the physical stage. budgets specific to the physically determined stage of execution. Depending on the evolution of the actual costs compared to the budgeted costs, without taking into account the possible unfavorable evolutions of the actual costs, the Company recognizes an income, based on the total income to be obtained related to the contract balanced with the evolution of the corrected actual cost (without negative deviations) for the execution of the contract.
June 30, 2023 June 30, 2022 Rental income 5.262 111.210 Income from various activities (rebilling utilities) 3,538,804 3,184,577 Revenues from the sale of residual products 1,587,291 1,862,311 Revenue from services rendered 496.554 1,160,738 Total 5,627,911 6,318,836 16b. Other incomes The position includes: June 30, 2023 June 30, 2022 Income from investment grants 667.411 852.397 Income from the production of tangible assets - - Income from operating subsidies 28.994 40.388 Income from disposed of fixed assets - 3.257 Other incomes - - Total 696.405 896.042
16a. Other revenue related to turnover
The position includes:
Income from the production of tangible fixed assets as at 30 June 2023 has been offset against the related expenses according to the provisions of Order 2844/2016 as follows: expenses with raw materials and
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
other material expenses in the amount of 145,685 lei.Therefore, the amount recorded in item 16b Other income in the amount of 696,405 lei does not include income from the production of fixed assets in the amount of 145,685 lei.
Income from the production of tangible fixed assets as at 30 June 2022 has been offset against the related expenses according to the provisions of Order 2844/2016 as follows: expenses with raw materials and other material expenses in the amount of 509,058 lei.Therefore, the amount recorded in item 16b Other income in the amount of 896,042 lei does not contain income from the production of fixed assets in the amount of 509,058 lei.
17. Staff costs
The average number of employees at 30 June 2023 and 30 June 2022 was as follows:
| June 30, 2023 |
% | June 30, 2022 | % | |
|---|---|---|---|---|
| Direct productive staff Management and administration |
391 | 62% | 410 | 63% |
| staff | 241 | 38% | 238 | 37% |
| Total | 632 | 100% | 648 | 100% |
Staff costs were as follows:
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Staff salary expenses | 24,403.308 | 21,363.310 |
| Expenses with meal vouchers and salary benefits | 2,006,666 | 1,448,240 |
| Expenses regarding insurance and social protection | 1,084,261 | 983.627 |
| Total | 27,494,235 | 23,795,177 |
The amounts awarded to key management personnel, Board members and directors, were as follows (gross amounts) and are included in the amounts shown above. Staff costs are shown gross. Gross expenses with staff are recorded.
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Salary expenses - managers/directors |
1,659,909 | 1,212,845 |
| B.D. allowance | 126.755 | 117.480 |
| Total | 1,786,664 | 1,330,325 |
The Company did not grant loans or advances to members of the administrative, management or supervisory bodies as at 30 June 2023 and 30 June 2022.
As of June 30, 2023, the management of the company COMELF SA had the following composition:
• Members of the Company's Board of Directors:
| Savu Constantin | Chairman |
|---|---|
| Babici Emanuel | member |
| Mustata Costica | member |
| Sofroni Vlad | provisional member |
| Parvan Cristian | member |
• Members of the Executive Management of the Company:
| Cenusa Gheorghe | General Manager |
|---|---|
| Pop Mircea | Deputy General Manager Business Operation |
| Oprea Paul | Deputy General Manager - Technical and Production |
| Tatar Dana | Economic Manager |
| Serban Marcela | Raw Material Procurement Manager |
| Jurje Valeriu | Quality Manager |
| Tatar Eugen | Factory Executive Manager |
| Viski Vasile | Factory Executive Manager |
| Campian Cosmin, | Factory Executive Manager |
As of June 30, 2022, the management of the company COMELF SA had the following composition:
| • Members of the Company's Board of Directors: |
||
|---|---|---|
| Savu Constantin | Chairman | |
| Babici Emanuel | member | |
| Mustata Costica | member | |
| Sofroni Vlad | member | |
| Parvan Cristian | member |
• Members of the Executive Management of the Company:
| Cenusa Gheorghe | General Manager |
|---|---|
| Pop Mircea | Deputy General Manager Business Operation |
| Oprea Paul | Deputy General Manager - Technical and Production |
| Tatar Dana | Economic Manager |
| Serban Marcela | Raw Material Procurement Manager |
| Jurje Valeriu | Quality Manager |
| Barbuceanu Florentin | Factory Executive Manager |
| Viski Vasile | Factory Executive Manager |
| Campian Cosmin | Factory Executive Manager |
| 18. Shipping costs. |
This position includes:
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Expenses for the transport of raw materials | 767.168 | 562.370 |
| Expenses for transporting finished products | 1,934,735 | 2,027,108 |
| Expenses for transporting employees | 423.106 | 360.869 |
| Other transport costs | - | - |
| Total | 3,125,009 | 2,950,347 |
19a. Other expenses related to income
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Maintenance and repair expenses | 660.204 | 627.016 |
| Rent expenses | 112.204 | 180.047 |
| Insurance expenses | 186.434 | 179.860 |
| Expenses with personnel training | 145.886 | 60.023 |
| Outsourcing expenses | 1,448,432 | 1,144,149 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Expenses regarding commissions and fees | 1,005,556 | 438.539 |
| Protocol expenses | 34.172 | 27.376 |
| Expenses with travel, secondments and transfers | 41.032 | 40.055 |
| Postal charges and telecommunications charges | 272.350 | 251.400 |
| Expenses with banking and similar services | 55.383 | 55.496 |
| Other expenses with services provided by third parties |
987.831 | 1,056,147 |
| Expenses with other taxes and fees | 588.871 | 547.500 |
| Total | 5,538,355 | 4,607,608 |
| 19b. Other expenses | ||
| June 30, 2023 | June 30, 2022 | |
| Total | 228.817 | 175.143 |
The item "Outsourcing Expenses" includes direct expenses related to the production process (processing, services).
The item "Fees and commissions expenses" includes expenses for intermediation of client contracts.
20. Income tax
The Company's current profit tax as of June 30, 2023 is determined at a statutory rate of 16% based on IFRS profit.
The income tax expense on June 30, 2023 and June 30, 2022 is detailed as follows:
| June 30, 2023 | June 30, 2022 | ||
|---|---|---|---|
| Current income tax expense | 750.727 | 283.234 | |
| Total | 750.727 | 283.234 |
21. Provisions for risks and expenses
As of June 30, 2023, the Company has registered provisions for risks and expenses in the amount of 1,116,027 lei (1,144,729 lei as of December 31, 2022). Their summarized situation is presented below:
| Provision for guarantees |
Pension provision |
Provision for litigation |
Other provisions |
Total | |
|---|---|---|---|---|---|
| Balance as of January 1st, 2023 | 0 | 161.930 | 0 | 982.798 | 1,144,728 |
| Established during the interval | 0 | 0 | 0 | 0 | |
| Used during the interval | 0 | 0 | 0 | 0 | 0 |
| Real estate receivables value adjustments (ct 2968) |
0 | 0 | |||
| Resumed during the interval | 0 | 0 | 0 | (28,701) | (28,701) |
| Balance as of June 30, 2023 | 0 | 161.930 | 0 | 954.097 | 1,116,027 |
| Long-term | 0 | 161.930 | 0 | 0 | 161.930 |
| short term | 0 | 0 | 0 | 954.097 | 954.097 |
• Pension provisions in the amount of 161,930 lei (December 31, 2022: 161,930 lei).
According to the collective labor contract, the Company offers cash benefits depending on the length of service upon retirement for employees. The provisioned amount was calculated taking into account the amount provided for retirement based on seniority in the company, the time to retirement for each employee adjusted by the average variance rate of the Company's staff in the last 5 years, respectively 23.55%.
- Other provisions in the amount of 954.097 lei (December 31, 2022: 982.798 lei) include:
- The provision related to the redemption of pension insurance policies for the amount of 780.625 lei, are loyalty pension rights of COMELF employees, granted under the law and the Collective Labor Agreement, to be paid to employees (short term).
- The amount of 173,472 includes a provision for potential commercial penalties, according to commercial contracts.
22. Deferred tax liabilities
Deferred tax liabilities as of June 30, 2023 and June 30, 2022 are generated by the items detailed in the following table:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Deferred tax receivables | - | - |
| Deferred tax liabilities related to reserves made up of | ||
| reinvested earnings | (922,602) | (922,602) |
| Deferred tax liabilities related to revaluation |
||
| differences of tangible assets. | (4,708,582) | (4,848,382) |
| Deferred tax, net | (5,631,184) | (5,770,984) |
23. Deferred income
1) The company received a government subsidy in 2013, in the amount of 16,550,541 lei within the project "Fundamental modification of manufacturing flows and the introduction of new technologies with the aim of increasing productivity and competitiveness on the internal and external market of SC COMELF SA".
The total approved value of the project was 44,334,265 lei, of which 27,635,774 lei represented the contribution from the Beneficiary. The project implementation period was 24 months from 04.02.2013. On June 30, 2023, the Company resumed in revenue the amount of 574.619 lei (June 30, 2022: 726,458
lei), representing the amortization of subsidies.
2) The company signed in 2018 (03.05.2018) a financing contract in the framework of POIM, having as objective the granting of a non-reimbursable financing by AM POIM for the implementation of the project "Smart Metering application for utilities consumption", the total approved value of the financing contract was 1,072,188.43 lei, of which the non-reimbursable financing was 900,988.68 lei. The value of the received subsidy was 892,572 lei.
On June 30, 2023, the Company resumed in revenue the amount of 42.278 lei (June 30, 2022: 42,285 lei), representing the amortization of subsidies.
3) The company signed in 2020 (11.06.2020) a funding contract under the EEA and Norway Grants 2014 - 2021, with the objective to receive a grant from Innovation Norway for the implementation of "An investment in a smarter and more efficient future", the total value of the funding contract was EUR 632,500, of which the grant was up to EUR 350,000. In November 2021, a ''unit for the production of renewable energy from photovoltaics with a capacity of 1,200 Mwp/year'' was commissioned.The total
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
value of the investment as of 31.12.2021 was 2,998,953 lei, of which the value of the grant received in March 2022 is 1,513,994.
On June 30, 2023, the Company resumed in revenue the amount of 50.514 lei (June 30, 2022: 58,878 lei), representing the amortization of subsidies.
The accounting policies adopted are presented in Note 3.
24. Earnings per share
The calculation of the basic earnings per share was performed based on the profit attributable to ordinary shareholders and the balanced average number of ordinary shares:
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Profit attributable to ordinary shareholders | 4,680,872 | 1,968,240 |
| Balanced average number of ordinary shares | 22,476,423 | 22,476,423 |
| Basic earnings per share | 0.21 | 0.09 |
Diluted earnings per share are equal to basic earnings per share, as the Company has not recorded any potential ordinary shares.
25. Net financial expenses
The financial elements are the following:
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| Interest income | 26.320 | 41 |
| Income from exchange rate differences | 428.331 | 45.528 |
| Other items of financial income | 439.089 | 90.790 |
| Total financial income | 893.740 | 136.359 |
| Interest expenses | (622,901) | (183,978) |
| Expenses with exchange rate differences | (811,144) | (289,284) |
| Other elements of financial expenses | (695,841) | (282,116) |
| Total financial expenses | (2,129,886) | (755,378) |
26. Contingent liabilities and debts
(a) Environmental contingencies
Environmental regulations are in development in Romania, and the Company did not register any obligations on June 30, 2023 for any anticipated costs, including legal and consulting fees, site studies, design and implementation of remediation plans, on environmental elements.
The Company's management does not consider the expenses associated with possible environmental problems to be significant.
(b) Transfer price
According to Order 442/2016, the category of large taxpayers that exceed the following value thresholds in transactions with affiliated parties:
▪ 200,000 euros, in case of interest collected / paid for financial services, calculated at the exchange rate communicated by the National Bank of Romania valid for the last day of the fiscal year;
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
- 250,000 euro, in the case of transactions regarding the provision of services received / provided, calculated at the exchange rate communicated by the National Bank of Romania valid for the last day of the fiscal year;
- 350,000 euro, in the case of transactions concerning purchases/sales of tangible or intangible goods, calculated at the exchange rate communicated by the National Bank of Romania valid for the last day of the fiscal year.
Such entities have the obligation to draw up the file of transfer prices and to make it available to the fiscal bodies, upon request within 10 days from the date of the request by the authorized fiscal body. Comelf SA has prepared the file of transfer prices for 2022.
27. Transactions and balances with affiliated parties
The affiliated parties as well as a brief description of their activities and relations with the Company are as follows:
The transactions with the companies within the group are carried out based on the framework commercial contracts in which the rights and obligations of each party are stipulated, specifying the type of contract:
-
- commission contract, consultancy contract, electricity purchase contract, sale-purchase contract;
The rights and obligations of the parties are well delimited by the contractual clauses, the eventual litigations being within the competence of the International Arbitration Court attached to the Chamber of Commerce and Industry of Romania.
Transactions between the parties will be based on the principle of uncontrolled competition.
| Affiliated party | Activity | Description of the type of business relation |
|---|---|---|
| Uzinsider SA | Consulting services | Uzinsider SA is the majority shareholder |
| Uzinsider Techo SA | Sale of products | |
| Commission services | ||
| Uzinsider General Contractor SA | Acquisition of electricity | |
| Promex SA | Collaborations in the manufacture of subassemblies |
|
| 24 Ianuarie SA | Collaborations in the manufacture of subassemblies |
Based on the framework contract, firm orders are issued, the purpose of which is monitored, following the full observance of the contact clauses.
The other companies are related to Comelf SA due to a combination of common management and / or persons who are also shareholders of the other companies.
a) Receivables and payables from related parties
As at 30 June 2023 and 31 December 2022, receivables from related parties are as follows:
| Receivables from | June 30, 2023 | 31decembrie 2022 |
|---|---|---|
| Uzinsider Techo SA | 18,603,042 | 10,534,289 |
| Uzinsider General Contractor SA | 237.419 | 237.418 |
| Promex SA | 0 | 0 |
| 24 Ianuarie SA | 0 | 0 |
| Total | 18,840,460 | 10,771,707 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
As at 30 June 2023 and 31 December 2022, payables to related parties are as follows:
| Debts to | December 31, | |
|---|---|---|
| June 30, 2023 | 2022 | |
| Uzinsider SA | 279.427 | 162.068 |
| Uzinsider Techo SA | 1,061,008 | 785.034 |
| Uzinsider General Contractor SA | 790.511 | 1,173,985 |
| Promex SA | 0 | 0 |
| 24 Ianuarie SA | 0 | 0 |
| Total | 2,130,946 | 2,121,087 |
b) Affiliated party transactions
The sales of goods and services to the affiliated parties are carried out at prices similar to those in the contracts concluded with external beneficiaries, as follows:
| Sales in the year ended at: | June 30, 2023 | June 30, 2022 |
|---|---|---|
| Uzinsider Techo SA | 17,651,782 | 6,372,281 |
| Uzinsider General Contractor SA | 0 | 72.353 |
| Promex SA | 0 | 0 |
| 24 Ianuarie SA | 0 | 11.750 |
| Total | 17,651,782 | 6,456,384 |
The acquisitions from the affiliated parties were made at the acquisition value according to the contracts, as follows:
| Acquisitions in the year ended at: | June 30, 2023 | June 30, 2022 |
|---|---|---|
| Uzinsider SA | 371.004 | 408.576 |
| Uzinsider Techo SA | 794.353 | 393.724 |
| Uzinsider General Contractor SA | 5,125,034 | 4,952,521 |
| Promex SA | 0 | 0 |
| 24 Ianuarie SA | 0 | 0 |
| Total | 6,290,391 | 5,754,821 |
As there were no delays as to the contact deadlines, no impairment losses related to these transactions were recognized during the year.
The general terms and conditions provided in the relations concluded with the affiliated parties are the following: payment terms 60-150 days, payment methods with payment order and compensations, no guarantees are constituted, and there are no penalties for non-payment.
28. Capital commitments
Procurement commitments for the period 2023 are limited to own sources of financing and are estimated at 1,279 million Euro. Euro. On 30.06.2023 the value of fixed assets was 1.8 million lei.
29. Operational segment reporting
The productive activity of the Company takes place within the factories organized as profit centers:
- Stainless Steel Products Factory ("FPI")
- Earthmoving Machinery and Equipment, Filters and Electrofilters Factory ("FUET")
- Earthmoving Components and Machines Factory ("TERRA")
The Company's activity involves exposure to a number of inherent risks. These include economic conditions, changes in legislation or tax rules. A variety of measures are taken to manage these risks. At the level of the Company, there is a risk-reporting system designed to identify current and potential obligations and to facilitate timely action. Insurance and taxation are also managed at the Company level.
The Company regularly carries out review activities to identify and monitor ongoing litigations and processes.
The essential decisions are taken by the Board of Directors. The operating segments are managed independently, as each of them represents a strategic unit with different products:
- FPI the most important products are: stainless steel (equipment for gas turbine power plants, components for wind installations, components for freight wagons, components for combustion air filtration) and carbon steel (equipment for gas turbine power plants, chassis for turbines, compressors, generators, conveyors with metal belt, components for transport, assembly and equipment of wind installations, components for transcontainer handling machines);
- FUET the most important products are: naval equipment, filters for asphalt stations, components for freight wagons, components for asphalt cutters, components for excavators, motor housings and electric generators, equipment for industrial gas dedusting, equipment for power plants with gas turbines, wastewater treatment and purification equipment, hydromechanical and hydropower equipment, technological equipment;
- TERRA the most important products are: earthmoving machines with final assembly (crushers, asphalt pouring machines), components for earthmoving machines (chassis, arms, frames), mobile presses for compacting car bodies, fixed presses andequipment components for compacting metal waste, telescopic cranes, subassemblies for heavy-duty dump trucks.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
Reporting by operating segments
| FPI | FUET | TERRA | Center | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
|
| External revenues of the segment |
29,910,596 | 23,536,342 | 35,680,156 | 34,924,804 | 23,316,676 | 19,506,118 | 5,467,839 | 5,754,500 | 94,375,267 | 83,721,764 |
| Total segment revenues | 29,910,596 | 23,536,342 | 35,680,156 | 34,924,804 | 23,316,676 | 19,506,118 | 5,467,839 | 5,754,500 | 94,375,267 | 83,721,764 |
| Net financial costs | -201.679 | -113.099 | -364.617 | -240.993 | -303.882 | -115.053 | -365.968 | -149.874 | -1,236,146 | -619.019 |
| Depreciation and amortization |
910.855 | 881.475 | 1,334,708 | 1,499,871 | 1,001,594 | 993.651 | 518.257 | 469.426 | 3,765,414 | 3,844,423 |
| Income tax expense | -154.784 | -13.760 | -93.263 | -80.362 | -150.726 | 0 | -351.954 | -185.978 | -750.727 | -280.100 |
| The net result for the interval |
790.433 | 71.728 | 485.240 | 416.594 | 791.888 | -167.437 | 2,613,311 | 1,647,355 | 4,680,872 | 1,968,240 |
| June 30, 2023 |
December 2022 |
June 30, 2023 |
December 2022 |
June 30, 2023 |
December 2022 |
June 30, 2023 |
December 2022 |
June 30, 2023 |
December 2022 |
|
| Segment assets | 45,848,989 | 46,010,759 | 52,053,874 | 55,156,463 | 25,318,757 | 29,793,255 | 41,279,019 | 36,957,959 | 164,500,639 | 167,918,436 |
| Segment debts | 10,250,854 | 11,533,704 | 11,109,058 | 10,963,605 | 5,774,587 | 5,652,825 | 59,012,700 | 61,523,780 | 86,147,199 | 89,673,914 |
All amounts presented as a total correspond to the amounts presented in the financial statements, without the need for reconcilement. The total income of the segment corresponds to the item income plus other income, and the other items with similar items in the financial statements
COMELF S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30th, 2023 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
In the total operational revenues of the segment in the amount of 94,375,267 lei (as of June 30, 2023) and 83,721,764 lei (as of June 30, 2022), the major types of products and services are the following:
| June 30, 2023 | 30 June 202 | ||
|---|---|---|---|
| Equipment for power-generation industry | |||
| and components | 40,337,020 | 31,388,170 | |
| Equipment for earthworks and components | 44,936,090 | 37,819,786 | |
| Lifting and handling equipment | 3,281,180 | 3,760,324 | |
| Technological equipment (metallurgy) | 0 | 0 | |
| Manufacture of rolling stock | 3,050,980 | 4,814,590 | |
| Other types | 2,769,997 | 5,938,894 | |
| TOTAL | 94,375,267 | 83,721,764 |
The main customers with more than 10% of turnover and the business segment where these revenues are included are the following:GENERAL ELECTRIC (including indirect sales through Uzinsider Techno) 28% ; KOMATSU 14% .
30. Approval of financial statements
The financial statements were approved by the Board of Directors on 31.08.2023.
31. Management statement
We confirm that, to the best of our knowledge, the unaudited financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company in accordance with applicable accounting standards.
Cenusa Gheorghe Tatar Dana General Manager Economic Manager