Quarterly Report • May 16, 2023
Quarterly Report
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Including the Interim Condensed Consolidated Financial Statements of Ronson Development SE for the three months ended 31 March 2023 and the Interim Condensed Company Financial Statements of Ronson Development SE for the three months ended 31 March 2023
| Management Board Report | 2 |
|---|---|
| Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2023 | |
| Interim Condensed Consolidated Statement of Financial Position | 19 |
| Interim Condensed Consolidated Statement of Comprehensive Income | 20 |
| Interim Condensed Consolidated Statement of Changes in Equity | 21 |
| Interim Condensed Consolidated Statement of Cash Flows | 22 |
| Notes to the Interim Condensed Consolidated Financial Statements | 23-54 |
| Interim Condensed Standalone Statement of Financial Position | 55 |
|---|---|
| Interim Condensed Standalone Statement of Comprehensive Income | 56 |
| Interim Condensed Standalone Statement of Changes in Equity | 57 |
| Interim Condensed Standalone Statement of Cash Flows | 58 |
| Notes to the Interim Condensed Standalone Financial Statements | 59-64 |
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The shares of the Company were traded on the Warsaw Stock Exchange until 28 April 2022. As at 31 March 2023, 100% of the Company's shares are controlled by Amos Luzon Development and Energy Group Ltd. ("A. Luzon Group"), whereas 32.98% of the shares are held directly by A. Luzon Group, 66.06% of the shares are held via I.T.R. Dori B.V., a fully owned subsidiary of A. Luzon Group and 0.96% of the shares are own shares of the Company.
The Company together with its subsidiaries, ('the Group') is active in the development and sale of residential units, primarily apartments, in residential real-estate projects to individual customers in Poland as well as in the PRS ("Private Rented Sector") where development first started in 2021. The Company has been operating through its subsidiaries on the following markets in Poland: Warsaw, Wrocław, Poznań and Szczecin.
During the three months ended 31 March 2023, the Group realized sales of 223 units with the total value of PLN 133.1 million, which is a increase of 91.9% comparing to sales of 99 units with the total value PLN 45.6 million during the three months ended 31 March 2022.
Until 31 March 2023 the Group delivered 42 units in 100% owned projects which represent a total revenue of PLN 21.8 million comparing to delivery of 268 units in 100% owned projects with a total revenue value of PLN 112.4 million during three months ended 31 March 2022.
As at 31 March 2023, the Group has 1,164 units available for sale in 12 locations, of which 1,058 units are in ongoing projects and the remaining 106 units are in completed projects. The ongoing projects comprise a total of 1,484 units, with an aggregate floor space of 81,034 m2 . The construction of 752 units with a total area of 41,553 m2 is expected to be completed during remaining period of 2023.
The Group has a pipeline of 17 projects in different stages of preparation, representing approximately 4,806 units with an aggregate floor space of approximately 267,906 m2 for future development of the residential activity, in such cities as: Warsaw, Poznań, Wrocław, Szczecin and 4 projects representing approximately 677 units with an aggregate floor space of 25,272 m2 for future development of PRS in Warsaw.
During the remaining period of 2023, the Group is considering commencement of three projects comprising 155 units with a total area of 11,731 m2 .
In addition to the above as at 31 March 2023 the Group is in different stages of process for finalizing the purchase of 4 plots located in Warsaw with a total projected PUM of 129,234 m2 with an estimated 2,868 units for construction for a total purchase price of PLN 212.8 million.
The following table specifies revenue, cost of sales, gross profit and gross margin during the three months ended 31 March 2023 on a project by project basis:
| delivered units | Information on the | Revenue (1) | Cost of sales (2) | Gross profit |
Gross margin |
||||
|---|---|---|---|---|---|---|---|---|---|
| Project | Number of units |
Area of units (m2) |
PLN thousands |
% | PLN thousands |
% | PLN thousands |
% | |
| Miasto Moje VI | 23 | 1,096 | 10,287 | 47.1% | 6,972 | 45.8% | 3,316 | 32.2% | |
| Miasto Moje V | 13 | 900 | 7,351 | 33.7% | 5,060 | 33,2% | 2,291 | 31.2% | |
| Viva Jagodno IIa | 3 | 155 | 1,290 | 5.9% | 1,043 | 6.8% | 247 | 19.1% | |
| Moko I | 1 | 123 | 1,162 | 5.3% | 821 | 5.4% | 340 | 29.3% | |
| Nowe Warzymice III | 1 | 84 | 651 | 3.0% | 470 | 3.1% | 180 | 27.7% | |
| Miasto Moje IV | 1 | 61 | 562 | 2.6% | 399 | 2.6% | 163 | 28.9% | |
| Moko II | - | - | 132 | 0.6% | 104 | 0.7% | 28 | 21.4% | |
| Viva Jagodno I | - | - | 31 | 0.1% | 23 | 0.1% | 9 | 27.7% | |
| Sakura I-IV | - | - | 29 | 0.1% | 56 | 0.4% | (27) | -92.8% | |
| Sakura Idea | - | - | 28 | 0.1% | 31 | 0.2% | (3) | -10.9% | |
| Ursus Centralny Ib | - | - | 23 | 0.1% | 35 | 0.2% | (12) | -51.6% | |
| Pozostałe (4) | - | - | 286 | 0.0% | 7 | 0.0% | 64 | 23.2% | |
| Total / Average | 42 | 2,419 | 21,832 | 100% | 15,236 | 100% | 6,596 | 30.2% | |
| Impairment recognized | n.a. | n.a. | n.a. | n.a | n.a | n.a. | |||
| Results after write-down adjustment |
42 | 2,419 | 21,832 | 15,236 | 6,596 | 30.2% | |||
| Wilanów Tulip(3) | 2 | 144 | 1,456 | 3,057 | (1,601) | -110.0% | |||
| Economic results | 44 | 2,563 | 23,288 | 18,293 | 4,995 | 21.4% |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
(2) Cost of sales allocated to the delivered units proportionally to the total expected revenue of the project.
(3) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%. Amount recognised using the equity method in accordance with IAS 28.
(4) The amount include old projects delivery of units and parking places as well as revenue from leasing of buildings.
Revenue from the sale of residential units is recognized when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key to the buyer of the residential unit and total payment obtained. Revenue from sales of apartments and service units of residential projects recognized during the three months ended 31 March 2023 amounted to PLN 21.8 million, whereas cost of sales before write-down adjustment amounted to PLN 15.2 million. Resulting in a gross profit before write-down adjustment amounting to PLN 6.6 million and a gross margin of 30.2%. Total economic revenue from sales of residential projects, when results from joint ventures are presented on a fully consolidated basis, amounted to PLN 23.3 million, whereas cost of sales amounted to PLN 18.3 million, that resulted in a gross profit amounting to PLN 5.0 million and a gross margin of 21.4%.
The table below presents information on the projects that were completed (i.e. completing all construction works and receiving occupancy permit) during the three months ended 31 March 2023:
| Project name | Location | Number of units |
Area of units (m2) |
Total units sold until 31 March 2023 |
Units delivered in 2023 |
Units sold not delivered as at 31 March 2023 |
|---|---|---|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 206 | 11,758 | 194 | 0 | 194 |
| Miasto Moje VI | Warsaw | 227 | 11,722 | 153 | 23 | 130 |
| Total | 433 | 23,480 | 347 | 23 | 324 |
The table below presents information on the projects that were completed (i.e. construction works are finished and the occupancy permit was received) in previous years and the income that was recognized based on units delivered during the three months ended 31 March 2023:
| Project name | Location | Completion date |
Total Project Units |
Total Area of units (m2) |
Total units sold until 31 March 2023 |
Total units delivered until 31 December 2022 |
Units delivered during 2023 |
Recognised income during year 2023 (PLN'000) |
Units sold not delivered as at 31 March 2023 |
Units for sale as at 31 March 2023 |
Left to sale/ deliver after 31 March 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Miasto Moje V | Warsaw | Q3 2022 | 170 | 8,559 | 170 | 155 | 13 | 7,351 | 2 | - | 2 |
| Viva Jagodno IIa | Wrocław | Q4 2022 | 76 | 4,329 | 65 | 59 | 3 | 1,290 | 3 | 11 | 14 |
| Moko I | Warsaw | Q4 2016 | 178 | 11,238 | 178 | 177 | 1 | 1,162 | - | - | - |
| Nowe Warzymice III |
Szczecin | Q4 2021 | 62 | 3,537 | 61 | 57 | 1 | 651 | 3 | 1 | 4 |
| Miasto Moje IV | Warsaw | Q4 2021 | 176 | 8,938 | 176 | 174 | 1 | 562 | 1 | - | 1 |
| Moko II | Warsaw | Q4 2016 | 167 | 12,624 | 167 | 167 | 0 | 132 | - | - | - |
| Viva Jagodno I | Wrocław | Q3 2021 | 121 | 6,241 | 120 | 120 | 0 | 31 | - | 1 | 1 |
| Sakura I-IV | Warsaw | Q3 2015 | 515 | 30,290 | 515 | 515 | 0 | 29 | - | - | - |
| Sakura Idea | Warsaw | Q3 2015 | 26 | 1,854 | 25 | 25 | 0 | 28 | - | 1 | 1 |
| Ursus Centralny Ib | Warsaw | Q3 2022 | 97 | 5,740 | 97 | 97 | 0 | 23 | - | - | - |
| Vitalia III | Wrocław | Q1 2021 | 81 | 6,790 | 81 | 81 | 0 | 6 | - | - | - |
| Total excluding JV | 1,669 | 100,141 | 1,655 | 1,627 | 19 | 11,265 | 9 | 14 | 23 | ||
| Wilanów Tulip | Warsaw | Q3 2021 | 149 | 9,574 | 149 | 147 | 2 | 1,456 | - | - | - |
| Total including JV | 1,818 | 109,714 | 1,804 | 1,774 | 21 | 12,721 | 9 | 14 | 23 |
The table below presents information on the total number of units sold (i.e. total number of units for which the Company signed the preliminary sale agreements with the clients), including net saleable area (in m2 ) of the units sold and net value (without VAT) of the preliminary sales agreements (including also parking places and storages) sold by the Group during the three months ended 31 March 2023:
| Project name | Location | Total Project Saleable area (m2) |
Total project units |
Units sold until 31 December 2022 |
Units sold during 3 months ended 31 March 2023 |
Net Sold area (m2) |
Value of the preliminary sales agreements (in PLN thousands) |
Units for sale as at 31 March 2023 |
|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIb(1) | Warsaw | 11,758 | 206 | 154 | 40 | 2,408 | 22,927 | 12 |
| Osiedle Vola(2) | Warsaw | 4,851 | 84 | 14 | 30 | 1,536 | 21,691 | 40 |
| Viva Jagodno IIb(2) | Wrocław | 8,876 | 152 | 64 | 46 | 2,332 | 19,467 | 42 |
| Ursus Centralny IIc(2) (4) | Warsaw | 11,124 | 219 | 74 | 22 | 1,686 | 17,604 | 123 |
| Miasto Moje VI(1) | Warsaw | 11,722 | 227 | 127 | 26 | 1,741 | 16,926 | 74 |
| Między Drzewami(2) | Poznań | 5,803 | 117 | 24 | 17 | 868 | 8,846 | 76 |
| Miasto Moje V | Warsaw | 8,559 | 170 | 160 | 10 | 795 | 6,742 | - |
| Nova Królikarnia 4b1 (Thame) (2) |
Warsaw | 2,566 | 11 | - | 1 | 217 | 4,776 | 10 |
| Nowe Warzymice IV(2) | Szczecin | 3,818 | 75 | 31 | 11 | 477 | 3,960 | 33 |
| Nowa Północ Ia(2) | Warsaw | 5,230 | 110 | 14 | 8 | 345 | 2,722 | 88 |
| Grunwaldzka(2) | Poznań | 3,351 | 70 | 52 | 3 | 194 | 1,888 | 15 |
| Viva Jagodno IIa | Wrocław | 4,329 | 76 | 63 | 2 | 200 | 1,607 | 11 |
| Nowe Warzymice III | Szczecin | 3,537 | 62 | 58 | 3 | 225 | 1,561 | 1 |
| Eko Falenty I(2) | Warsaw | 4,304 | 42 | 4 | 1 | 77 | 593 | 37 |
| Nowe Warzymice I | Szczecin | 3,234 | 54 | 51 | 1 | 82 | 556 | 2 |
| Construction | Szczecin | 54 | 1 | - | 1 | 54 | 428 | - |
| Moko II | Warsaw | 12,624 | 167 | 167 | - | - | 59 | - |
| Sakura I-IV | Warsaw | 30,290 | 515 | 515 | - | - | 46 | - |
| Sakura Idea | Warsaw | 1,854 | 26 | 25 | - | - | 38 | 1 |
| Nowe Warzymice II | Szczecin | 3,492 | 66 | 64 | - | - | 31 | 2 |
| Miasto Moje IV | Warsaw | 8,938 | 176 | 176 | - | - | 28 | - |
| Viva Jagodno I | Wrocław | 6,241 | 121 | 120 | - | - | 16 | 1 |
| Moko I | Warsaw | 11,238 | 178 | 178 | - | - | 6 | - |
| Vitalia III | Wrocław | 6,790 | 81 | 81 | - | - | 6 | - |
| Miasto Moje I | Warsaw | 10,917 | 205 | 205 | - | - | 4 | - |
| Miasto Moje VII | Warsaw | 11,725 | 255 | 2 | - | - | - | 253 |
| Ursus Centralny 2e | Warsaw | 16,246 | 291 | 5 | - | - | - | 286 |
| Viva Jagodno III | Wrocław | 3,140 | 58 | 3 | - | - | - | 55 |
| Other old projects | - | 2 | - | - | - | - | 2 | |
| Total excluding JV | 216,612 | 3,815 | 2,431 | 222 | 13,235 | 132,528 | 1,164 | |
| Wilanów Tulip(1)/(3) | Warsaw | 9,574 | 149 | 148 | 1 | 69 | 697 | - |
| Total including JV | 226,185 | 3,964 | 2,579 | 223 | 13,304 | 133,225 | 1,164 |
(1) For information on the completed projects see "Business highlights during the three months ended 31 March 2023 – A. Results breakdown by project".
(2) For information on current projects under construction, see "Outlook for the remaining period of 2023 – B. Current projects under construction and/or on sale".
(3) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%. .
(4) Part of the stage of Ursus Centralny Iic project is designated for PRS activity – comprises 121 units of an aggregate floor space of 4,935 m2
The table below presents further information on the value of the preliminary sales agreements (with a breakdown per city, without VAT) executed by the Group:
| Location | Value of the preliminary sales agreements sold during the year ended |
Increase/(deacrease) | ||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2023 | 31 March 2022 | In PLN | % |
| Warsaw | 94,859 | 33,371 | 61,489 | 184% |
| Wrocław | 21,096 | 6,089 | 15,007 | 245% |
| Szczecin | 6,536 | 5,177 | 1,358 | 26% |
| Poznań | 10,734 | 585 | 10,149 | 1,735% |
| other | - | 341 | (341) | -100% |
| Total | 133,225 | 45,563 | 87,662 | 192% |
The table below presents the summary of the signed final purchase agreements of land during the period ended 31 March 2023:
| Location | Type of agreement |
Signed date | Agreement net value (PLN million) |
Paid net till 31 March 2023 (PLN million) |
Number of units |
Potential PUM |
|---|---|---|---|---|---|---|
| Warsaw, Dobosza | final | 10 Aug 2022, 2 Mar 2023 |
7.1 | 7.1 | 67 | 3,700 |
| Total | 7.1 | 7.1 | 67 | 3,700 |
The table below presents the summary of the signed preliminary purchase agreements for which the final agreements will be signed during next periods:
| Location | Type of agreement |
Signed date | Agreement net value (PLN million) |
Paid net till 31 March 2023 (PLN million) |
Number of units |
Potential PUM |
|---|---|---|---|---|---|---|
| Warsaw, Białołęka | preliminary | 23 Nov 2020 | 1.5 | 1.5 | n/a | n/a |
| Warsaw, Ursus | preliminary | 17 Jan 2021 | 140.0 | 10.0 | 1,860 | 85,000 |
| Warsaw, Włochy | preliminary | 29 Dec 2021 | 16.0 | 2.0 | 142 | 8,400 |
| Warsaw, Bielany(1) | preliminary | 21 Mar 2022 | 11.0 | 1.0 | 242 | 4,559 |
| Total | 168.5 | 14.6 | 2,244 | 97,959 |
1) The land designated for PRS activity
| PLN/EUR | Exchange rate of Polish Zloty versus Euro | |||||
|---|---|---|---|---|---|---|
| Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
|||
| 2023 (3 months) | 4.7100 | 4.6688 | 4.7895 | 4.6755 | ||
| 2022 (3 months) | 4.6259 | 4.4879 | 4.9647 | 4.6525 | ||
| 2022 (12 months) | 4.6876 | 4.4879 | 4.9647 | 4.6899 | ||
Source: National Bank of Poland ("NBP")
| Selected financial data | EUR | PLN | ||
|---|---|---|---|---|
| (thousands, except per share data) For the period ended 31 March |
||||
| 2023 | 2022 | 2023 | 2022 | |
| Revenues | 4,635 | 24,294 | 21,831 | 112,385 |
| Gross profit | 1,400 | 5,447 | 6,596 | 25,199 |
| Profit/(loss) before taxation | 504 | 2,917 | 2,375 | 13,493 |
| Net profit/(loss) for the period attributable to the equity holders of the parent | 104 | 2,072 | 490 | 9,586 |
| Cash flows from/(used in) operating activities | 1,210 | (7,864) | 5,700 | (36,380) |
| Cash flows from/(used in) investing activities | 107 | 35 | 502 | 161 |
| Cash flows from/(used in) financing activities | (1,390) | 16,129 | (6,546) | 74,613 |
| Increase/(decrease) in cash and cash equivalents | (73) | 8,300 | (342) | 38,394 |
| Average number of equivalent shares (basic) | 162,442,859 | 162,442,859 | 162,442,859 | 162,442,859 |
| Net earnings/(loss) per share (basic and diluted) | 0.001 | 0.013 | 0.003 | 0.059 |
| Selected financial data | EUR PLN |
|||||
|---|---|---|---|---|---|---|
| (thousands) | ||||||
| As at | ||||||
| 31 March 2023 |
31 December 2022 |
31 March 2023 |
31 December 2022 |
|||
| Inventory and Land designated for development | 179,222 | 157,778 | 837,951 | 768,348 | ||
| Total assets | 227,015 | 205,779 | 1,061,407 | 1,002,103 | ||
| Advances received | 41,307 | 28,730 | 193,132 | 139,911 | ||
| Long term liabilities | 38,836 | 37,493 | 181,577 | 182,583 | ||
| Short term liabilities (including advances received) | 91,422 | 75,593 | 427,445 | 368,124 | ||
| Equity attributable to the equity holders of the parent | 96,757 | 92,693 | 452,386 | 451,396 | ||
The net profit attributable to the equity holders of the parent company for the three months ended 31 March 2023 was PLN 490 thousand and can be summarized as follows:
| For the period of 3 months ended 31 March |
|||||
|---|---|---|---|---|---|
| 2022 2023 |
change | ||||
| PLN | |||||
| (thousands, except per share data) | nominal | % | |||
| Revenue from sales of residential units | 21,831 | 112,385 | (90,554) | -80.6% | |
| Revenue from sale of services | |||||
| Revenues | 21,831 | 112,385 | (90,554) | -80.6% | |
| Cost of sales of residential units | (15,235) | (87,186) | 71,951 | -82.5% | |
| Cost of sales | (15,235) | (87,186) | 71,951 | -82.5% | |
| Gross profit | 6,596 | 25,199 | (18,603) | -73.8% | |
| Changes in the value of investment property | |||||
| Selling and marketing expenses | (1,354) | (905) | (449) | 49.6% | |
| Administrative expenses | (6,355) | (6,237) | (118) | -1.9% | |
| Share of profit/(loss) from joint venture | (647) | 695 | (1,342) | -193.1% | |
| Other Incomes /(expense) | 257 | (830) | 1,087 | -131.0% | |
| Result from operating activities | (1,503) | 17,922 | (19,425) | -108.4% | |
| Finance income | 356 | 1,290 | (934) | -72.4% | |
| Finance expense | (2,118) | (1,343) | (775) | 57.6% | |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
5,640 | (4,376) | 10,016 | -228.9% | |
| Net finance income/(expense) | 3,878 | (4,429) | 8,309 | -187.6% | |
| Profit/(loss) before taxation | 2,375 | 13,493 | (11,116) | -82.4% | |
| Income tax benefit/(expenses) | (1,885) | (3,907) | 2,022 | -51.8% | |
| Net profit/(loss) for the period before non controlling interests |
490 | 9,586 | (9,096) | -94,9% | |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
490 | 9,586 | (9,096) | -94,9% | |
| Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0,003 | 0.059 | (0.056) | -94,9% |
The revenue from sales in residential units decreased by PLN 90.6 million (80.6%) from PLN 112.4 million during the three months ended 31 March 2022 to PLN 21.8 million during the three months ended 31 March 2023, which is explained by lower amount of units delivered – 42 units delivered to the customers during the three months ended 31 March 2023, comparing to the 268 units delivered during the three months ended 31 March 2022 (in terms of project 100% owned by the Group).
Cost of sales of residential units decreased by PLN 72.0 million (82.5%) from PLN 87.2 million during the three months ended 31 March 2022 to PLN 15.2 million during the three months ended 31 March 2023. The decrease relates to a lower amount of delivered units in projects fully owned by the Group from 268 units during the three months ended 31 March 2022 compared to 42 units delivered to customers during the three months ended 31 March 2023.
The gross margin from sales of residential units during the three months ended 31 March 2023 was 30.2% which increased comparing to 22.4% during the three months ended 31 March 2022. The change in gross margin relates to a different mix of projects delivered to the customers characterized by a different profitability during the three months ended 31 March 2023 compared to the mix of projects delivered to customers during the three months ended 31 March 2022.
During three months ended 31 March 2023 the projects that significantly impacted revenues and profitability of the Group were Miasto Moje VI, Miasto Moje V and Viva Jagodno IIb (contributed respectively PLN 10.3 million, PLN 7.4 million and PLN 1.3 million to the gross profit representing a gross profit margin of 32.3%, 31.2% and 19.1%). During three months ended 31 March 2022 the projects that significantly impacted revenues and profitability of the Group were Ursus Centralny IIa and Miasto Moje IV (contributed respectively PLN 19.3 million, and PLN 3.9 million to the gross profit representing a gross profit margin of 24.3% and 25.0%).
Selling and marketing expenses increased by PLN 0.4 million (49.6%) from PLN 0.9 million during the three months ended 31 March 2022 to PLN 1.3 million during the three months ended 31 March 2023, is reflecting the higher invested marketing resources in the company running projects and new starting stages, in order to achieve higher sales. as a result higher number of units sold during the reporting period increase of 125% (223 units sold during the period ended 31 March 2023 comparing to 99 units sold during the period ended 31 March 2022).
Administrative expenses increased by PLN 0.1 million (2%) from PLN 6.24 million in the period ended 31 March 2022 to PLN 6.35 million ended 31 March 2023, which is primarily explained by increase in remuneration costs, and increase in taxes and charges due to non-deductable VAT costs and property taxed on project where final notary deeds were not signed.
Finance income/(expenses) is accrued and capitalized as part of the cost price of inventory to the extent that is directly attributable to the construction of residential units. Unallocated finance income/(expenses) not capitalized is recognized in the statement of comprehensive income. In the three months period ended 31 March 2023. The Group recorded a net income on financial operations of PLN 3.9 million compared to a Net expenses of PLN 4.4 million in the corresponding period of 2022. This variation is mainly due to a net profit on fair value measurement of a financial instrument generated as well as a gain on foreign exchange rates totalling 5.7 million, compared to a loss of 4.4 million on this account in the corresponding period of 2022.
The following table presents selected details from the Interim Condensed Consolidated Statement of Financial Position in which material changes had occurred.
| As at 31 March 2023 |
As at 31 December 2022 |
|||
|---|---|---|---|---|
| PLN (thousands) | ||||
| Inventory and Residential landbank | 837,951 | 768,348 | ||
| Investment properties | 63,707 | 63,139 | ||
| Advances received | 193,132 | 139,911 | ||
| Loans and borrowings | 214,217 | 219,667 | ||
| Financial liability measured at FVPL | 64,866 | 70,506 |
The value of inventories and residential landbank at 31 March 2023 amounted to PLN 837.9 million compared to PLN 768.6 million at 31 December 2022. The increase is mainly due to direct construction costs occurred in the total amount of PLN 53.4 million, land purchase costs amounted PLN 7.7 million and capitalized finance costs totaling PLN 6.3 million. This increase was partly offset by recognised costs of sales in the total amount of PLN 15.0 million.
The balance of Investment properties is PLN 63.7 million as at 31 March 2023 compared to PLN 63.1 million as at 31 December 2022. The increase is primarily explained by expenditures incurred on the realization of investments in the total amount of PLN 0.6 million. As at 31 March 2023 the balance consists of property held for long-term rental yields and capital appreciation as well as investment lands purchased to build investment property for long-term so-called institutional rental and capital appreciation.
The balance of advances received is PLN 193.1 million as at 31 March 2023 compared to PLN 139.9 million as at 31 December 2022. The increase is explained by advances received from clients regarding sales of units during the period ended 31 March 2023 for a total amount PLN 68.9 million which was offset by the revenues recognized from the sale of residential units for a total amount of PLN 21.8 million during the three months ended 31 March 2023, .
The total of short-term and long-term loans and bonds is PLN 214.2 million as at 31 March 2023 compared to PLN 219.7 million as at 31 December 2022. The decrease in loans and bonds is primarily explained by change in bank loans of PLN 5.7 million (loans received and the use of credit lines in the amount of PLN 27.8 million with a simultaneous bank loans repayments of PLN 33.9 million and interests accrued of PLN 0.5 million). Average level of debt from bond loans as at 31 March 2023 amounted to PLN 203.6 million, out of which an amount of PLN 45.2 million comprises facilities maturing no later than 31 March 2024. The balance of bond loans comprises of: principal amount of PLN 200.0 million plus accrued interest of PLN 5.2 million minus one-time costs directly attributed to the bond issuances which are amortized based on the effective interest method (PLN 1.6 million). For additional information see Note 15 of the Interim Condensed Consolidated Financial Statements.
On 1 February 2022 and 22 February 2022 the Company entered into 5 separate SAFE agreements with Israeli institutional investors ("SAFE") raising a total amount of ILS 60 million, equivalent of PLN 64.9 million as at 31 March 2023 comparing to the value of PLN 70.5 million as at 31 December 2022. The decrease is related to valuation decrease of PLN 5.6 million . For further information regarding the SAFE agreement and valuation method used please see Note 14 of the Interim Condensed Consolidated Financial Statements.
The Group funds its day-to-day operations principally with funds generated from sales, as well as proceeds from loans and borrowings and bonds.
The following table sets forth the cash flow on a consolidated basis:
| For the period of three months ended 31 March |
||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| PLN (thousands) | ||||
| Cash flows from/(used in) operating activities | 5,700 | (36,380) | ||
| Cash flow from/(used in) investing activities | 502 | 161 | ||
| Cash flow (used in)/from financing activities | (6,546) | 74,613 |
The Company's positive net cash flow from operating activities for the three months ended 31 March 2023 amounted to PLN 5.7 million compared to negative net cash flows from these activities in the corresponding period ended 31 March 2022 of PLN 36.4 million. The increase of PLN 42.1 million is primarily explained by:
The above mentioned positive effect on the operational cash flow was partly offset by:
The Company's net cash inflow used in investing activities amounted to PLN 0.5 million during the three months ended 31 March 2023 compared to net inflow from investing activities in comparative period in the amount of PLN 0.2 million. The change is primarily explained by net cash inflow due to dividends received from joint ventures in the total amount of PLN 1.1 million.
The Company's net cash outflow from financing activities amounted to PLN 6.5 million during the three months ended 31 March 2023 compared to a net cash inflow from financing activities amounted to PLN 74.6 million during the three months ended 31 March 2022. The change is primarily explained by:
The table below presents information on the total residential units in the completed projects/stages that the Group expects to sell and deliver during the remaining period of 2023:
| Number of residential units delivered (1) |
Number of residential units expected to be | |||||||
|---|---|---|---|---|---|---|---|---|
| Project name | Location | Until 31 December 2022 |
During the period ended 31 March 2023 |
Total units delivered |
Units sold not delivered as at 31 March 2023 |
Units for sale as at 31 March 2023 |
Total units expected to be delivered |
Total project |
| Nova Królikarnia 1d | Warsaw | 11 | - | 11 | - | 1 | 1 | 12 |
| City Link III | Warsaw | 367 | - | 367 | 1 | - | 1 | 368 |
| Miasto Moje IV | Warsaw | 174 | 1 | 175 | 1 | - | 1 | 176 |
| Miasto Moje V | Warsaw | 155 | 13 | 168 | 2 | - | 2 | 170 |
| Miasto Moje VI | Warsaw | - | 23 | 23 | 130 | 74 | 204 | 227 |
| Ursus Centralny IIb | Warsaw | - | - | - | 194 | 12 | 206 | 206 |
| Viva Jagodno I | Wrocław | 120 | - | 120 | - | 1 | 1 | 121 |
| Viva Jagodno IIa | Wrocław | 59 | 3 | 62 | 3 | 11 | 14 | 76 |
| Nowe Warzymice I | Szczecin | 51 | - | 51 | 1 | 2 | 3 | 54 |
| Nowe Warzymice II | Szczecin | 64 | - | 64 | - | 2 | 2 | 66 |
| Nowe Warzymice III | Szczecin | 57 | 1 | 58 | 3 | 1 | 4 | 62 |
| Moko I | Warsaw | 177 | 1 | 178 | - | - | - | 178 |
| Młody Grunwald I | Poznań | 146 | - | 146 | 2 | - | 2 | 148 |
| Młody Grunwald III | Poznań | 107 | - | 107 | - | 1 | 1 | 108 |
| Verdis I-IV | Warsaw | 440 | - | 440 | 1 | - | 1 | 441 |
| Verdis Idea | Warsaw | 10 | - | 10 | 1 | - | 1 | 11 |
| Sakura Idea | Warsaw | 25 | - | 25 | - | 1 | 1 | 26 |
| Construction | Warsaw | 89 | - | 89 | 1 | - | 1 | 90 |
| Total excluding JV | 2,052 | 42 | 2,094 | 340 | 106 | 446 | 2,540 | |
| Wilanów Tulip(2) | Warsaw | 147 | 2 | 149 | - | - | - | 149 |
| Total including JV | 2,199 | 44 | 2,243 | 340 | 106 | 446 | 2,689 |
(1) For the purpose of disclosing information related to the particular projects, the word "sell" ("sold") is used, with relation to signing the preliminary sale agreement with the client for the sale of the apartment; whereas the word "deliver" ("delivered") relates to the transferring of significant risks and rewards of the ownership of the residential unit to the client. (2) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%.
For information on the completed projects see "Business highlights during the three months ended 31 March 2023- A. Results breakdown by project".
The table below presents information on projects for which completion is scheduled in the remaining period of 2023, and for the years 2024-2025. The Company has obtained valid building permits for all projects/stages and has commenced construction and /or sales.
| Project name | Location | Start date of construction |
Units sold until 31 March 2023 |
Units for sale as at 31 March 2023 |
Total units |
Total area of units (m2 ) |
Expected completion of construction |
|---|---|---|---|---|---|---|---|
| Między Drzewami | Poznań, Smardzewska st. | Q2 2022 | 41 | 76 | 117 | 5,803 | Q3 2024 |
| Grunwaldzka | Poznań, Grunwaldzka st. | Q1 2021 | 55 | 15 | 70 | 3,351 | Q2 2023 |
| Ursus Centralny IIe | Warsaw, Ursus, Gierdziejewskiego st. | Q2 2022 | 5 | 286 | 291 | 16,246 | Q2 2025 |
| Ursus Centralny IIc(1) | Warsaw, Ursus, Gierdziejewskiego st. | Q4 2021 | 96 | 123 | 219 | 11,124 | Q2 2023 |
| Miasto Moje VII | Warsaw, Bialoleka, Marwilska st. | Q2 2022 | 2 | 253 | 255 | 11,725 | Q4 2024 |
| Eko Falenty I | Falenty Nowe, Droga Hrabska st. | Q2 2022 | 5 | 37 | 42 | 4,304 | Q3 2023 |
| Nowe Warzymice IV | Szczecin, Do Rajkowa st. | Q1 2022 | 42 | 33 | 75 | 3,818 | Q2 2023 |
| Nowa Północ Ia | Szczecin, Bogusława Świątkiewicza st. | Q2 2022 | 22 | 88 | 110 | 5,230 | Q4 2023 |
| Viva Jagodno III | Wrocław, Jagodno, Buforowa st. | Q2 2022 | 3 | 55 | 58 | 3,140 | Q4 2024 |
| Viva Jagodno IIb | Wrocław, Jagodno, Buforowa st. | Q1 2022 | 110 | 42 | 152 | 8,876 | Q3 2023 |
| Osiedle Vola | Warsaw, Wola, Studzienna st. | Q2 2022 | 44 | 40 | 84 | 4,851 | Q4 2023 |
| Nova Królikarnia 4b1 (Thame)(3) |
Warsaw, Srebrnych Świerków | Q2 2023 | 1 | 10 | 11 | 2,566 | Q2 2024 |
| Subtotal | 426 | 1,058 | 1,484 | 81,034 |
(1) Part of the stage of Ursus Centralny IIc project is designated for PRS activity – comprises 121 units of an aggregate floor space of 4,935 m2 . (2) The sales on the projects started, the construction start and completion date are expected dates based on current Management estimations.
During the remaining period of 2023, the Company is considering the commencement of the further projects:
| Project name | Location | Total units | Total area of units (m2 ) |
|---|---|---|---|
| Nova Królikarnia 3d | Warsaw | 15 | 2,191 |
| Zielono Mi I | Warsaw | 92 | 5,440 |
| Skyline | Poznań | 48 | 4,100 |
| Total | 155 | 11,731 |
The current volume and value of the preliminary sales agreements signed with the clients do not impact the Interim Condensed Consolidated Statement of Comprehensive Income immediately but only after final settlement (i.e upon signing of protocol for technical acceptance and transfer of the key to the client as well as obtaining full payment for the unit purchased) of the contracts with the customers. The table below presents the value of the preliminary sales agreements of units (without VAT) executed with the Company's clients that have not been recognized in the Interim Condensed Consolidated Statement of Comprehensive Income:
| Project name | Location | Number of the sold but not delivered units signed with Clients |
Value of the preliminary sales agreements signed with clients |
Completed / expected completion of construction |
|---|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 194 | 104,967 | Completed |
| Miasto Moje VI | Warsaw | 130 | 57,005 | Completed |
| Viva Jagodno IIa | Wrocław | 3 | 2,404 | Completed |
| Miasto Moje V | Warsaw | 2 | 1,917 | Completed |
| Nowe Warzymice III | Szczecin | 3 | 1,522 | Completed |
| Młody Grunwald I | Poznań | 2 | 964 | Completed |
| Miasto Moje IV | Warsaw | 1 | 958 | Completed |
| City Link III | Warsaw | 1 | 580 | Completed |
| Nowe Warzymice I | Szczecin | 1 | 556 | Completed |
| Verdis Idea | Warsaw | 1 | 437 | Completed |
| Construction | Szczecin | 1 | 428 | Completed |
| Verdis I-IV | Warsaw | 1 | 277 | Completed |
| Ursus Centralny IIa | Warsaw | 0 | 78 | Completed |
| Miasto Moje III | Warsaw | 0 | 39 | Completed |
| Moko II | Warsaw | 0 | 37 | Completed |
| Nowe Warzymice II | Szczecin | 0 | 31 | Completed |
| Sakura I-IV | Warsaw | 0 | 24 | Completed |
| Moko I | Warsaw | 0 | 22 | Completed |
| Sakura Idea | Warsaw | 0 | 10 | Completed |
| Miasto Moje I | Warsaw | 0 | 4 | Completed |
| Subtotal completed projects | 340 | 172,259 | ||
| Ursus Centralny IIc | Warsaw | 96 | 52,169 | 2023 |
| Viva Jagodno IIb | Wrocław | 110 | 46,086 | 2023 |
| Osiedle Vola | Warsaw | 44 | 32,057 | 2023 |
| Grunwaldzka | Poznań | 55 | 22,901 | 2023 |
| Między Drzewami | Poznań | 41 | 19,456 | 2023 |
| Nowe Warzymice IV | Szczecin | 42 | 16,032 | 2023 |
| Nowa Północ Ia | Warsaw | 22 | 6,744 | 2024 |
| Nova Królikarnia 4b1 (Thame) | Warsaw | 1 | 4,776 | 2024 |
| Eko Falenty I | Szczecin | 5 | 4,426 | 2023 |
| Ursus Centralny IIe | Warsaw | 5 | 1,550 | 2023 |
| Viva Jagodno III(3) | Wrocław | 3 | 923 | 2025 |
| Miasto Moje VII | Warsaw | 2 | 569 | 2024 |
| Subtotal ongoing projects | 426 | 207,689 | ||
| Total | 766 | 379,947 |
(1) For information on the completed projects see "Business highlights during the three months ended 31 March 2023–A. Results breakdown by project".
(2) For information on current projects under construction and/or on sale, see under "B".
(3) Projects where the Company started the sales but did not start construction process suntil 31 March 2023
The Company is mainly a holding company and management services provider with respect to the development of residential projects for its subsidiaries. The majority of the Company income are from the following sources: (i) interests from loans granted to subsidiaries for the development of projects, (ii) management fee received from subsidiaries for the provision of projects management services, and (iii) dividend received from subsidiaries. All above revenues are being eliminated on a consolidation level.
Below section presents main data on the Company activity that were not covered in other sections of this Management Board Report.
| Exchange rate of Polish Zloty versus Euro | ||||
|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
| 2023 (3 months) | 4.7100 | 4.6688 | 4.7895 | 4.6755 |
| 2022 (3 months) | 4.6259 | 4.4879 | 4.9647 | 4.6525 |
| 2022 (12 months) Source: National Bank of Poland ("NBP") |
4.6876 | 4.4879 | 4.9647 | 4.6899 |
| Selected financial data | EUR | PLN | ||
|---|---|---|---|---|
| (thousands, except per share data) | ||||
| For the 3 months ended 31 March | ||||
| 2023 | 2022 | 2023 | 2022 | |
| Revenues from management services | 149 | 178 | 704 | 824 |
| Financial income (Wise majority from loans granted to subsidiaries) | 1,435 | 956 | 6,757 | 4,424 |
| Financial expences (Wise majority from Interest on bonds and fair value measurement of the financial instrument) |
(80) | (730) | (376) | (3,376) |
| Profit including results from subsidiaries | 104 | 1,840 | 490 | 8,510 |
| Cash flows from/(used in) operating activities | (1,116) | (886) | (5,257) | (4,100) |
| Cash flows from/(used in) investing activities | 425 | (7,179) | 2,000 | (33,212) |
| Cash flows from/(used in) financing activities | - | 16.132 | - | 74,626 |
| Increase/(decrease) in cash and cash equivalents | (691) | 8,321 | (3,257) | 38,491 |
| Average number of equivalent shares (basic) | 162,442,859 | 162,442,859 | 162,442,859 | 162,442,859 |
| Net earnings/(loss) per share (basic and diluted) | 0.001 | 0.011 | 0.003 | 0.052 |
| Selected financial data | EUR | PLN | ||
|---|---|---|---|---|
| (thousands) | ||||
| As at | ||||
| 31 March 2023 |
31 December 2022 |
31 March 2023 |
31 December 2022 |
|
| Investment in subsidiaries | 94,624 | 94,943 | 442,413 | 445,275 |
| Loan granted to subsidiaries | 59,591 | 58,974 | 278,618 | 276,581 |
| Total assets | 155,434 | 155,582 | 726,734 | 729,664 |
| Long term liabilities | 35,092 | 34,421 | 164,074 | 161,433 |
| Short term liabilities | 23,816 | 25,142 | 111,353 | 117,914 |
| Equity | 96,526 | 96,019 | 451,307 | 450,317 |
Due to the exceeding of the threshold 95% of shares owned by one shareholder, on 14 February 2022, the Company's shareholder, Amos Luzon Development and Energy Group Ltd., announced a request for a compulsory buyout of the Company's shares belonging to all its other shareholders. After the compulsory buyout (settlement was made on 17 February 2022), Luzon Group now holds (directly and indirectly), 100% of the share capital of the Company. On 8 March 2022, the General Meeting of the Company was held, at which the shareholders adopted a resolution on withdrawing the Company's shares from trading on the regulated market. In connection with the adoption of the above resolution, on 9 March 2022, the Company submitted an application to the Polish Financial Supervision Authority for authorization to withdraw the Company's shares from trading on the regulated market. On 14 April 2022 the Polish Financial Supervision Authority issued a consent to the withdrawal of the Company's shares from trading on the market regulated by the Warsaw Stock Exchange S.A. ("WSE") as of 28 April 2022. The respective resolution was also adopted by the Management Board of WSE on 25 April 2022.
A. Luzon Group, the Company's controlling shareholder, is a company listed on the Tel Aviv Stock Exchange with the registered office in Raanana, Israel, and is subject to certain disclosure obligations. Some of the documents published by A. Luzon Group in performance of such obligations are available here: http://maya.tase.co.il (some of which are only available in Hebrew), may contain certain information relating to the Company.
To the best of the Company's knowledge, as at 15 May 2023, there were no changes in the Company's shareholders structure.
The total number of own shares held by the Company as at 31 March 2023 was equal to 1,567,954 shares, which constitute 0.96% of the share capital of the Company and votes at the General Meeting. There were no changes in own shares in the period three months ended 31 March 2023 and until the publication date.
During the period ended 31 March 2023 and until the date of publication of this report, there were no changes in the Company's Management Board or Supervisory Board.
Mr Amos Luzon (Member of the Supervisory Board) holds a majority (99%) of the shares in a private company under Israeli law, A. Luzon Properties and Investments Ltd.. A. Luzon Properties and Investments Ltd, according to publicly available information, holds a majority (in addition to 60%, this number is variable and as of the date prior to the publication of this report was 66.45%) of the shares and votes in A. Luzon Group.
A. Luzon Group, holds 100% of the Company's shares - directly and indirectly through I.T.R Dori B.V. and the Company (own shares).
Based on the above structure, Mr Amos Luzon controls the Company and is its sole beneficial owner.
The Company's group structure as at 31 March 2023 and 31 December 2022 is presented in the Note 7 to the Interim Condensed Consolidated Financial Statements.
The Group's activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate significantly during the year due to the seasonality.
The Management Board of Ronson Development SE does not publish any financial forecasts concerning the Group and the Company.
There were no transactions and balances with related parties during the three months ended 31 March 2023 other than described below: the remuneration of the Management Board, loans granted to related parties within the Group, the reimbursement of audit review costs and the consulting services agreement with A. Luzon Group, the major (indirect) shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All transactions with related parties were performed based on market conditions. During 3 month period ended 31 March 2023 company paid PLN 173 thousand.
On November 28, 2022, A. Luzon Group announced a private issuance of options for shares of A. Luzon Group ("Options"). According to the allocation, Mr. Boaz Haim received 9,817,868 Options. Options were allotted free of charge. Each Option entitles to one ordinary share of A. Luzon Group of NIS 0.01 par value, for an exercise price of 0,2 NIS (which however will be settled on a net basis, i.e. final number of received shares will be decreased by a number of shares which market value is equal to full exercise price to be paid).
Mr Haim will be entitled to exercise the Options as follows:
The Options can be exercised until the end of 7 years from the date of their allocation. Options that were not exercised within the above mentioned period, expire. Assuming all the Options are exercised, Mr. Haim will hold c.a. 2.38% of the issued and paid-up capital of A. Luzon Group and about 1.89% of the issued and paid-up capital of A. Luzon Group on a full dilution basis. The Option program envisages adjustments in case of various corporate events in A. Luzon Group (such as the issuance of shares or other options, merger, dividend distribution, etc.).
As a result of requirements pertaining to A. Luzon Group, the Company's controlling shareholder, whose ultimate parent company is listed on the Tel Aviv Stock Exchange, the first quarter reports, semi-annual reports and third quarter reports are subject to a full scope review by the Company's auditors. For the Company itself, being domiciled in Poland and until 28 April 2022 listed on the Warsaw Stock Exchange, only the semi-annual and yearly report is subject to a review/audit. The Company has agreed with A. Luzon Group that the costs for the first and third quarter review will be shared between the Company and its shareholder. The Company considers having its first and third quarter report provided with a review report a benefit to all of its bondholders. The Company prepared this Interim Financial Report for the three months ended 31 March 2023 in both English and Polish languages, while the Polish version is binding.
There is no proceeding pending before a court, a complement arbitration authority or a public administration authority concerning liabilities or claims of Ronson Development SE or its subsidiaries, the value of which equaled at least 10% of the Company's equity.
During the three months ended 31 March 2023, the Company did not grant any guarantees.
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the three months ended 31 March 2023 was 65 during comparing to 72 during the three months ended 31 March 2022. There were no personnel employed in the Company.
The Management Board of Ronson Development SE hereby declares that:
___________________ ___________________
This Management Board Report of activities of the Company and the Group during the three months period ended 31 March 2023 was prepared and approved by the Management Board of the Company on 15 May 2023.
Boaz Haim Yaron Shama
___________________ ___________________ Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
Warsaw, 15 May 2023
President of the Management Board Finance Vice-President of the Management Board
for Marketing and Innovation
| As at 31 March 2023 | As at 31 December 2022 | ||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Property and equipment | 7,369 | 7,556 | |
| Investment property | 9 | 63,707 | 63,139 |
| Intangible fixed assets Investments in joint ventures |
25 | 615 583 |
686 2,331 |
| Deferred tax assets | 18 | 7,612 | 8,830 |
| Land designated for development | 10 | 30,128 | 21,094 |
| Total non-current assets | 110,015 | 103,636 | |
| Inventory | 10 | 807,823 | 747,254 |
| Trade and other receivables and prepayments | 11 | 66,929 | 65,620 |
| Advances for Land | 12 | 13,550 | 20,650 |
| Income tax receivable | 406 | 691 | |
| Loans granted to third parties | 1,740 | 1,717 | |
| Loans granted to joint ventures | 25 | 136 | 133 |
| Other current financial assets | 9,966 | 11,217 | |
| Cash and cash equivalents | 50,843 | 51,185 | |
| Total current assets | 951,393 | 898,467 | |
| Total assets | 1,061,407 | 1,002,103 | |
| Equity | |||
| Share capital | 12,503 | 12,503 | |
| Share premium | 150,278 | 150,278 | |
| Share based payment | 500 | - | |
| Treasury shares | (1,732) | (1,732) | |
| Retained earnings | 290,837 | 290,347 | |
| Total equity/Equity attributable to equity | 452,386 | 451,396 | |
| holders of the parent | |||
| Liabilities | |||
| Floating rate bond loans | 15 | 158,386 | 158,110 |
| Deferred tax liability Lease liabilities related to perpetual usufruct of |
18 | 22,528 | 23,809 |
| investment properties | 13 | 663 | 663 |
| Total non-current liabilities | 181,577 | 182,583 | |
| Trade and other payables and accrued expenses | 16 | 79,008 | 75,055 |
| Floating rate bond loans | 15 | 40,000 | 40,000 |
| Other payables - accrued interests on bonds | 15 | 5,193 | 5,260 |
| Secured bank loans | 15 | 10,638 | 16,297 |
| Advances received | 19 | 193,132 | 139,911 |
| Income tax payable | 77 | 70 | |
| Provisions | 3,836 | 3,704 | |
| Lease liabilities related to perpetual usufruct of land | 13 | 30,695 | 17,322 |
| Financial liability measured at FVPL | 14 | 64,866 | 70,506 |
| Total current liabilities | 427,445 | 368,124 | |
| Total liabilities | 609,022 | 550,707 | |
| Total equity and liabilities | 1,061,407 | 1,002,103 |
| PLN (thousands, except per share data and number of shares) | For the 3 months ended 31 March 2023 |
For the 3 months ended 31 March 2022 |
|
|---|---|---|---|
| Note | (Reviewed/Unaudited) | (Reviewed/Unaudited) | |
| Revenue from residential projects Revenue from sale of services |
20 | 21,831 - |
112,385 - |
| Revenue | 21,831 | 112,385 | |
| Cost of sales | 20 | (15,235) | (87,186) |
| Gross profit | 6,596 | 25,199 | |
| Selling and marketing expenses | (1,354) | (905) | |
| Administrative expenses | (6,355) | (6,237) | |
| Share of profit/(loss) in joint ventures | (647) | 695 | |
| Other expenses | (347) | (1,215) | |
| Other income | 604 | 385 | |
| Result from operating activities | (1,503) | 17,922 | |
| Finance income | 356 | 1,290 | |
| Finance expense | (2,118) | (1,343) | |
| Gain(loss) in fair value of financial instrument at fair | |||
| value through profit and loss | 14 | 5,640 | (4,376) |
| Net finance income/(expense) | 3,878 | (4,429) | |
| Profit/(loss) before taxation | 2,375 | 13,493 | |
| Income tax (expense) | 17 | (1,885) | (3,907) |
| Profit for the period | 490 | 9,586 | |
| Other comprehensive income | - | - | |
| Total comprehensive income/(expense) for the period, | 490 | 9,586 | |
| net of tax | |||
| Total profit/(loss) for the period attributable to: | |||
| Equity holders of the parent | 490 | 9,586 | |
| Non-controlling interests | - | ||
| Total profit/(loss) for the period, net of tax | 490 | 9,586 | |
| Total profit/(loss) for the period attributable to: | |||
| equity holders of the parent | 490 | 9,586 | |
| Non-controlling interests Total comprehensive income/(expense) for the period, |
- | - | |
| net of tax | 490 | 9,586 | |
| Weighted average number of ordinary shares (basic and diluted) |
162,442,859 | 162,442,859 | |
| In Polish Zlotys (PLN) | |||
| Net earnings/(loss) per share attributable to the equity | |||
| holders of the parent basic | 0.003 | 0.059 | |
| Net earnings/(loss) per share attributable to the equity holders of the parent diluted |
0.003 | 0.059 |
| Attributable to the Equity holders of parent | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Share based payment |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2023 | 12,503 | 150,278 | - | (1,732) | 290,347 | 451,396 |
| Comprehensive income: | ||||||
| Profit for the three months ended 31 March 2023 | - | - | - | - | 490 | 490 |
| Total comprehensive income/(expense) | - | - | - | - | 490 | 490 |
| Share based payment | - | 500 | 500 | |||
| Balance at 31 March 2023 (Reviewed/ Unaudited) | 12,503 | 150,278 | 500 | (1,732) | 290,837 | 452,386 |
| Attributable to the Equity holders of parent | ||||||||
|---|---|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share Share Treasury Retained capital premium shares earnings |
Total equity |
||||||
| Balance at 1 January 2022 | 12,503 | 150,278 | (1,732) | 258,996 | 420,045 | |||
| Comprehensive income: | ||||||||
| Profit for the three months ended 31 March 2022 | - | - | - | 9,586 | 9,586 | |||
| Total comprehensive income/(expense) | - | - | - | 9,586 | 9,586 | |||
| Balance at 31 March 2022 (Reviewed/ Unaudited) |
12,503 | 150,278 | (1,732) | 268,582 | 429,631 |
| For the three months ended 31 March | 2023 | 2022 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from/(used in) operating activities | |||
| Profit/(loss) for the period | 490 | 9,586 | |
| Adjustments to reconcile profit for the period to net cash used in operating activities | |||
| Depreciation | 258 | 232 | |
| Write-down of inventory | - | 484 | |
| Finance expense | 2,096 | 1,343 | |
| Finance income | (342) | (79) | |
| Purchase of land | - | (28,879)) | |
| Foreign exchange rates differences gain/loss | 6 | (1,177) | |
| Gain/loss in fair value of financial instrument at fair value through profit and loss | 14 | (5,640) | 4,376 |
| Share of loss /(profit) from joint ventures | 675 | (723) | |
| Share based payment | 500 | - | |
| Income tax expense/(benefit) | 1,885 | 3,907 | |
| Subtotal | (73) | (10,930) | |
| Decrease/(increase) in inventory and land designated for | |||
| development | (48,213) | 36,412 | |
| Decrease/(increase) in trade and other receivables and prepayments | 2,875 | (15,059) | |
| Decrease/(increase) in other current financial assets | 1,251 | 2,920 | |
| Increase/(decrease) in trade and other payables and accrued expenses | 4,219 | 11,016 | |
| Increase/(decrease) in provisions | 132 | - | |
| Increase/(decrease) in advances received | 19 | 53,221 | (54,010) |
| Subtotal | 13,412 | (29,651) | |
| Interest paid | (6,300) | (2,299) | |
| Interest received | 242 | - | |
| Income tax received/(paid) | (1,655) | (4,429) | |
| Net cash from/(used in) operating activities | 5,700 | (36,380) | |
| Cash flows from/(used in) investing activities | |||
| Acquisition of property and equipment | - | (63) | |
| Payments for investment property | 9 | (571) | (32) |
| Loans repayment/ (garnet) to JV | - | 257 | |
| Dividends received from joint ventures | 1,073 | ||
| Net cash from investing activities | 502 | 161 | |
| Cash flows (used in)/from financing activities | |||
| Proceeds from bank loans, net of bank charges | 15 | 27,763 | 11,193 |
| Repayment of bank loans | 15 | (33,422) | (10,285) |
| Payment of perpetual usufruct rights | 13 | (887) | (922) |
| SAFE Agreement | 14 | - | 74,626 |
| Net cash (used in)/from financing activities | (6,546) | 74,613 | |
| Net change in cash and cash equivalents | (344) | 38,394 | |
| Cash and cash equivalents at beginning of period | 51,185 | 133,434 | |
| Effects of exchange rate changes on cash and cash equivalents | 2 | 1,177 | |
| Cash and cash equivalents at end of period* | 50,843 | 173,005 |
* including restricted cash that amounted to PLN 21,820 thousand and PLN 45,079 thousand as 31 March 2023 and as 31 March 2022, respectively.
The notes included on pages 23 to 54 are an integral part of these interim condensed consolidated Financial Statements
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The Company together with its subsidiaries ("the Group") is active in the development and sale of residential units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. In 2021 the Management Board of the Company decided to start developing a new activity, so-called Private Rent Sector (PRS). PRS is sector of Poland's residential market in which buildings are designed and built specifically for renting.
As at 31 March 2023 and the date of publication of these financial statements, Amos Luzon Development and Energy Group Ltd. ("A. Luzon Group"), the ultimate parent company, holds indirectly, through its subsidiary I.T.R. Dori B.V., 66.06% of the Company's shares and owns 32.98% directly. The remaining 0.96% of the shares are treasury shares. The beneficial owner of the Company is Mr Amos Luzon, Chairman of the Supervisory Board.
The Interim Condensed Consolidated Financial Statements of the Company have been prepared for the three months ended 31 March 2023 and contain comparative data for the three months ended 31 March 2022 and as at 31 December 2022. The Interim Condensed Consolidated Financial Statements of the Company for the three months ended 31 March 2023 with all its comparative data have been reviewed by the Company's external auditors.
The information about the companies from which the financial data are included in these Interim Condensed Consolidated Financial Statements and the extent of ownership and control are presented in Note 7.
The Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2023 were authorized for issuance by the Management Board on 15 May 2023 in both English and Polish languages, while the Polish version is binding.
These Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim financial reporting".
The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2022 prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union. At the date of authorization of these Interim Condensed Consolidated Financial Statements, in light of the nature of the Group's activities, the IFRSs issued by IASB are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The Consolidated Financial Statements of the Group for the year ended 31 December 2022 are available upon request from the Company's registered office at Al. Komisji Edukacji Narodowej 57, Warsaw, Poland or at the Company's website: ronson.pl
These Interim Condensed Consolidated Financial Statements have been prepared on the assumption that the Group is a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of its operations. Further explanation and analyzes on significant changes in financial position and performance of the Company during the three months ended 31 March 2023 are included in the Management Board Report on pages 2 through 18.
Except as described below, the accounting policies applied by the Company and the Group in these Interim Condensed Consolidated Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended 31 December 2022.
The following standards and amendments became effective as of 1 January 2023:
The impact of the above amendments and improvements to IFRSs was analyzed by the Management. Based on the assessment the amendments do not impact the annual consolidated financial statements of the Group nor the interim condensed consolidated financial statements of the Groups.
Certain new accounting standards and interpretations have been published that are not mandatory for 2023 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity or the Group in the current or future reporting periods and on foreseeable future transactions.
The preparation of financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Consolidated Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Consolidated Financial Statements for the year ended 31 December 2022.
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The Interim Condensed Consolidated Financial Statements are presented in thousands of Polish Zloty ("PLN"), which is the functional currency of the Parent Company and the Group's presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in currencies other than the functional currency are recognized in the statement of comprehensive income.
The Group's activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate significantly during the year due to the seasonality.
The details of the companies whose financial statements have been included in these Interim Condensed Consolidated Financial Statements, the year of incorporation and the percentage of ownership and voting rights directly held or indirectly by the Company, are presented below and on the following page.
| Entity name | Year of incorporation |
Share of ownership & voting rights at the end of |
||||
|---|---|---|---|---|---|---|
| 31 March 2023 | 31 December 2022 | |||||
| a. | held directly by the Company: | |||||
| 1 | Ronson Development Management Sp. z o.o. | 1999 | 100% | 100% | ||
| 2 | Ronson Development Sp. z o.o. | 2006 | 100% | 100% | ||
| 3 | Ronson Development Construction Sp. z o.o. | 2006 | 100% | 100% | ||
| 4 | City 2015 Sp. z o.o. | 2006 | 100% | 100% | ||
| 5 | Ronson Development Village Sp. z o.o. (1) | 2007 | 100% | 100% | ||
| 6 | Ronson Development Skyline Sp. z o.o. | 2007 | 100% | 100% | ||
| 7 | Ronson Development Universal Sp. z o.o. (1) | 2007 | 100% | 100% | ||
| 8 | Ronson Development South Sp. z o.o.(4) | 2007 | 99,66% | 100% | ||
| 9 | Ronson Development Partner 5 Sp. z o.o. | 2007 | 100% | 100% | ||
| 10 Ronson Development Partner 4 Sp. z o.o. | 2007 | 100% | 100% | |||
| 11 Ronson Development Providence Sp. z o.o. | 2007 | 100% | 100% | |||
| 12 Ronson Development Finco Sp. z o.o. | 2009 | 100% | 100% | |||
| 13 Ronson Development Partner 2 Sp. z o.o. | 2009 | 100% | 100% | |||
| 14 Ronson Development Partner 3 Sp. z o.o. | 2012 | 100% | 100% | |||
| 15 Ronson Development Studzienna Sp. z o.o. | 2019 | 100% | 100% | |||
| 16 Ronson Development SPV1 Sp. z o.o. | 2021 | 100% | 100% | |||
| 17 Ronson Development SPV2 Sp. z o.o. | 2021 | 100% | 100% | |||
| 18 Ronson Development SPV3 Sp. z o.o. | 2021 | 100% | 100% | |||
| 19 Ronson Development SPV4 Sp. z o.o. | 2021 | 100% | 100% | |||
| 20 Ronson Development SPV5 Sp. z o.o. | 2021 | 100% | 100% | |||
| 21 Ronson Development SPV6 Sp. z o.o. | 2021 | 100% | 100% | |||
| 22 Ronson Development SPV7 Sp. z o.o. | 2021 | 100% | 100% | |||
| 23 Ronson Development SPV8 Sp. z o.o. | 2021 | 100% | 100% | |||
| 24 Ronson Development SPV9 Sp. z o.o. | 2021 | 100% | 100% | |||
| 25 Ronson Development SPV10 Sp. z o.o. | 2021 | 100% | 100% | |||
| 26 Ronson Development SPV11 Sp. z o.o. | 2021 | 100% | 100% | |||
| 27 Ronson Development SPV12 Sp. z o.o. (5) | 2022 | 100% | 100% | |||
| 28 Ronson Development SPV13 Sp. z o.o. (6) | 2022 | 100% | 100% |
| 31 March 31 December 2023 2022 b. held indirectly by the Company : Ronson Development Partner 4 Sp. z o.o. – Panoramika Sp.k.(2) 29 2007 - 100% 30 Ronson Development Sp z o.o. - Estate Sp.k. 2007 100% 100% Ronson Development Sp. z o.o. - Home Sp.k.(2) 31 2007 - 100% 32 Ronson Development Sp z o.o. - Horizon Sp.k. 2007 100% 100% Ronson Development Partner 3 Sp. z o.o. - Sakura Sp.k.(2) 33 2007 - 100% 34 Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k. 2009 100% 100% 35 Ronson Development Sp. z o.o. - Apartments 2011 Sp.k. 2009 100% 100% Ronson Development Sp. z o.o. - Idea Sp.k.(2) 36 2009 - 100% Ronson Development Partner 2 Sp. z o.o. – Destiny 2011 Sp.k.(2) 37 2009 - 100% Ronson Development Partner 2 Sp. z o.o. - Enterprise 2011 Sp.k.(2) 38 2009 - 100% 39 Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k. 2009 100% 100% 40 Ronson Development Partner 5 Sp. z o.o - Vitalia Sp.k. 2009 100% 100% 41 Ronson Development Sp. z o.o. - 2011 Sp.k.(2) 2009 - 100% 42 Ronson Development Sp. z o.o. - Gemini 2 Sp.k.(2) 2009 - 100% 43 Ronson Development Sp. z o.o. - Verdis Sp.k.(2) 2009 - 100% 44 Ronson Development Sp. z o.o. - Naturalis Sp.k. 2011 100% 100% 45 Ronson Development Sp. z o.o. - Impressio Sp.k.(2) 2011 - 100% 46 Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k 2011 100% 100% 47 Ronson Development Sp. z o.o. - Providence 2011 Sp.k. 2011 100% 100% 48 Ronson Development Partner 2 Sp. z o.o. - Capital 2011 Sp. k.(2) 2011 - 100% 49 Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k. 2011 100% 100% 50 Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k. 2012 100% 100% 51 Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k. 2012 100% 100% 52 Ronson Development sp. z o.o. – Ursus Centralny Sp. k. 2012 100% 100% 53 Ronson Development Sp. z o.o. - City 4 Sp.k. 2016 100% 100% 54 Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k. 2016 100% 100% 55 Ronson Development Sp. z o.o. Grunwaldzka" Sp.k. 2016 100% 100% 56 Ronson Development Sp. z o.o. - Projekt 3 Sp.k. 2016 100% 100% 57 Ronson Development Sp. z o.o. - Projekt 4 Sp.k. 2017 100% 100% 58 Ronson Development Sp. z o.o. - Projekt 5 Sp.k. 2017 100% 100% 59 Ronson Development Sp. z o.o. - Projekt 6 Sp.k. 2017 100% 100% 60 Ronson Development Sp. z o.o. - Projekt 7 Sp.k. 2017 100% 100% 61 Ronson Development Sp. z o.o. - Projekt 8 Sp.k. 2017 100% 100% 62 Bolzanus Limited (Company with the registered office in Cyprus) 2013 100% 100% 63 Park Development Properties Sp. z o.o. - Town Sp.k. 2007 100% 100% 64 Tras 2016 Sp. z o.o. 2011 100% 100% 65 Park Development Properties Sp. z o.o. 2011 100% 100% 66 Wrocław 2016 Sp. z o.o. 2016 100% 100% 67 Darwen Sp. z o.o.(3) 2018 - 100% 68 Truro Sp. z o.o.(3) 2017 - 100% 69 Tregaron Sp. z o.o. 2017 100% 100% 70 Totton Sp. z o.o.(3) 2017 - 100% 71 Tring Sp. z o.o. 2017 100% 100% 72 Thame Sp. z o.o. 2017 100% 100% 73 Troon Sp. z o.o. 2017 100% 100% 74 Tywyn Sp. z o.o. 2018 100% 100% c. other entities not subject to consolidation: 75 Coralchief sp. z o.o. 2018 50% 50% 76 Coralchief sp. z o.o. - Projekt 1 sp. k. 2016 50% 50% 77 Ronson IS sp. z o.o. 2009 50% 50% 78 Ronson IS sp. z o.o. sp. k. 2012 50% 50% |
Entity name | Year of incorporation |
Share of ownership & voting rights at the end of |
|---|---|---|---|
1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria Radcy Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
2) Companies merged with Ronson Development South Sp. z o.o. on 27 January 2023
3) Companies merged with Wrocław 2016 Sp. z o.o. on 16 March 2023
4) 99.66% of shares in the company are held by Ronson Development SE, the remaining 0.34% of shares are held by: Ronson Development sp. z o.o. (0.19%), Ronson Development Partner 2 sp. z o.o. (0.09%), Ronson Development Partner 3 sp. z o.o. (0.03%) and Ronson Development Partner 4 sp. z o.o. (0.03%) all of this companies are held 100% by Ronson Development SE.
5) The company's business name has been changed to LivinGO Ursus sp. z o.o., which will be effective on the date of its entry into the National Court Register, an application in this case has been submitted and we are waiting for registration.
6) The company's current business name is LivinGO Holding sp. z o.o.
The Group's operating segments are defined as separate entities developing particular residential projects, which for reporting purposes were aggregated. The aggregation for reporting purpose is based on geographical locations (Warsaw, Poznań, Wrocław and Szczecin) and type of development (apartments, of houses). Moreover, for particular assets the reporting was based on type of income: rental income from investment property or from socalled Private Rent Sector. The segment reporting method requires also the Company to present separately joint venture within Warsaw segment. There has been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss from the last Annual Consolidated Financial Statements. There is no aggregation of the revenues to one Client, the revenue is distracted to many clients, mostly individual clients.
According to the Management Board's assessment, the operating segments identified have similar economic characteristics. Aggregation based on the type of development within the geographical location has been applied since primarily the location and the type of development determine the average margin that can be realized on each project and the project's risk factors. Considering the fact that the construction process for apartments is different from that for houses and considering the fact that the characteristics of customers buying apartments slightly differ from those of customers interested in buying houses, aggregation by type of development within the geographical location has been used for segment reporting and disclosure purposes.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated indirectly based on reasonable criteria. Unallocated assets comprise mainly fixed assets and income tax assets. Unallocated liabilities comprise mainly income tax liabilities, deferred tax liabilities, bond loans and financial liability measured at FVPL. The unallocated result (loss) comprises mainly head office expenses. IFRS adjustments represent the elimination of the Joint venture segment for reconciliation of the profit (loss), assets and liabilities to the consolidated numbers as well as the effect of measurement of liability at fair value. Joint ventures are accounted using the equity method.
The Group evaluates its performance on a segment basis mainly based on sale revenues, own cost of sales from residential projects and rental activity, allocated marketing costs and others operating costs/income assigned to each segment. Additionally the Group analyses the profit and gross margin on sales, as well as result before tax (including financial costs and income assigned to the segment) generated by the individual segments.
Data presented in the table below are aggregated by type of development within the geographical location:
| As at 31 March 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | ||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Segment assets |
575,556 | 105,352 | 1,202 | 71,445 | 127,330 | 9,005 | 63,574 | - | 92,234 | - | - | (484) 1,045,215 | |
| Unallocat ed assets |
- | - | - | - | - | - | - | - | - | - | 16.192 | - | 16.192 |
| Total assets |
575,556 | 105,352 | 1,202 | 71,445 | 127,330 | 9,005 | 63,574 | - | 92,234 | - | 16.192 | (484) 1,061,407 | |
| Segment liabilities |
210,814 | 5,799 | 36 | 24,349 | 26,891 | 18 | 24,579 | - | 21,738 | - | - | (36) | 314,189 |
| Unallocat ed liabilities |
- | - | - | - | - | - | - | - | - | - | 294.833 | - | 284.833 |
| Total liabilities |
210,814 | 5,799 | 36 | 24,349 | 26,891 | 18 | 24,579 | - | 21,738 | - | 294.833 | (36) | 609,022 |
In thousands of Polish Zlotys (PLN)
| In thousands of Polish Zlotys (PLN) | As at 31 December 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocated | IFRS adjustments |
Total | |||||||
| Apartments Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | |||||
| Segment assets |
530,898 | 100,278 | 5,570 | 70,605 | 122,968 | 8,953 | 58,431 | - | 86,801 | - | - | (3,123) | 981,382 |
| Unallocated assets |
- | - | - | - | - | - | - | - | - | - | 20,721 | - | 20,721 |
| Total assets | 530,898 | 100,278 | 5,570 | 70,605 | 122,968 | 8,953 | 58,431 | - | 86,801 | - | 20,721 | (3,123) 1,002,103 | |
| Segment liabilities |
160,174 | 5,216 | 955 | 24,376 | 24,320 | (0) | 17,278 | - | 17,050 | - | - | (955) | 248,414 |
| Unallocated liabilities |
- | - | - | - | - | - | - | - | - | - | 302,293 | - | 302,293 |
| Total liabilities |
160,174 | 5,216 | 955 | 24,376 | 24,320 | (0) | 17,278 | - | 17,050 | - | 302,293 | (955) | 550,707 |
| In thousands of Polish Zlotys (PLN) | For the three months ended 31 March 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocated | IFRS Adjust ments |
Total | |||||||
| Apartments | Houses | Joint venture |
Rental(2) | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Revenue/Revenu e from external services(1) |
19,619 | - | 1,456 | 235 | - | - | 1,327 | - | 651 | - | - | (1,457) | 21,831 |
| Segment result | 5,171 | (224) (1,632) | 156 | 6 | (0) | 103 | - | (23) | - | - | 1,632 | 5,188 | |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (6,507) | - | (6,507) |
| Depreciation | (50) | - | - | - | - | - | - | - | - | - | (134) | - | (185) |
| Result from operating activities |
5,121 | (224) (1,632) | 156 | 6 | (0) | 103 | - | (25) | - | (6,641) | 1,632 | (1,502) | |
| Net finance income/expenses |
68 | (12) | 46 | (6) | (13) | (1) | (31) | - | (6) | - | (1,761) | (46) | (1,760) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | - | - | - | - | - | - | - | - | - | 5,640 | - | 5,640 |
| Profit/(loss) before tax |
5,189 | (236) (1,586) | 150 | (7) | (1) | 73 | - | (30) | - | (2,762) | 1,586 | 2,375 | |
| Income tax expenses |
(1,885) | ||||||||||||
| Profit/(loss) for the period |
490 |
(1) Revenue is recognized when the customer takes control of the premises, i.e. on the basis of a signed protocol of technical acceptance, handover of keys to the purchaser of the premises and receipt of full payment.
(2) Performance obligation fulfilled over time.
| In thousands of Polish Zlotys (PLN) | For the three months ended 31 March 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocated | IFRS adjustments |
Total | |||||||
| Apartments | Houses | Joint | venture Rental(2) | Apartments Houses | Apartments | Houses | Apartments | Houses | |||||
| Revenue/Revenue from external services(1) |
101,280 | - | 9,688 | 199 | 1,266 | - | 128 | - | 9,512 | - | - | (9,688) | 112,385 |
| Segment result | 23,573 | 759 | 1,951 | 226 | (2,351) | 1,376 | (56) | - | 614 | - | - | (1,951) | 24,142 |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (6,220) | - | (6,220) |
| Result from operating activities |
23,573 | 759 | 1,951 | 226 | (2,351) | 1,376 | (56) | - | 614 | - | (6,220) | (1,951) | 17,922 |
| Net finance income/ (expenses) |
(1,430) (1,689) | (41) | 699 | (922) | (197) | 556 | - | (1,109) | - | (268) | 41 | (4,429) | |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | - | - | - | - - |
- - | - | - - | - | - | - | - | - |
| Profit/(loss) before tax |
22,144 | (930) | 1,910 | 925 | (3,342) | 1,180 | (499) | - | (495) | - | (6,488) | (1,910) | 13,493 |
| Income tax expenses |
(3,907) | ||||||||||||
| Profit/(loss) for the period |
9,586 |
(1) Revenue is recognized when the customer takes control of the premises, i.e. on the basis of a signed protocol of technical acceptance, handover of keys to the purchaser of the premises and receipt of full payment.
(2) Performance obligation fulfilled over time.
| For the 3 months ended 31 March 2023 |
For the year ended 31 December 2022 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Balance at 1 January | 63,139 | 28,595 |
| IFRS 16 adjustment | 9 | 128 |
| Purchase of investment property land | - | 34,113 |
| Investment expenditures incurred | 560 | - |
| Change in fair value during the year | - | 303 |
| Balance as at 31 March, including: | 63,707 | 63,139 |
| Cost at the time of purchase | 58,255 | 57,695 |
| IFRS 16 | 682 | 673 |
| Fair value adjustments | 4,771 | 4,771 |
As at 31 March 2023, the investment property balance included:
Investment properties and investment properties under construction are measured initially at cost, including transaction costs.
At the end of each reporting period, the Management Board conducts an assessment of the fair value of each property, taking into account the most up-to-date appraisals. Profits or losses resulting from changes in the fair value of investment properties are recognized in the statement of comprehensive income in the period in which they arise. The result on the valuation of investment properties is presented in the profit / loss on investment property item.
The Management Board determines the value of the property within the range of reasonable estimates of the fair value. The best evidence to determine the fair value is the current prices of similar properties in an active market.
In the absence of such information, management analyzes information from various sources, including:
All fair value estimates of real estate determined in this way, except for investment land, are included in level 3. In this method, the key input data are prices per square meter of comparable (in terms of location and size) plots in the same region obtained in sales transactions in the current year (Level 2 of the fair value hierarchy). The unobservable input data on the Level 3 was average period of comparable transactions. For the comparison approach the external appraiser used the transactions from the period 2021-2023 to perform the valuation.
Movements in Inventory during the three months ended 31 March 2023 were as follows:
| In thousands of Polish Zlotys (PLN) | As at 31 December 2022 |
Transferred to finished units |
Additions | As at 31 March 2023 |
|---|---|---|---|---|
| Land and related cost | 421,324 | (18,157) | 565 | 403,732 |
| Construction costs | 205,595 | (107,105) | 53,363 | 151,853 |
| Planning and permits | 22,322 | (2,814) | 48 | 19,556 |
| Borrowing costs | 48,453 | (3,167) | 5,533 | 50,819 |
| Borrowing costs on lease and | ||||
| depreciation perpetual | 3,923 | (2,394) | 1,038 | 2,567 |
| usufruct right (1) | ||||
| Other | 3,755 | (3,320) | 2,375 | 2,809 |
| Work in progress | 705,372 | (136,957) | 62,921 | 631,336 |
| In thousands of Polish Zlotys (PLN) | As at 31 December 2022 |
Transferred from work in progress |
Recognized in the statement of comprehensive income |
As at 31 March 2023 |
|---|---|---|---|---|
| Finished goods | 28,059 | 136,957 | (14,480) | 150,176 |
| As at | Revaluation write-down recognized in statement of comprehensive income |
As at | ||
| In thousands of Polish Zlotys (PLN) | 31 December 2022 |
Increase | Utilization/ Reversal |
31 March 2023 |
| As at 31 December 2022 |
Recalculation adjustment (2) |
Depreciation | Transferred to Land designated for development |
Transfer to Other receivables |
As at 31 March 2023 |
|---|---|---|---|---|---|
| 16,793 | 14,412 | (52) | (1,674) | (200) | 29,278 |
| 747,254 | 807,823 | ||||
(1) For additional information see note 13.
(2) Relates to change in the perpetual usufruct payments from 2023 and purchased land with perpetual usufruct. Amount of PLN 13,916 thousand of the recalculation adjustments is described in Note 22 (iv) Litigation- Ursus Centralny.
| In thousands of Polish Zlotys (PLN) |
As at 1 January 2022 |
Transferred to finished goods |
Additions | As at 31 December 2022 |
|
|---|---|---|---|---|---|
| Land and related | |||||
| expense | 358,975 | (17,261) | 79,610 | 421,324 | |
| Construction costs | 115,557 | (111,696) | 201,734 | 205,595 | |
| Planning and permits | 17,131 | (3,412) | 8,604 | 22,322 | |
| Borrowing costs (2) | 38,432 | (5,310) | 15,331 | 48,453 | |
| Borrowing costs on | |||||
| lease and depreciation | 3,039 | (350) | 1,234 | 3,923 | |
| perpetual usufruct right (1) |
|||||
| Other | 3,647 | (2,263) | 2,371 | 3,755 | |
| Work in progress | 536,780 | (140,293) | 308,884 | 705,372 | |
| Recognized in the | |||||
| As at | Transferred from | statement of | As at | ||
| In thousands of Polish | 1 January 2022 | work in progress | comprehensive | 31 December 2022 | |
| Zlotys (PLN) | income | ||||
| Finished goods | 105,681 | 140,293 | (217,915) | 28,059 | |
| Revaluation write-down recognized in | |||||
| As at | statement of comprehensive income | As at | |||
| In thousands of Polish Zlotys (PLN) |
1 January 2022 | Increase | Utilization/Rever sal |
31 December 2022 | |
| Write-down | (4,118) | - | 1,148 | (2,970) | |
| In thousands of Polish | As at 1 January 2022 |
Recalculation adjustment (3) |
Depreciation | Transfer to Other receivables |
As at 31 December 2022 |
| Zlotys (PLN) Perpetual usufruct |
|||||
| right (2) | 17,199 | 1,447 | (215) | (1,638) | 16,793 |
| Inventory, valued at | |||||
| lower of cost and net | |||||
| 655,542 | 747,254 | ||||
| realisable value |
(2) Borrowing costs are capitalized to the value of inventory with 9.912% average effective capitalization interest rate.
(3) Relates to change in the perpetual usufruct payments from 2022
Plots of land purchased for development purposes on which construction is not planned within a period of three years has been reclassified as Residential landbank presented within Non-current assets. The table below presents the movement in the Residential landbank:
| For the 3 months ended | For the year ended | |
|---|---|---|
| In thousands of Polish Zloty (PLN) | 31 March 2023 | 31 December 2022 |
| Opening balance | 21,094 | 10,041 |
| Sold land | - | - |
| Moved from inventory | 1,674 | - |
| Additions | 7,360 | 12.335 |
| Write-down adjustment | - | (1,282) |
| Total closing balance | 30,128 | 21,094 |
| Closing balance includes: | ||
| Book value | 38,718 | 29,681 |
| Write-down | (8,589) | (8,587) |
| Total closing balance | 30,128 | 21,094 |
During the period ended 31 March 2023, the Group decided to reclassify from the inventory line to land designated for development line the perpetual usufruct assets related to KEN project with a total value of PLN 1,674 thousand. In the period ended 31 March 2023 the company finalized the purchase of a plot in Ochota district in Warsaw on the total amount of PLN 7,100 thousand which resulted in the movement from the advances for Land to Land designated for development.
| In thousands of Polish Zlotys (PLN) | As at 31 March 2023 |
As at 31 December 2022 |
|---|---|---|
| Value added tax (VAT) receivables | 37,212 | 39,204 |
| Trade receivables | 3,745 | 1,565 |
| Other receivables | 13,750 | 13,689 |
| Trade and other receivables - IFRS 16 (impact of perpetual usufruct) |
712 | 980 |
| Notary's deposit | 1,100 | 1,100 |
| Prepayments(1) | 10,410 | 9,082 |
| Total trade and other receivables and prepayments | 66,929 | 65,620 |
(1) The capitalized costs relating to obtaining the contracts have been presented in this line and amounted to PLN 1.2 million for the 3 months ended 31 March 2023 year and PLN 1.6 million for the year ended 31 December 2022.
During the period ended 31 March 2023 and the year ended 31 December 2022, the Group booked allowance for doubtful accounts in the amount of PLN 378 thousand and PLN 518 thousand respectively as irrecoverable debts included in trade and other receivables.
Notary's deposits represents paid amount for the preliminary purchase agreements of lands. The balance of the deposit related to preliminary purchase agreement of land, as notarial deposit for the purchase of land in Warsaw, located in Bielany.
VAT receivables balance decrease by PLN 2.0 million due to VAT return on previously purchased lands The VAT return process takes up to 180 days. 31 March 2023 (signed preliminary and final purchase agreements), partially compensated by VAT return in the total amount of PLN 10.2 million.
As at 31 March 2023 and at the time of preparing the financial statements there are two ongoing customs and revenue tax inspections in the companies: Ronson Development Sp. z o.o. - Projekt 3 Sp. k. ("Projekt 3") and Ronson Development Sp. z o.o. - Projekt 6 Sp. k. ("Projekt 6").
On 17 January 2022 Projekt 6 received an authorization to carry out a tax inspection in terms of the accuracy of the declared tax as well as for the correctness of calculating and paying the tax on goods and services for the month August 2021. The amount of VAT audited by the tax authorities amounts to PLN 2.6 million.
On 3 February 2022, Projekt 3 received an authorization to carry out a tax inspection in terms of the accuracy and correctness of the declared VAT return for the months from February to April 2021. The amount of VAT audited by the tax authority amounts to PLN 2.6 million.
Since 2021, the above mentioned companies have completed purchases of land in Warsaw. The purchase agreements were concluded with group IŁ Capital. As a result the Companies have applied for a VAT refund on the above transactions. By order dated 6 February 2023, the scheduled date for completion of the tax inspection at Project 3 was set for 8 May 2023. By order of 13 April 2023, the planned date for the completion of the tax inspection at Project 6 was set for 17 July 2023. The indicated dates for the completion of the inspections are not binding and are subject to change.
Other receivables are related to the advances for land which the transaction from this agreements was not finalized in the amount of PLN 4.9 million (including VAT) in subsidiary Ronson Development sp. z o.o. - Project 4 sp. k.. Additionally, Ronson Development sp. z o.o.- Project 3 sp.k. an amount of PLN 6.4 million (including VAT) as a refund of part of the deposits paid towards the purchase price of the property at Epopei Street in Warsaw.
The table below presents the lists of advances for land paid as at 31 March 2023 and 31 December 2022:
| Investment location | As at 31 March 2023 | As at 31 December 2022 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Warsaw, Białołęka | 1,450 | 1,450 |
| Warsaw, Ursus | 10,000 | 10,000 |
| Warsaw, Ursynów | 2,100 | 2,100 |
| Warsaw, Ochota | - | 7,100 |
| Total | 13,550 | 20,650 |
For more information about purchase of plots during the period ended 31 March 2023 please refer to Note 26 to the Interim Condensed Consolidated Financial Statements.
The movement on the right-of-use assets and lease liabilities during the period ended 31 March 2023 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2023 |
Transferred to Land designated for development |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment (1) |
Transfer to trade receivables |
31 March 2023 |
|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
16,793 | (1,674) | (52) | - | 14,412 | (200) | 29,278 |
| Right of use assets related to investment property |
673 | - | - | 9 | - | - | 682 |
| Right of use assets related to land designated for development |
- | 1,674 | - | - | - | - | 1,674 |
| Right of use assets related to fixed assets |
364 | - | (23) | - | - | - | 341 |
| In thousands of Polish Zlotys (PLN) |
1 January 2023 |
Transferred to Land designated for development |
Finance expense |
Payments | Recalculation adjustment (1) |
Transfer to trade payables |
31 March 2023 |
|---|---|---|---|---|---|---|---|
| Lease liabilities related to inventory |
16,888 | - | 274 | (922) | 14,221 | (200) | 30,260 |
| Lease liabilities related to fixed assets |
434 | - | 2 | - | - | - | 436 |
| Lease liabilities related to investment property |
663 | - | (35) | 35 | - | - | 663 |
(1) Relates to change in the perpetual usufruct payments from 2023
The movement on the right of use assets and lease liabilities during the period ended 31 December 2022 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2022 |
Additions | Depreciation charge |
Fair value Recalculation adjustment (1) adjustment |
Transfer to trade receivables |
31 December 2022 |
|
|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
17,199 | 1,674 | (215) | - | (227) | (1,638) | 16,793 |
| Right of use assets related to investment property |
545 | - | (10) | - 138 |
- | 673 | |
| Right of use assets related to fixed assets |
296 | 154 | (86) | - | - | - | 364 |
| In thousands of Polish Zlotys (PLN) |
1 January 2022 |
Additions | Finance expense |
Payments | Recalculation adjustment (1) |
Transfer to trade |
31 December 2022 |
| Lease liabilities related to inventory |
17,231 | 1,674 | 1,049 | (1,162) | (265) | payables (1,639) |
16,888 |
| Lease liabilities related to fixed assets |
292 | 142 | - | - | - | - | 434 |
(1) Relates to change in the perpetual usufruct payments from 2023
On 1 February 2022 and 22 February 2022, the Group and Amos Luzon Development and Energy Group Ltd., the Group's controlling shareholder, concluded SAFE agreements ("SAFE") with Sphera Master Fund L.P, More Provident Funds Ltd., Sphera Small Cap Fund L.P, EJS Galatee Holdings and Klirmark Opportunity Fund III L.P (the "Investors") raising a total of ILS 60 million which for the date of transaction amounted to PLN 74.6 million. All the needed conditions have been completed and the full agreement amount has been transferred to the Company.
The above agreements grant the Investors certain rights applicable after the Group is delisted from the regulated market of the Warsaw Stock Exchange, including the right to subscribe for instruments convertible into shares in the Group, as well as the right to convert their respective investments into shares or bonds in A. Luzon Group.
The above agreements do not impose any restrictive covenants or onerous undertakings on the part of the Group as well as it does not bear any interest. The respective instrument should be classified as a financial liability because it includes the obligation to deliver cash to investors in the event of change of control and it includes a conversion option that does not meet the fixed-for-fixed criteria. The Group designated the financial liability as measured at FVPL entirely, on initial recognition. No amount was recognized through the other comprehensive income.
As at 31 March 2023 the fair value of the SAFE is ILS 54,601 thousand (PLN 64,866 thousand) based on the arm'slength transactions made as of the valuation date. The profit in fair value valuation in the amount of PLN 5,640 thousand has been recognized in profit and loss, no value was recognized in other comprehensive income. The liability is due in August 2023, with the possibility for the investors to decide about the extension for the next 12 months.
The below table presents the payments made by the investors and the valuation of the liability as at the transaction date and as at 31 March 2023:
| Investor | Amount of the investment in Ronson [in ILS] |
Date of payment |
Paid to Ronson [in EUR] |
Paid to Ronson on the transaction date [in PLN] |
Fair value 31.12.2022 [in PLN] |
Fair value 31.03.2023 [in PLN] |
Gain/(loss) in fair value of financial instrument at fair value through profit and loss [in PLN] |
|---|---|---|---|---|---|---|---|
| EJS Galatee Holdings | 1,500,000 | 23 February 2022 | 413,232 | 1,876,734 | 1,773,104 | 1,631,266 | 141,838 |
| Sphera Master Fund L.P | 26,500,000 | 18 February 2022 | 7,264,254 | 32,753,070 | 30,944,513 | 28,469,135 | 2,475,378 |
| Sphera Small Cap L.P | 2,000,000 | 18 February 2022 | 551,953 | 2,488,646 | 2,351,228 | 2,163,144 | 188,084 |
| Moore Provident Funds | 15,000,000 | 23 February 2022 | - | 18,656,716 | 17,626,531 | 16,216,513 | 1,410,018 |
| Klirmark Opportunity Fund III L.P |
15,000,000 | 24 February 2022 | - | 18,851,326 | 17,810,395 | 16,385,668 | 1,424,727 |
| Total | 60,000,000 | 8,229,439 | 74,626,492 | 70,505,771 | 64,865,727 | 5,640,044 |
The valuations of the SAFE agreements was performed by external advisors Prometheus Financial Advisory, which specializes in financial accounting and complex financial instruments. The valuation of the instrument was determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Group Equity Securities Issued as Compensation, (the "AICPA Practice Aid") and according to the principles of valuation of equity securities of private companies issued as part of compensation. The assumptions used in the valuation model are based on the future expectations combined with the Group's management judgement. Numerous objective and subjective factors to determine the fair value of the ordinary shares as of the date of each option grant, including the following factors:
For valuation purposes, each SAFE agreement has two components: equity (assuming a public offering of the Company's shares in Israel and a listing of the Company's shares on the Tel Aviv Stock Exchange (collectively "IPO")) and debt. As of the valuation date, i.e. March 31, 2023, the Company's Management Board estimates that the probability of an IPO has decreased to 0%, due to significant formal complications, particularly tax complications (the obligation to pay taxes for capital gains; the obligation to pay taxes on dividend distribution; the registration for tax purposes in Poland and to have taxpayer number; the obligation to report on tax incomes on a yearly basis) for potential shareholders acquiring the Company's shares on the Tel Aviv Stock Exchange.
Based on the above, Group's management does not anticipate an IPO on the Israeli Stock Exchange before finding possible solutions to these problems. Therefore, valuation was focused on the valuation of the debt component only.
In order to estimate the fair value of the SAFE, the investors' loss was reduced from the original SAFE Amount. SAFE Amount, which is reflected in gain from fair value of SAFE Liabilities amounted PLN 5,640 thousand recognized in the Consolidated Statement of Comprehensive Income. Change of YTM of Luzon bond (series 10) from 6.54% as at 31 December 2022 to 9.3% as at 31 March 2023 was the main factor resulting in change of fair value of the financial liability. In comparison during the first quarter of the year 2022 loss in fair value amounted to PLN 4,376 thousand recognized in the period ended 31 March 2022, which resulted from conversion of the liability in ILS to PLN.
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
| Fair Value as at | Range of input (probability weighted average) |
|||||
|---|---|---|---|---|---|---|
| Description | 31 March 2023 [PLN thousands] |
31 December 2022 [PLN thousands] |
Unobservable input |
31.03.2023 | 31.12.2022 | Relationship of unobservable inputs to fair value |
| Financial liability measured at FVPL (SAFE agreements) |
64,866 | 70,506 | YTM (Yield to Maturity) discount rate |
3%-9.3% | 3%-6.54% | A shift of the YMT rate by +1 p.p. results in a lower value of 768 thousands PLN (2022: change in default rate by +1 p.p. decreased FV by PLN ('000) 1,168) A shift of the YMT rate by -1 p.p. results in a higher in value of 768 thousands PLN (2022: change in default rate by - 1 p.p. increased FV by PLN('000) 1,168) |
Changes in the other factors do not materially affect the valuation, as it is linked to the observable transaction that was the transfer of cash by Investors.
The table below presents the movements in bond loans during the three months ended 31 March 2023 and during the year ended 31 December 2022 as well as the Current and Non-currents balances as at the end of respective periods:
| For the period ended | For the year ended | |
|---|---|---|
| In thousands of Polish Zloty (PLN) | 31 March 2023 (Reviewed/ Unaudited) |
31 December 2022 (Audited) |
| Opening balance | 203,370 | 249,238 |
| Repayment of bond loans | - | (50,000) |
| Issue cost amortization | 276 | 1,349 |
| Accrued interest | 5,727 | 18,086 |
| Interest repayment | (5,794) | (15,303) |
| Total closing balance | 203,579 | 203,370 |
| Closing balance includes: | ||
| Current liabilities | 45,193 | 45,260 |
| Non-current liabilities | 158,386 | 158,110 |
| Total Closing balance | 203,579 | 203,370 |
| In thousands of Polish Zlotys (PLN) |
Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
Fair value(3) |
|---|---|---|---|---|---|---|---|---|
| Bonds loans series V(1) | PLN | 6 month Wibor + 4.30% |
2024 | 100,000 | 0 | (656) | 99,344 | 98,000 |
| Bonds loans series W(2) | PLN | 6 month Wibor + 4.00% |
2025 | 100,000 | 5,193 | (958) | 104,235 | 94,010 |
| Total | 200,000 | 5,193 | (1,614) | 203,579 | 192,010 |
1)The series V bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2023)
and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2024. 2)The series W bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2024
and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2025. 3) The fair value is set based on the bond price on Catalyst as at 31 March 2023.
| In thousands of Polish Zlotys (PLN) |
Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
Fair value(3) |
|---|---|---|---|---|---|---|---|---|
| Bonds loans series V(1) | PLN | 6 month Wibor + 4.30% |
2024 | 100,000 | 2,865 | (817) | 102,049 | 95,480 |
| Bonds loans series W(2) | PLN | 6 month Wibor + 4.00% |
2025 | 100,000 | 2,394 | (1,073) | 101,321 | 89,200 |
| Total | 200,000 | 5,260 | (1,890) | 203,370 | 184,680 |
1)The series V bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2023) and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2024.
2)The series W bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2024
and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2025.
3) The fair value is set based on the bond price on Catalyst as at 31 December 2022, classified as level 1 of fair value hierarchy.
Based on the conditions of bonds V and W in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 80% on the Check Date.
Until the publication date, as at 31 March 2023 and as at 31 December 2022 the Company did not breach any bonds loan covenants, which will expose the Company or the Group for risk of obligatory and immediate repayment of any loan.
The table presenting the Net Indebtedness Ratio as at 31 March 2023 and 31 December 2022:
| In thousands of Polish Zlotys (PLN) | As at 31 March 2023 |
As at 31 December 2022 |
|---|---|---|
| Loans and Bonds | 203,579 | 203,370 |
| Secured bank loans | 10,638 | 16,297 |
| Financial liability measured at FVPL | 64,866 | 70,506 |
| IFRS 16 - Lease liabilities related to cars | 363 | 363 |
| Less: cash on individual escrow accounts (other current financial assets) | (9,969) | (11,217) |
| Less: Cash and cash equivalents | (50,843) | (51,185) |
| Net Debt | 218,634 | 228,134 |
| Equity | 452,386 | 451,396 |
| Ratio | 48.3% | 50.5% |
| Max Ratio | 80.0% | 80.0% |
Based on the conditions of bonds V and W transactions with related-parties (shareholders holding more than 25% of the shares in the Company "within the meaning of IAS 24 or with related parties "including with entities controlling the Company whether jointly or individually, whether directly or indirectly or with their subsidiaries which are not members of the Group) shall not exceed the aggregate amount of PLN 1.0 million during any given calendar year.
During the period ended 31 March 2023 and year ended 31 December 2022, the consulting fees related to A. Luzon Group amounted to PLN 235 thousand and PLN 900 thousand respectively.
Terms and conditions of issuance of Bonds of the Company ("T&C's") provide that only certain, specified types of financial indebtedness should be taken into account when determining the level of financial indebtedness for the purpose of calculating financial ratios in accordance with T&C's. In particular, certain T&C's require that financial indebtedness resulting from finance lease agreements (in Polish: umowy leasingu finansowego) should be included in calculation of the financial indebtedness. Those T&C's do not provide that the indebtedness resulting from finance lease agreements shall also include other financial indebtedness which is recognized as lease liability in accordance with IFRS 16.
Given the above, and taking into the account the type of activities carried out by the Group, despite changes in the IFRS in this respect, the Company concluded that inclusion of other type of financial indebtedness, in particular liabilities from annual fees for perpetual usufruct, for the purposes of calculations of financial ratios would not be in line with T&C's and therefore the Company does not include such finance lease alike items in such calculations.
For additional information about IFRS 16 see Note 13.
| For the period ended 31 March 2023 |
For the year ended 31 December 2022 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 16,297 | 1,568 |
| New bank loan drawdown | 27,763 | 97,934 |
| Bank loans repayments | (33,422) | (83,205) |
| Bank charges paid | - | (2,150) |
| Bank charges presented as prepayments | 318 | 1,273 |
| Bank charges amortization (capitalized on Inventory) | (318) | 876 |
| Total closing balance | 10,638 | 16,297 |
| Closing balance includes: | ||
| Current liabilities | 10,638 | 16,297 |
| Non-current liabilities | - | - |
| Total closing balance | 10,638 | 16,297 |
| Investment | Currency | Nominal interest rate | Year of maturity |
Credit line amount in ('000 PLN) |
Unpaid amount as at 31 March 2023 ('000 PLN) |
Balance as at 31 March 2023 ('000 PLN) |
|---|---|---|---|---|---|---|
| Grunwaldzka | PLN | 3 Month Wibor + 2.90% | 2026 | 20,880 | 361 | 361 |
| Miasto Moje VI | PLN | 3 Month Wibor + 2.50% | 2023 | 59,600 | 17 | 17 |
| Ursus IIC | PLN | 3 Month Wibor + 2.50% | 2023 | 61,900 | 5,156 | 5,156 |
| Nowe Warzymice IV | PLN | 3 Month Wibor + 2.20% | 2023 | 20,000 | 5,095 | 5,095 |
| Viva Jagodno IIB | PLN | 3 Month Wibor + 2.20% | 2023 | 38,850 | 10 | 10 |
| Total | 201,230 | 10,638 | 10,638 |
| Unpaid amount | ||||||
|---|---|---|---|---|---|---|
| Credit line | as at 31 | Balance as at 31 | ||||
| Investment | Currency | Nominal interest rate | Year of maturity |
amount in ('000 PLN) |
December 2022 ('000 PLN) |
December 2022 ('000 PLN) |
| Grunwaldzka | PLN | 3 Month Wibor + 2.90% | 2025 | 20,880 | 11 | 11 |
| Miasto Moje VI | PLN | 3 Month Wibor + 2.50% | 2023 | 59,600 | 11,755 | 11,755 |
| Ursus IIC | PLN | 3 Month Wibor + 2.50% | 2023 | 61,900 | - | - |
| Nowe Warzymice IV | PLN | 3 Month Wibor + 2.20% | 2023 | 20,000 | 2,604 | 2,604 |
| Viva Jagodno IIB | PLN | 3 Month Wibor + 2.20% | 2023 | 38,850 | 1,928 | 1,928 |
| Total | 201,230 | 16,297 | 16,297 |
In the case of bank loans, the fair value does not differ significantly from the carrying amount because the interest payable on these liabilities is close to the current market rates or the liabilities are short-term. For unquoted financial instruments, the discounted cash flow model was used and classified to the second level of the fair value hierarchy.
All credit bank loans are secured. For additional information about unutilized credit loans see Note 22. The bank loans are presented as short-term due to the fact that those are the credit lines used by the Group and repaid during normal course of business (up to 12 months). .
| In thousands of Polish Zlotys (PLN) | As at 31 March 2023 | As at 31 December 2022 |
|---|---|---|
| Trade payables | 20,076 | 22,681 |
| Trade payable related to purchase of land(1) | 23,450 | 23,450 |
| Accrued expenses | 30,142 | 24,020 |
| Guarantees for construction work | 1,487 | 1,472 |
| Value added tax (VAT) and other tax payables | 2,015 | 1,778 |
| Non-trade payables | 1,124 | 674 |
| Other trade payables - IFRS 16 | 715 | 981 |
| Total trade and other payables and accrued expenses | 79,008 | 75,055 |
(1) The balance relates to land purchase transaction held on 19 September 2022 in which the Group via its subsidiary signed final agreement for the purchase of the land on Wolska Street Warsaw, the payment is deferred to 31 July 2023.
Trade and non-trade payables are non-interest bearing and are normally settled on 30-day terms.
| For the 3 months ended 31 March 2023 |
For the 3 months ended 31 March 2022 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Unreviewed) / (unaudited) | (Unreviewed) / (unaudited) |
| Current tax expense | ||
| Current period | 1,835 | 676 |
| Taxes in respect of previous periods | 118 | 860 |
| Total current tax expense | 1,953 | 1,536 |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | 656 | 3,375 |
| Deffered tax asset recognized from the tax losses | (724) | (1,107) |
| Total deferred tax (benefit)/expense | (67) | 2,268 |
| Total income tax expense | 1,885 | 3,804 |
The effective income tax rate in the period ended 31 March 2023 amounted to 79% (29% in comparative period). The higher effective tax rate for the period of three months ended 31 March 2023 was the result of higher nontaxable expenses resulting from exceeding the limits on debt financing and intangible services under the Corporate Income Tax Act and CIT adjustments from previous years.
Movements in Deferred tax assets and liabilities during the three months ended 31 March 2023 were as follows:
| Opening balance 1 January 2023 |
Recognized in the statement of comprehensive |
Closing balance 31 March 2023 |
|
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | income | ||
| Deferred tax assets | |||
| Tax loss carry forward | 5,704 | 724 | 6,428 |
| Difference between tax and accounting basis of inventory | 33,963 | (5,658) | 28,305 |
| Accrued interest | 1,100 | (13) | 1,087 |
| Accrued expense | 1,067 | (328) | 738 |
| Write-down on work in progress | 2,635 | - | 2,635 |
| Fair value valuation of SAFE agreement | 871 | (148) | 722 |
| Other | 750 | (27) | 724 |
| Total deferred tax assets | 46,090 | (5,450) | 40,640 |
| Deferred tax liabilities | |||
| Difference between tax and accounting revenue recognition |
48,641 | (7,166) | 41,475 |
| Difference between tax base and carrying value of capitalized finance costs on inventory |
9,129 | 681 | 9,809 |
| Accrued interest | 567 | - | 567 |
| Fair value gain on investment property | 1,611 | (126) | 1,485 |
| Exchange rates difference on valuation of an agreement | 783 | 1,072 | 1,855 |
| Other | 338 | 22 | 361 |
| Total deferred tax liabilities | 61,068 | (5,517) | 55,551 |
| Total deferred tax benefit (see Note 17) | (67) | ||
| Deferred tax assets | 46,090 | 40,640 | |
| Deferred tax liabilities | 61,068 | 55,551 | |
| Offset of deferred tax assets and liabilities for individual companies |
(37,260) | (33,023) | |
| Deferred tax assets reported | |||
| in the statement of financial position | 8,830 | 7,617 | |
| Deferred tax liabilities reported in the statement of financial position |
23,809 | 22,528 |
Payments from customers on account of the purchase of apartments and parking spaces are recorded as deferred income until the time that they are delivered to the buyer and are recognised in the income statement as "sales revenue". This balance sheet item is closely dependent over time on the relationship between the sales rate (which as it increases, increases this item) and the deliveries rate (which as it decreases, decreases this item).
| In thousands of Polish Zlotys (PLN) | As at 31 March 2023 |
As at 31 December 2022 |
|---|---|---|
| Deferred income related to the payments received from customers for the purchase of products, not yet included as income in the income statement |
||
| Opening balance | 139,911 | 198,047 |
| - increase (advances received) | 69,213 | 242,123 |
| - decrease (revenue recognized) | (21,832) | (300,258) |
| Total advances received | 187,293 | 139,911 |
| Other (deferred income)* | 5,839 | - |
| Total | 193,132 | 139,911 |
* Deferred income from invoices issued for premises delivered but not fully paid as well as reservation fees for apartments paid at 31 March 2023.
Additional information regarding contracted proceeds not yet received which are a result of signed agreements with the clients, please see Note 22.
Revenues from contracts will be recognized at the time of handover the apartment to the client, completion of construction process and obtaining all necessary administrative decisions (occupancy permit), which usually takes from 1 to 6 months from the completion of construction stage.
| For the 3 months ended 31 March |
For the 3 months ended 31 March |
||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 2023 (Unreviewed) / (unaudited) |
2022 (Unreviewed) / (unaudited) |
|
| Sales revenue | |||
| Revenue from residential projects | 21,831 | 112,385 | |
| Total sales revenue | 21,831 | 112,385 | |
| Cost of sales | |||
| Cost of finished goods sold | (15,235) | (87,311) | |
| Inventory write down to the net realisable value | 125 | ||
| Total cost of sales | (15,235) | (87,186) | |
| Gross profit on sales | 6,596 | 25,199 | |
| Gross profit on sales % | 30% | 22% |
During the three months period ended 31 March 2023, the Group analysed inventories for valuation to net realisable value and did not identify indications of an impairment of inventories and the necessity to recognise inventory write-downs.
The amounts in the table below present uncharged investment commitments of the Group in respect of construction services to be rendered by the general contractors:
| Commitments | ||||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Contracted amount as at 31 March 2023 |
As at 31 March 2023 |
Contracted amount as at 31 December 2022 |
As at 31 December 2022 |
| Karmar S.A. | 141,159 | 25,490 | 142,891 | 41,143 |
| Hochtief Polska S.A. | 124,891 | 73,838 | 51,380 | 1,819 |
| TechBau Budownictwo Sp. z o.o. | 116,068 | 104,457 | 19,150 | 9,610 |
| EBUD - Przemysłówka Sp. z o.o. | 43,216 | 19,007 | 44,161 | 28,286 |
| Leancon Sp. z o.o. | 32,500 | 19,311 | 32,500 | 24,073 |
| W.P.I.P. - Mardom Sp. z o.o. | 36,000 | 30,535 | 36,600 | 35,357 |
| Totalbud S.A. | 17,434 | 17,434 | - | - |
| Total | 511,268 | 290,073 | 326,683 | 140,288 |
The table below presents the list of the construction loan facilities, which the Group arranged for in conjunction with entering into loan agreements with the banks in order to secure financing of the construction and other costs of the ongoing projects. The amounts presented in the table below include the unutilized part of the construction loans available to the Company/Group:
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2023 | 31 December 2022 |
| Miasto Moje VI | 15,217 | 16,242 |
| Ursus Centralny IIc* | 38,583 | 61,900 |
| Grunwaldzka | 6,430 | 10,884 |
| Viva Jagodno IIB | 13,920 | 17,846 |
| Nowe Warzymice IV | 7,960 | 12,757 |
| Total | 82,112 | 119,630 |
The table below shows the amounts that the Group is expected to receive from clients under signed agreements for the sale of apartments, i.e. expected payments under signed agreements with clients up to 31 March 2023, net of amounts received up to the balance sheet date (which are presented in the Interim Condensed Consolidated Statement of Financial Position as advances received):
| As at 31 March 2023 (Reviewed/Unaudited) |
As at 31 December 2022 (Audited) |
||||||
|---|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) |
Completion date* |
Total value of preliminary sales agreements signed with clients |
Advances received from Clients until 31 March 2023 |
Contracted payments not received yet as at 31 March 2023 |
Total value of preliminary sales agreements signed with clients |
Advances received from Clients until 31 December 2022 |
Contracted payments not received yet as at 31 December 2022 |
| Ursus Centralny IIb | Q2 2023 | 104,967 | 72,348 | 32,619 | 82,039 | 57,579 | 24,460 |
| Ursus Centralny IIc | Q2 2023 | 52,169 | 18,772 | 33,398 | 34,565 | 12,856 | 21,709 |
| Ursus Centralny IIe | Q2 2025 | 1,550 | 126 | 1,423 | 1,550 | 126 | 1,423 |
| Miasto Moje IV | Q4 2021 | 958 | 453 | 505 | 1,492 | 500 | 993 |
| Miasto Moje V | Q3 2022 | 1,917 | 411 | 1,506 | 2,526 | 1,539 | 987 |
| Miasto Moje VI | Q1 2023 | 57,005 | 37,963 | 19,042 | 50,367 | 28,080 | 22,286 |
| Miasto Moje VII | Q4 2024 | 569 | 57 | 512 | 569 | 61 | 508 |
| Viva Jagodno IIa | Q4 2022 | 2,404 | 14 | 2,391 | 2,087 | 1,706 | 381 |
| Viva Jagodno IIb | Q3 2023 | 46,086 | 20,791 | 25,294 | 26,461 | 10,364 | 16,098 |
| Viva Jagodno III | Q4 2024 | 923 | 92 | 831 | 923 | 92 | 831 |
| Nowe Warzymice II | Q2 2022 | 31 | 19 | 12 | - | 6 | (6) |
| Nowe Warzymice III | Q3 2022 | 1,522 | 651 | 871 | 612 | 61 | 551 |
| Nowe Warzymice IV | Q2 2023 | 16,032 | 5,990 | 10,043 | 12,072 | 3,906 | 8,167 |
| Nowa Północ Ia | Q1 2024 | 6,744 | 1,348 | 5,396 | 4,022 | 694 | 3,328 |
| Osiedle Vola | Q1 2024 | 32,057 | 5,870 | 26,187 | 10,366 | 2,511 | 7,854 |
| Eko Falenty I | Q3 2023 | 4,426 | 1,082 | 3,344 | 3,833 | 798 | 3,034 |
| Między Drzewami | Q3 2024 | 19,456 | 3,101 | 16,355 | 10,610 | 1,933 | 8,677 |
| Grunwaldzka | Q2 2023 | 22,901 | 16,683 | 6,218 | 21,014 | 14,499 | 6,514 |
| Nova Królikarnia 4b1 (Thame) |
Q2 2024 | 4,776 | 478 | 4,299 | - | - | - |
| Other (old) projects | 3,454 | 1,044 | 2,410 | 3,708 | 2,561 | 1,147 | |
| Total (excluding JV) | 379,947 | 187,293 | 192,654 | 268,814 | 139,874 | 128,941 | |
| Wilanów Tulip | Q3 2021 | - | - | - | 8.833 | 5,023 | 3,810 |
| Total (including JV) | 379,947 | 187,293 | 192,654 | 277,647 | 144,896 | 132,751 |
*from the completion date the assumed recognition of the advances as revenue is between 3-6 months
On 19 November 2021, the State Treasury (Skarb Państwa) – President of the Capital City of Warsaw notified Ronson Development sp. z o.o. – Ursus Centralny Sp. k. ("the Ursus Centralny Company") on the termination of the annual fee for perpetual usufruct of land owned by the State Treasury, located in Warsaw at 6 and 6A Taylor st. The Ursus Centralny Company received a decision to pay the annual fee in the new amount from 1 January 2022, i.e .:
The Ursus Centralny Company submitted an application to the Local Government Boards of Appeal (Samorządowe Kolegium Odwoławcze) in Warsaw for a determination that the increase in the fee for perpetual usufruct was unjustified.
On 7 April 2022, the Local Government Boards of Appeal in Warsaw received a letter from the State Treasury – the President of the Capital City of Warsaw, which showed that there was no possibility of reaching a settlement in the above case.
On 1 July 2022 the Ursus Centralny Company received a judgment of 25 May 2022 from the Local Government Boards of Appeal dismissing the company's application. Therefore, on 13 July 2022, the Ursus Centralny Company submitted an objection to the District Court in Warsaw.
It should be emphasised that, already after the President of the City of Warsaw terminated the amount of the annual fee for perpetual usufruct of the real estate constituting plot of land No. 98/2 within precinct 1465128.2- 09-09 of the total area of 65,203 m2 (hereinafter: "Property"), which was made by letter dated19.11.2021, the Property – on the basis of division decision No. 335/2022 dated 22.07.2022 - was divided into investment plots Nos. 98/7, 98/8, 98/9, 98/10 and 98/11, a plot designated for a city square No. 98/14 as well as plots designated for public roads marked with Nos. 98/12, 98/13 and 98/15. Thus, on the day on which the above-mentioned division decision became final (i.e. on 1.09.2022) the above-mentioned road plots with a total area of 15,140 m2 became the ownership of the City of Warsaw, which means that the area of the property covered by the administrative procedure described above was reduced from 65,203 m2 to 50,063 m2. The above means that if the Company's objection against the decision of the Local Government Board of Appeal in Warsaw of May 25, 2022 is dismissed, the perpetual usufruct fee in the new, increased amount will be calculated on the entire area of the Property for the period from 1.01.2022 to 1.09.2022, and from 2.09.2022 it will be calculated from the area of 50,063 m2.
In addition, as of 28.10.2022, the perpetual usufruct right of the newly separated investment plot marked with No. 98/7 with an area of 8,686 m2 developed with residential buildings was transformed into ownership, which will also affect the amount of the perpetual usufruct fee calculated after 28.10.2022.
Furthermore, on the basis of the agreement concluded between the Company and the State Treasury on 27.10.2022, Rep. A. 16373/2022, on change of the purpose of perpetual usufruct of a part of the property, it was established that with regard to real estate constituting plots No. 98/8 (with an area of 7,441 m2), 98/9 (with an area of 7,062 m2) and 98/10 (with an area of 9,880 m2), the annual fee rate for perpetual usufruct of land will be, starting from 1 January 2023, 1% in accordance with Article 73(2f) and Article 72(3)(4) of the Real Estate Management Act.
The resolution of this case is not expected in 2023 and as a result any assessment of the outcome of this case cannot be reliable enough at this stage. However, considering progress in changing the condition of the land and current market practices in similar cases, the Group decided to reassessed lease liability and asset from right of use, which resulted in recognition of additional right of use assets related to inventory and the lease liabilities for perpetual usufruct right related to inventory amounted to PLN 13,916 thousand.
In case the litigation would be lost in the court, the result would affect the value of the right of use asset related to inventory and lease liabilities related to inventory.
On 3 February 2023, in the case against Ronson Development Sp. z o. o. – Estate Sp. k., a subsidiary of the Company which ran the Galileo development project (the "Galileo Company"), a judgment was issued obliging the Galileo Company to pay the plaintiff (the buyer of the premises in this project) the amount of PLN 80,000 with statutory interest from the date of filing the lawsuit (May 28, 2013) as a reduction in the price of the premises due to its defects. The judgment was issued by the court of second instance and is final and has been executed. Galileo is a defendant in 10 similar cases that are being considered by the court of first instance. In connection with the above judgment, the Company decided to create a provision for other similar cases in the total amount of PLN 2.1 million as at 31 December 2022 and released in amount of PLN 376 thousand in Q1 2023.
At the same time, Galileo is the plaintiff in the case against Eiffage Polska Budownictwo S.A. the general contractor of the Galileo development project ("Eiffage"), its insurer and other entities involved in the implementation of the investment and their insurers, the subject of which is recognition of the liability of Eiffage and others for damage to the Galileo Company related to the improper implementation of this project and compensation. In addition, Galileo has already obtained partial compensation from the insurers of some entities involved in the implementation of the Galileo project.
In January 2023, the Company's subsidiaries submitted payment demands addressed to several related companies that were sellers (or were otherwise involved in the sale) to Ronson group companies of certain properties:
Demands also include calls for payment of contractual or statutory interest for delay or reservation of the right to seek payment of these amounts, together with statutory interest for delay and court and enforcement costs, in court proceedings and the use of established securities, if any.
Due to the non-payment of the above amounts, these companies commenced pursuing their claims through court and enforcement proceedings:
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, price risk and interest rate risk and inflation risk), credit risk, liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Management Board reviews and updates policies for managing each of these risks and they are summarized below. The Group also monitors the market price risk arising from all financial instruments.
The Group does not use derivative financial instruments to hedge currency or interest rate risks arising from the Group's operations and its sources of finance. Throughout the year ended 31 December 2022, which continued into the period ended 31 March 2023, the Group's policy was not to trade in (derivative) financial instruments.
The Group's principal financial instruments comprise cash balances, other current financial assets, loans granted to JVs and third parties, bank loans, bonds, financial instruments measured through FVPL, trade receivables and trade payables. The main purpose of these financial instruments is to manage the Group's liquidity and to raise finance for the Group's operations.
In terms of risks specific for the sector, in which the Group operates, there is a potential increase in construction costs, a significant increase in interest rates, the challenge of securing lands for reasonable prices which can lead to the significant negative impact on the margins of new phases and projects, a prolongation of administrative procedures as well as an increasing competition in the market are considered to be the most significant uncertainties for the financial period ending 31 March 2023.
Entities within the Group are exposed to foreign exchange risk in relation to receivables, payables and financial instrument measured trough profit and loss denominated in currencies other than the Polish zloty.
The Group does not hedge its investments or liabilities in foreign operations.
The Group's functional currency is polish zloty, as at 31 March 2023 the group has a monetary liabilities evaluated in the amount of 54.6 million ILS which represent the equivalent value of PLN 64.8 million (2022: PLN 70.5 million) which is evaluated every reporting period by independent valuator. For more information see note 14.
As at 31st March 2021, if the Israeli ILS had weakened or strength by 5% against the Polish zloty with all other variables held constant, the profit/Loss attributable to shareholders of the Group would have been PLN 3.2 million (as at 31 December 2022: 3.5 million) higher/Lower, arising from foreign exchange gains/Loss taken to the profit and loss account on translation. The sensitivity analysis ignores any offsetting foreign exchange factors and has been determined assuming that the change in foreign exchange rates had occurred at the balance sheet date. There are no other significant monetary balances held by Group entities at 31st March 2023 that are denominated in a non-functional currency and have material effect on the Group results .
The Group's activities expose it to a variety of financial risks such as credit risk and liquidity risk. The Interim Condensed Consolidated Financial Statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2022 (Note 31). There have been no changes in the risk management measurements performed by the Company since year end or in any risk management policies.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operations. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, bond loans and financing from external investors (SAFE agreement).
The Company's and the Group's ability to raise such funds depends on a number of factors, particularly market conditions that are beyond the Company's and the Group's control. In case of difficulties in obtaining financing, the scale of Company's and Group's development and achievement of strategic objectives may differ from initial assumptions. It is uncertain whether the Company and the Group will be able to obtain the required financing, or whether the funds will be obtained on terms favorable to the Company and the Group.
In May 2022 the Group repaid the bonds with the value of PLN 50 million and has not attempted to refinance them due to the poor situation on the financial markets and related outflows in investment funds. On the other hand, the Group managed to sign SAFE agreements and raise NIS 60 million (equivalent to PLN 64.9 million as of 31 March 2023) from institutional investors on favorable conditions. The Group constantly looks for other opportunities to obtain funds which will ensure necessary financing and their favorable conditions.
The significance of the above risk factor is defined by the Company as medium, because in the event of its occurrence, the scale of the negative impact on business activity and financial situation of the Company could be significant. The Company estimates the probability of occurrence of this risk as medium.
The Investment properties and financial liabilities (the SAFE agreement) are valued at fair value determined by an independent appraiser (please refer to Note 10 and Note 14). During the three months ended 31 March 2023 there were no other significant changes in the business or economic circumstances that affect the fair value of the Group's financial assets, investment property and financial liabilities.
The vast majority of loans and bonds (including under issued bonds) obtained by the Group bear interest at a floating rate based on WIBOR plus a margin. As of March 31, 2023, the WIBOR6M was 6.95% (as of December 31, 2022, it was 7.14%). The Company's bonds are based on WIBOR6M plus a margin, while bank loans are based on WIBOR3M plus a margin. Changes in the WIBOR rate will have a significant impact on the Group's cash flow and profitability.
The table below presents the sensitivity analysis and its impact on net assets and income statement assuming if the variable interest rate changes by 10% assuming that all other variables remain unchanged:
| 31 March 2023 | 31 December 2022 | ||||
|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Increase by 10% |
decrease by 10% |
Increase by 10% |
decrease by 10% |
|
| Income statement | |||||
| Variable interest rate assets | 542 | (542) | 377 | (377) | |
| Variable interest rate liabilities | (5,356) | 5,356 | (21,967) | 21,967 | |
| Total | (4,813) | 4,813 | (21,590) | 21,590 | |
| Net assets | |||||
| Variable interest rate assets | 542 | (542) | 377 | (377) | |
| Variable interest rate liabilities | (5,356) | 5,356 | (21,967) | 21,967 | |
| Total | (4,813) | 4,813 | (21,590) | 21,590 |
Short-term receivables and payables are not exposed to interest rate risk.
In the Company's operations to date, the above risk has materialized, as the bonds issued so far by the Company have borne floating interest rate. Significance of the above risk factor is assessed by the Company as medium. The Company estimates the probability of occurrence of this risk as high.
During the year 2023 several changes in the polish legislation in particularly: contemplated deletion of open escrow accounts as well as introduction of compulsory contributions to the developer guarantee fund starting from 1 July 2022, the new construction law and the new local regulations related to road and infrastructure participation costs, constitute a risk that could directly or indirectly affect the Company's and the Group's activities and results. The Management Board is in the opinion, that the introduction of such changes might have a negative impact on the Group's activities. In spite of that and taking under consideration the Company and the Group long-term experience in the market, its ability to adjust quickly to the new market conditions, its financial situation and its reputation in the market the Management Board is in the opinion that these changes are of a lesser extent than on other market operators.
The Polish legislation environment is characterized in frequent amendments, incoherence, lack of unified interpretation of legislation and tax legislations which are subject to frequent changes all which is contributing to the risks factors in which the Company and the Group operate.
All the above changes and lack of unified judicial decision can have negative consequences on the Group's business, its performance, its financial standing and the development prospects.
The above changes demonstrates the dynamic environment in which the Group operates and as such requiring in some cases quick response in order to adjust its activity accordingly.
In the Company's operations to date, the above risk has materialized, as the company entered number of road agreements related to its ongoing projects in process of obtaining building permits. Significance of the above risk factor is assessed by the Company as medium to low. The Issuer estimates the probability of occurrence of this risk as high.
The Management Board will continue monitoring the above mentioned issues on an on-going basis, and adopt further actions, if necessary, in order to minimize as much as it is possible their impact on the Group operations.
During Q1 2023 the global economy continued to be weakened by the war through significant disruptions in trade in food and fuel price shocks, all of which are contributing to high inflation and subsequent tightening in global financing conditions. Activity in the euro area has deteriorated in the second half of 2022, due to distressed supply chains, increased financial strains and declines in consumer and business confidence. The most damaging effects of the invasion, however, are surging energy prices amid large reductions in Russian energy supply. This unprecedented crisis has implications for consumers and governments alike – constraining fiscal affordability, firm productivity, and household welfare.
According to last publication update by the Worlds Bank, Poland's economic growth is expected to slow down in 2023 more markedly than initially expected because the ongoing war in Ukraine has dimmed prospects of a post-pandemic economic recovery across Europe.
The war in Ukraine has a strong impact on the Polish economy in a number of ways. Since the beginning of the year and in the coming months and quarters, Poland is facing rising inflation and related interest rate increases, rising fuel, energy and food prices, a slowdown in high economic growth and a weakening of the Polish currency. The major challenge will also be the enormous pressure on the state apparatus and the national system of education, medical and social services, associated with the inflow of refugees from Ukraine. The new geopolitical situation also requires Poland to significantly increase expenditures on military expansion. The consequence is likely to be an increase in the national debt.
The war in Ukraine has had a big impact on the economy and the functioning of the construction industry, a key part of which is the housing sector. The supply chains of materials from eastern markets have been disrupted, while demand for workers at construction sites from Ukraine has increased.
The increase in inflation rates due to higher energy prices, product prices and the sharp increase of interests rates in the financial markets caused that the current availability of mortgages for clients reduced dramatically. In terms of the residential market the Company witness significant shift to cash buyers from mortgage buyers. On the other hand based on the Management observation high interest rates will also force more people into the rental market as they can no longer afford a mortgages, applying even more pressure on the available rental stock. The War Conflict will be influenced by factors such as high inflation, increased construction costs and a more restrictive financing policy towards new developments and Client mortgages due to the growing geopolitical and economic risks caused by this conflict.
Significance of the above risk factor is assessed by the Company as high, because its occurrence has had a significant, negative impact on business activity and financial situation of the Group and may have such negative impact in the future. The Issuer estimates the probability of occurrence of this risk as high.
A similar situation with an armed conflict did not occur in the past, or the scale of the impact of other armed conflicts did not have a significant influence on the operations of the Group.
The Company is continuously observing the situation in order to assess the impact on the business operations. As part of its strategy the Company will assess its current planned projects and will start the projects which will be secured by bank financing and are most likely to succeed in the near future, all in order to mitigate as much as possible the impact of this crisis on the Company's operations.
According to the Statistical office of Poland (GUS) consumer prices in March 2023, compared with the corresponding month of the previous year, increased by 16,1% , the main factors contributing to the high inflation rate are the increase of prices of goods – by 17,1% and services – by 13,3%. As related to the previous month consumer prices increased by 1,1% (of which goods – by 1,2% and services – by 0,8%).
The inflation growth and with it the interbank interest growth affects the polish economy in many aspects and the real estate residential sector in the following:
In the third quarter of 2022, there was an increase in sales in the six largest cities by 34.5% comparing to previous quarter and as much as 9% increase comparing to the same period in 2022.
The increase in sales is mainly due to a concern by apartment buyers for potential increase in sale prices of apartments mainly due to increase of demand of buyers taking advantage of the 2% loans subsidized by the government.
Additionally the increase of credit demand due to slight decrease in the banks prudential buffer from 5% to 2.5% for loans with periodically fixed rates as well as taking advantage of the opportunity to expand individual investors portfolio of apartments before the entry of new regulations limiting the purchase of more units.
The Management Board understand that the inflation process and its stabilization is a long process that may take significant efforts and time and is continuing monitoring the situation, and adopt further actions, if necessary, in order to reduce as much as it possible the effect of the inflation and interest rates increase on the Company's operations and strategy.
Despite of the above results the significance of the above risk factor is assessed by the Company as high, because its occurrence has had a significant, negative impact on business activity and financial situation of the Company and may have such negative impact in the future. The Company estimates the probability of occurrence of this risk as high.
The Group's activities expose it to a variety of construction costs risks such as construction cost increase risk, row material cost increase, shortage of qualified workforce, increase in labor costs and delay in obtaining the necessary permits to start construction. The Interim Condensed Consolidated Financial Statements do not include all risk management information and disclosures related to the above subject required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2022 (Note 31). There have been no changes in the risk management measurements and risk management performed by the Company's Management since year end.
During the three months ended 31 March 2023 the Company and /or subsidiaries owned by it executed the following transactions and balances with related parties: remuneration of Management Board, share based payment program, loans granted to related parties, the reimbursement of audit review costs and an consulting agreement with major (indirect) shareholder, A. Luzon Group, for total monthly amount of PLN 70 thousand and covering travels and out of pocket expenses incurred in connection with rendering services.
In the period three months ended 31 March 2023 and 31 March 2022 the total amount of costs from A. Luzon Group amounted PLN 235 thousand and PLN 222 thousand respectively.
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2023 | 31 December 2022 |
| Loans granted | 136 | 133 |
| Share in net equity value of joint ventures | 583 | 2,331 |
| The Company's carrying amount of the investment | 719 | 2,464 |
| Presented as Loans granted to joint ventures (current assets) | (136) | (133) |
| Investment in joint ventures | 583 | 2,331 |
Share of profit/(loss) from joint ventures comprise the Company's shares in four entities where the Group is holding 50% shares and voting rights in each of those entities: Ronson IS Sp. z o.o. and Ronson IS Sp. z o.o. Sp.k. which are running the first two stages of the City Link, as well as Coralchief Sp. z o.o. and Coralchief Sp. z o.o. – Projekt 1 Sp.k. which are running the Wilanów Tulip project.
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2023 | 31 December 2022 |
| Opening balance | 133 | 319 |
| Loans repaid | - | (195) |
| Accrued interest | 3 | 12 |
| Interest paid | - | (4) |
| Total closing balance | 136 | 133 |
As at 31 March 2023 the total amount of loans granted to joint ventures was presented as a short-term assets. The loans granted to joint venture were bear at fixed interests at the level of 5%.
The below table presents signed final agreements for purchase of plots signed in the period ended 31 March 2023:
| Location | Type of agreement |
Signed date | Agreement net value (PLN million) |
Paid net till 31 March 2023 (PLN million) |
Number of units |
Potenti al PUM |
|---|---|---|---|---|---|---|
| Warsaw, Ochota | Final | 11 Aug 2022, 2 March 2023 |
7.1 | 7.1 | 67 | 3,700 |
| Total | 7.1 | 7.1 | 67 | 3,700 |
On 2 March 2023 the Company (via its subsidiary) signed a final agreement concerning the purchase of the ownership rights of a plot of land located in Warsaw, Ochota district, with an area of c.a. 0.2484 ha. Net price was preliminary established in amount of PLN 7.1 million.
The below table presents signed preliminary agreements for purchase of plots signed until 31 March 2023 including advances paid:
| Location | Type of agreement |
Signed date | Agreement net value |
Paid net till 31 March 2023 |
Number of units |
Potential PUM |
|---|---|---|---|---|---|---|
| (PLN million) | (PLN million) | |||||
| Warsaw, Białołęka(1) | preliminary | 23 Nov 2020 | 1.5 | 1.5 | n/a | n/a |
| Warsaw, Ursus | preliminary | 17 Jan 2022 | 140.0 | 10.0 | 1,860 | 85,000 |
| Warsaw, Wlochy | preliminary | 30 Dec 2021 | 16.0 | 2.0 | 142 | 8,400 |
| Warsaw, Bielany(2) | preliminary | 21 Mar 2022 | 11.0 | 1.0 | 242 | 4,559 |
| Total | 168.5 | 14.5 | 2,244 | 97.959 |
1) The remaining plot to be purchased in Epopei project.
2) The land designated for PRS activity
| Project name | Location | Occupancy permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Miasto Moje VI | Warsaw | 7 February 2023 | 227 | 11,722 |
| Ursus Centralny IIB | Warsaw | 30 March 2023 | 206 | 11,758 |
| Total | 433 | 23,480 |
Conclusion of a material agreement for General contractors
| Project name | Location | Number of units |
General contractor | Agreement signing date |
Agreement net value (million PLN) |
Additional provisions |
|---|---|---|---|---|---|---|
| Miasto Moje VII | Warsaw | 253 | Hochtief Polska Sp. z o.o. | 1 March 2023 | 70.4 | none |
| Nova Królikarnia 4b1 | Warsaw | 11 | Totalbud S.A. | 10 March 2023 | 17.4 | none |
| Ursus IIE | Warsaw | 286 | Techbau Budownictwo Sp. z o.o. | 10 March 2023 | 96.9 | none |
| Total | 550 | 94.5 |
| Project name | Location | Building permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Miasto Moje VIII | Warsaw | 20 January 2023 | 147 | 7,687 |
| Total | 147 | 7,687 |
| Project Name | Location | Occupancy Permit Date |
Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Nowe Warzymice IV | Szczecin | 28 Apr 2023 | 75 | 3,818 |
| Viva Jagodno IIb | Wrocław | 11 May 2023 | 152 | 8,875 |
| Razem | 227 | 12,693 |
On April 12, 2023, a loan agreement was signed for financing the Osiedle VOLA project with a total value of PLN 44,779 thousand
On 19 April 2023, shares in Ronson Development SPV12 sp. z o.o. were sold and its current sole shareholder is LivinGO Holding sp. z o.o. (previous name: Ronson Development SPV13 sp. z o.o.).
On 12 May 2023, Ronson Development SPV12 sp. z o. o. has been registered in the National Court Register. – currently it is called LivinGO Ursus sp. z o.o.
Boaz Haim Yaron Shama
Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
___________________ ___________________ President of the Management Board Finance Vice-President of the Management Board
___________________ ___________________ Marketing and Innovation Director
Tomasz Kruczyński Person responsible for financial statements preparation
Warsaw, 15 May 2023
| For the 3 months ended 31 March 2023 |
For the 3 months ended 31 March 2022 |
||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenues from consulting services | 704 | 824 | |
| General and administrative expense | (1,359) | (1,139) | |
| Other revenues/(expenses) | (9) | (824) | |
| Net impairment losses on financial assets | - | (1,075) | |
| Operating profit | (664) | (2,214) | |
| Result from subsidiaries after taxation | (2,862) | 13,097 | |
| Operating profit after result from subsidiaries | (3,526) | 10,883 | |
| Finance income | 9 | 6,757 | 4,424 |
| Finance expense | 9 | (6,016) | (3,378) |
| Gain/loss in fair value of financial instrument at fair | 5,640 | (4,376) | |
| value through profit and loss Net finance income/(expense) |
11 | 6,380 | (3,329) |
| Profit/(loss) before taxation | 2,854 | 7,554 | |
| Income tax benefit/(expense) | (2,364) | 956 | |
| Profit for the period | 490 | 8,510 | |
| Other comprehensive income | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
490 | 8,510 | |
| Weighted average number of ordinary shares (basic and diluted) |
162,442,859 | 162,442,859 | |
| In Polish Zlotys (PLN) Net earnings/(loss) per share attributable to the |
|||
| equity holders of the parent (basic and diluted) | 0.003 | 0.052 |
| Attributable to the Equity holders of parent | ||||||
|---|---|---|---|---|---|---|
| Total Equity/ | ||||||
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Share based payment |
Treasury shares |
Retained earnings |
Equity attributable to the Equity holders of the parent |
| Balance at 1 January 2023 | 12,503 | 150,278 | - | (1,732) | 289,268 | 450,317 |
| Net profit for the period ended 31 March 2023 | - | - | - | - | 490 | 490 |
| Other comprehensive income | - | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | - | 490 | 490 |
| Share based payment | - | - | 500 | - | - | 500 |
| Balance at 31 March 2023 | 12,503 | 150,278 | 500 | (1,732) | 289,758 | 451,307 |
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total Equity/ Equity attributable to the Equity holders of the parent |
|---|---|---|---|---|---|
| Balance at 1 January 2022 | 12,503 | 150,278 | (1,732) | 258,996 | 420,045 |
| Net profit for the period ended 31 March 2022 |
- | - | - | 8,510 | 8,510 |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | 8,510 | 8,510 |
| Balance at 31 March 2022 | 12,503 | 150,278 | (1,732) | 267,506 | 428,555 |
| For the 3 months period ended 31 March | 2023 | 2022 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | |
| Cash flows from operating activities | ||
| Profit for the year | 490 | 8,510 |
| Adjustments to reconcile profit for the period | ||
| to net cash (used in)/from operating activities: | ||
| Finance income | (6,726) | (3,247) |
| Finance expense | 6,016 | 3.378 |
| Depreciation | 2 | 5 |
| Gain/loss in fair value of financial instrument | ||
| at fair value through profit and loss | (5,640) | 3,199 |
| Foreign exchange rates differences gain/loss | (13) | - |
| Income tax expense | 2,365 | (956) |
| Impairment on financial assets | - | 1,076 |
| Share based payment | 500 | - |
| Net results subsidiaries during the year | 2,862 | (13,097) |
| Subtotal | (144) | (1,133) |
| Decrease/(increase) in trade and other receivables and prepayments | (287) | 3 |
| Decrease/(increase) in receivable from subsidiaries | (866) | (1,010) |
| Increase/(decrease) in trade and other payable and accrued expense | (854) | 387 |
| Subtotal | (2,151) | (1,753) |
| Interest paid | (5,795) | (2,347) |
| Interest received | 2,689 | - |
| Net cash used in operating activities | (5,257) | (4,100) |
| Cash flows from investing activities | ||
| Loans granted to subsidiaries, net of issue cost | (4,000) | (42,150) |
| Repayment of loans granted to subsidiaries | 6,000 | 6,450 |
| Dividend from subsidiary | - | 2,500 |
| Investment in subsidiaries | - | (12) |
| Net cash used in investing activities | 2,000 | (33,212) |
| Cash flows from financing activities | ||
| SAFE Agreement | - | 74,626 |
| Net cash from financing activities | - | 74,626 |
| Net change in cash and cash equivalents | (3,257) | 37,314 |
| Cash and cash equivalents at 1 January | 6,397 | 12,556 |
| Effects of exchange rate changes on cash and cash equivalents | - | 1,177 |
| Cash and cash equivalents at the end of the period | 3,140 | 51,047 |
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The Company together with its subsidiaries ("the Group") is active in the development and sale of residential units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. In 2022 the Management Board of the Company decided to start developing a new activity, so-called Private Rent Sector (PRS). PRS is sector of Poland's residential market in which buildings are designed and built specifically for renting.
As at 31 March 2023 and the date of publication of these financial statements, Amos Luzon Development and Energy Group Ltd. ("A. Luzon Group"), the ultimate parent company, holds indirectly, through its subsidiary I.T.R. Dori B.V., 66.06% of the Company's shares and owns 32.98% directly. The remaining 0.96% of the shares are treasury shares. The beneficial owner of the Company is Mr Amos Luzon, Chairman of the Supervisory Board.
These Interim Condensed Company Financial Statements of Ronson Development SE have been prepared in accordance with IAS 34 (concerning the preparation of interim financial statements). The Interim Condensed Company Financial Statements do not include all the information and disclosures required in annual financial statements prepared in accordance with the IFRS and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2022, which have been prepared in conformity with IFRS. At the date of authorization of these Interim Condensed Company Financial Statements, the IFRSs applied by the Company are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
The Interim Condensed Company Financial Statements of Ronson Development SE have been prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these financial statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.
These Interim Condensed Company Financial Statements of Ronson Development SE were approved by the Management Board for publication on 15 May 2023 in both English and Polish languages, while the Polish version is binding.
For additional information about significant accounting policy and the influence of the new accounting standard, see Note 3 of the Interim Condensed Consolidated Financial Statements.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Company Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Consolidated Financial Statements for the year ended 31 December 2022, except changes described in the Note 4 of the Interim Condensed Consolidated Financial Statements.
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The Company Financial Statements are presented in thousands of Polish Zloty ("PLN"), which is the Company's functional and presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in currencies other than the functional currency are recognized in the statement of comprehensive income.
The Company's activities are not of a seasonal nature. Therefore, the results presented by the Company do not fluctuate significantly during the year due to the seasonality.
The subsidiaries of the Company are valued with equity methods.
The table below presents the movement in investment in subsidiaries during the three months ended 31 March 2023 and during the year ended 31 December 2022:
| For the 3 months ended 31 March |
For the 12 months ended 31 December |
|
|---|---|---|
| 2023 | 2022 | |
| In thousands of Polish Zlotys (PLN) | ||
| Balance at beginning of the period | 445,275 | 458,449 |
| Investments in subsidiaries | - | 10 |
| Sale of shares | - | - |
| Net result subsidiaries during the period | (2,862) | 31,660 |
| Dividend from subsidiary | - | (44,845) |
| Balance at end of the period | 442,413 | 445,275 |
The Company holds and owns (directly and indirectly) 60 companies. These companies are active in the development and sale of units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland as well as in development of the rental industry, so-called Private Rental Sector. For additional information see Note 7 to the Interim Condensed Consolidated Financial Statements.
The net result of the investments in subsidiaries in the period of three months ended 31 March 2023 amounted PLN 2,862 thousand.
The table below presents movements in loans granted to subsidiaries held directly and indirectly by the Company during the three months ended 31 March 2023 and during the year ended 31 December 2022:
| For the 3 months ended | For the 12 months ended | |
|---|---|---|
| 31 March 2023 | 31 December 2022 | |
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 276,581 | 199,828 |
| Loans granted | 4,000 | 106,725 |
| Loans repayment during the year | (6,000) | (43,702) |
| Impairment | - | (1,076) |
| Accrued interest | 6,699 | 18,886 |
| Repayment of interest | (2,662) | (4,080) |
| Total closing balance | 278,617 | 276,581 |
| Current assets | 10,318 | 10,140 |
| Non-current assets | 268,300 | 266,441 |
| Total closing balance | 278,617 | 276,581 |
The loans are not secured.
All new loans granted are at the similar conditions to those presented in the Company Financial Statements for the year ended 31 December 2022 (additional information was presented in Note 10).
The table below presents changes in bonds loans during the period ended 31 March 2023 and during the period ended 31 December 2022:
| For the period ended | For the year ended | |
|---|---|---|
| 31 March 2023 | 31 December 2022 | |
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 203,370 | 249,238 |
| Repayment of bond loans | - | (50,000) |
| Issue cost amortization | 276 | 1,349 |
| Accrued interest | 5,727 | 18,086 |
| Interest repayment | (5,794) | (15,303) |
| Total closing balance | 203,579 | 203,370 |
| Closing balance includes: | ||
| Current liabilities | 45,193 | 45,260 |
| Non-current liabilities | 158,386 | 158,110 |
| Total Closing balance | 203,579 | 203,370 |
For information about bond covenants, reference is made to Note 15 to the Interim Condensed Consolidated Financial Statements.
| For the period of 3 months ended 31 March 2023 |
For the period of 3 months ended 31 March 2022 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Interests and fees on granted loans to subsidiaries | 6,717 | 3,247 |
| Interest income on bank deposits | 27 | - |
| Foreign exchange gain | 13 | 1,177 |
| Finance income | 6,757 | 4,424 |
| Interest expense on bonds measured at amortized cost |
(5,727) | (2,895) |
| Interests and fees on received loans from subsidiaries |
(11) | - |
| Foreign exchange loss | - | - |
| Commissions and fees | (276) | (479) |
| Other | (2) | (3) |
| Finance expense | (6,016) | (3,377) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
5,640 | (4,376) |
| Net finance income/(expense) | 6,380 | (3,329) |
During the three months ended 31 March 2023 the Company and /or subsidiaries owned by it executed the following transactions and balances with related parties: remuneration of Management Board, share based payment program, loans granted to related parties, the reimbursement of audit review costs and an consulting agreement with major (indirect) shareholder, A. Luzon Group, for total monthly amount of PLN 70 thousand and covering travels and out of pocket expenses incurred in connection with rendering services.
In the period three months ended 31 March 2023 and 31 March 2022 the total amount of costs from A. Luzon Group amounted PLN 235 thousand and PLN 222 thousand thousand respectively.
On 1 February 2022 and 22 February 2022, the Group and Amos Luzon Development and Energy Group Ltd., the Group's controlling shareholder, concluded SAFE agreements ("SAFE") with Sphera Master Fund L.P, More Provident Funds Ltd., Sphera Small Cap Fund L.P, EJS Galatee Holdings and Klirmark Opportunity Fund III L.P (the "Investors") raising a total of ILS 60 million (the "SAFE Amount") which for the date of transaction amounted to PLN 74.6 million. All the needed conditions have been completed and the full agreement amount has been transferred to Ronson.
The above agreements grant the Investors certain rights applicable after the Group is delisted from the regulated market of the Warsaw Stock Exchange, including the right to subscribe for instruments convertible into shares in the Group, as well as the right to convert their respective investments into shares or bonds in A. Luzon Group.
The above agreements do not impose any restrictive covenants or onerous undertakings on the part of the Group as well as it does not bear any interest. The respective instrument should be classified as a financial liability because it includes the obligation to deliver cash to investors in the event of change of control and it includes a conversion option that does not meet the fixed-for-fixed criteria. The Group designated the financial liability as measured at FVPL entirely, on initial recognition. No amount was recognized through the other comprehensive income.
As at 31 March 2023 the fair value of the SAFE is ILS 54,601 thousand (PLN 64,866 thousand) based on the arm's-length transactions made as of the valuation date. The profit in fair value valuation in the amount of PLN 5.640 thousand has been recognized in profit and loss. The liability is due in August 2023, with the possibility for the investors to decide about the extension for the next 12 months.
The below table presents the payments made by the investors and the valuation of the liability as at the transaction date and as at 31 March 2023:
| Investor | Amount of the investment in Ronson [in ILS] |
Date of payment | Paid to Ronson [in EUR] |
Paid to Ronson on the transaction date [in PLN] |
Fair value 31.03.2023 [in PLN] |
Fair value 31.03.2023 [in PLN] |
Gain/(loss) in fair value of financial instrument at fair value through profit and loss [in PLN] |
|---|---|---|---|---|---|---|---|
| EJS Galatee Holdings | 1,500,000 | 23 February 2022 | 413,232 | 1,876,734 | 1,773,104 | 1,631,266 | 141,838 |
| Sphera Master Fund L.P |
26,500,000 | 18 February 2022 | 7,264,254 | 32,753,070 | 30,944,513 | 28,469,135 | 2,475,378 |
| Sphera Small Cap L.P | 2,000,000 | 18 February 2022 | 551,953 | 2,488,646 | 2,351,228 | 2,163,144 | 188,084 |
| Moore Provident Funds |
15,000,000 | 23 February 2022 | - | 18,656,716 | 17,626,531 | 16,216,513 | 1,410,018 |
| Klirmark Opportunity Fund III L.P |
15,000,000 | 24 February 2022 | - | 18,851,326 | 17,810,395 | 16,385,668 | 1,424,727 |
| Total | 60,000,000 | 8,229,439 | 74,626,492 | 70,505,771 | 64,865,727 | 5,640,044 |
The valuations of the SAFE was performed by external advisors Prometheus Financial Advisory, which specializes in financial accounting and complex financial instruments. The valuation of the instrument was determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practise Aid, Valuation of Privately-Held-Group Equity Securities Issued as Compensation, (the "AICPA Practice Aid") and according to the principles of valuation of equity securities of private companies issued as part of compensation. The assumptions used in the valuation model are based on the future expectations combined with the Group's management judgement. Numerous objective and subjective factors to determine the fair value of the ordinary shares as of the date of each option grant, including the factors:
For valuation purposes, each SAFE agreement has two components: equity (assuming a public offering of the Company's shares in Israel and a listing of the Company's shares on the Tel Aviv Stock Exchange (collectively "IPO")) and debt. As of the valuation date, i.e. December 31, 2022, the Company's Management Board estimates that the probability of an IPO has decreased to 0%, due to significant formal complications, particularly (the obligation to pay taxes for capital gains; the obligation to pay taxes on dividend distribution; the registration for tax purposes in Poland and to have taxpayer number; the obligation to report on tax incomes on a yearly basis) tax complications for potential shareholders acquiring the Company's shares on the Tel Aviv Stock Exchange.
Based on the above, Group's management does not anticipate an IPO on the Israeli Stock Exchange before finding possible solutions to these problems. Therefore, valuation was focused on the valuation of the debt component only.
In order to estimate the fair value of the SAFE, the investors' loss was reduced from the original SAFE Amount. SAFE Amount, which is reflected in gain from fair value of SAFE Liabilities amounted PLN 5,640 thousand recognized in the Consolidated Statement of Comprehensive Income. Change of YTM of Luzon bond (series 10) from 6.54% as at 31 December 2022 to 9.3% as at 31 March 2023 was the main factor resulting in change of fair value of the financial liability. In comparison during the first quarter of the year 2022 loss in fair value amounted to PLN 4,376 thousand recognized in the period ended 31 March 2022, which resulted from conversion of the liability in ILS to PLN.
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
| Range of input (probability weighted average) |
||||||
|---|---|---|---|---|---|---|
| Description | 31 March 2023 [PLN thousands] |
31 December 2022 [PLN thousands] |
Unobservable input |
31.03.2023 | 31.12.2022 | Relationship of unobservable inputs to fair value |
| Financial | A shift of the YMT rate by +1 p.p. results | |||||
| liability | YTM( Yield to | in a lower value of | ||||
| measured at | 64,866 | 70,506 | Maturity) | 3%-9.3% | 3%-6.54% | 768 thousands PLN (2022: change in |
| FVPL (SAFE | discount rate | default rate by +1 p.p. decreased FV by | ||||
| agreements) | PLN ('000) 1,168) |
Taking into consideration the requirements, the SAFE agreement has been classified as financial liability measured at fair value through profit and loss.
For further subsequent events, reference is made to Note 27 to the Interim Condensed Consolidated Financial Statements.
___________________ ___________________
Boaz Haim Yaron Shama
President of the Management Board Financial Vice-President of the Management Board
Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
Marketing and Innovation Director
Tomasz Kruczyński Person responsible for financial statements preparation
Warsaw, 15 May 2023
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