Annual Report • Mar 19, 2023
Annual Report
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Consolidated annual report

| Letter from President & CEO to Shareholders 6 | |||||
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| I. | Statement of the Management Board 6 | ||||
| II. | Selected financial data of the MLP Group S.A. Group 16 | ||||
| III. | Consolidated financial statements of the MLP Group S.A. Group for the year ended 31 December 2022 20 |
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| Authorisation of the consolidated financial statements for issue 20 | |||||
| Consolidated statement of profit or loss and other comprehensive income 21 | |||||
| Consolidated statement of financial position 23 | |||||
| Consolidated statement of cash flows 25 | |||||
| Statement of changes in consolidated equity 26 | |||||
| Notes to the Consolidated Financial Statements 28 | |||||
| 1. | General information 28 | ||||
| 1.1. | The Parent 28 | ||||
| 1.2. | The Group 28 | ||||
| 1.3. | Changes in the Group 30 | ||||
| 1.4. | Shareholding structure of the Parent 31 | ||||
| 1.4.1 Shareholders holding, directly or through subsidiaries, at least 5% of total voting rights in the Company 31 |
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| 1.4.2 Shares and rights to shares of the Parent held by members of management and supervisory bodies 32 |
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| 2. | Basis of accounting used in preparing the Consolidated Financial Statements 32 | ||||
| 2.1. | Statement of compliance 32 | ||||
| 2.2. | Status of Standards approval in the European Union 32 | ||||
| 2.2.1 Standards and Interpretations endorsed by the European Union which were not yet effective as at the reporting date 32 |
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| 2.2.2 Standards and interpretations endorsed by the European Union effective as of 1 January 2022 33 |
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| 2.3. | Basis of accounting used in preparing the Consolidated Financial Statements 33 | ||||
| 2.4. | Functional currency and presentation currency of the financial statements; rules applied to translate financial data 34 |
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| 2.4.1 Functional currency and presentation currency 34 |
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| 2.4.2 Rules applied to translate financial data 34 |
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| 2.5. | Use of estimates and judgements 34 | ||||
| 3. | Material accounting policies 34 | ||||
| 3.1. | Basis of consolidation 34 | ||||
| 3.2. | Foreign currencies 35 | ||||
| 3.3. | Financial instruments 35 | ||||
| 3.3.1 Derivative financial instruments, including hedge accounting 35 |
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| 3.3.2 Financial instruments measured at fair value through other comprehensive income 36 |
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| 3.3.3 Financial assets measured at amortised cost 36 |
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| 3.3.4 Financial assets at fair value through profit or loss 37 |
| 3.4. | Equity 37 | |
|---|---|---|
| 3.4.1 Share capital 37 |
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| 3.4.2 Statutory reserve funds 37 |
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| 3.4.3 Share premium 38 |
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| 3.4.4 Cash flow hedge reserve 38 |
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| 3.4.5 Capital reserve 38 |
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| 3.4.6 Profit (loss) brought forward 38 |
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| 3.5. | Property, plant and equipment 38 | |
| 3.5.1 Measurement of property, plant and equipment 38 |
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| 3.5.2 Subsequent expenditure 38 |
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| 3.5.3 Depreciation and amortisation 38 |
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| 3.6. | Intangible assets 39 | |
| 3.7. | Investment property 39 | |
| 3.8. | Investment property under construction 40 | |
| 3.9. | Leased assets – the Group as the lessee 40 | |
| 3.10. | Impairment of assets 40 | |
| 3.10.1 Financial assets 40 | ||
| 3.10.2 Non-financial assets 41 | ||
| 3.11. | Employee benefits 41 | |
| 3.12. | Assets under ongoing construction contracts 42 | |
| 3.13. | Trade and other receivables 42 | |
| 3.14. | Cash and cash equivalents 42 | |
| 3.15. | Provisions 42 | |
| 3.16. | Borrowings 42 | |
| 3.17. | Trade and other payables 43 | |
| 3.18. | Revenue 43 | |
| 3.18.1 Provision of construction services 43 | ||
| 3.18.2 Rental income 43 | ||
| 3.19. | Lease payments 43 | |
| 3.20. | Finance income and costs 44 | |
| 3.21. | Income tax 44 | |
| 3.22. | Earnings per share 44 | |
| 3.23. | Segment reporting 44 | |
| Financial risk management 45 | ||
| 4.1. | Credit risk 45 | |
| 4.1.1 Trade and other receivables 45 |
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| 4.1.2 Loans 45 |
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| 4.2. | Liquidity risk 45 | |
| 4.3. | Market risk 46 | |
| 4.3.1 Currency risk 46 |
| 4.3.2 Interest rate risk 46 |
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|---|---|---|---|
| 4.4. | Capital management 46 | ||
| 5. | Segment reporting 47 | ||
| 6. | Revenue 48 | ||
| 7. | Other income 49 | ||
| 8. | Other expenses 49 | ||
| 9. | Distribution costs and administrative expenses 50 | ||
| 10. | Finance income and costs 50 | ||
| 11. | Income tax 51 | ||
| 12. | Investment property 52 | ||
| 12.1. | Fair value measurement of the Group's investment property 53 | ||
| 12.2. | Assumptions made by independent expert appraisers for the valuation of existing buildings and buildings under construction 54 |
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| 13. | Deferred tax 56 | ||
| 14. | Investments and other investments 58 | ||
| 14.1. | Change in financial assets attributable to financing and other activities 58 | ||
| 15. | Other non-current assets 59 | ||
| 16. | Trade and other receivables 59 | ||
| 17. | Cash and cash equivalents 60 | ||
| 18. | Notes to the consolidated statement of cash flows 60 | ||
| 18.1. | Cash flows from borrowings 60 | ||
| 18.2. | Change in receivables 61 | ||
| 18.3. | Change in current and other liabilities 62 | ||
| 19. | Equity 62 | ||
| 19.1. | Share capital 62 | ||
| 20. | Earnings and dividend per share 63 | ||
| 21. | Liabilities under borrowings and other debt instruments, and other liabilities 63 | ||
| 21.1. | Non-current liabilities 63 | ||
| 21.2. | Current liabilities 64 | ||
| 21.3. | Change in financial liabilities attributable to financing and other activities 64 | ||
| 21.4. | Liabilities under bonds 66 | ||
| 21.5. | Unsecured borrowings and borrowings secured by the Group's assets 67 | ||
| 22. | Employee benefit obligations 69 | ||
| 23. | Trade and other payables 69 | ||
| 24. | Financial instruments 70 | ||
| 24.1. | Measurement of financial instruments 70 | ||
| 23.1.1 Financial assets 70 | |||
| 23.1.2 Financial liabilities 72 | |||
| 24.2. | Other disclosures relating to financial instruments 72 | ||
| 24.3. | Nature and extent of risks arising from financial instruments 75 | ||
| 24.3.1 Liquidity risk 75 |
| 24.3.2 Currency risk 76 | |||
|---|---|---|---|
| 24.3.3 Interest rate risk 77 | |||
| 24.3.4 Credit risk 78 | |||
| 25. | Operating leases 78 | ||
| 26. | Contractual investment commitments 79 | ||
| 27. | Contingent liabilities and security instruments 79 | ||
| 27.1. | Mortgages 80 | ||
| 27.2. | Financial and registered pledges on shares 85 | ||
| 27.3. | Pledges on cash receivables and on collection of rights and assets 94 | ||
| 27.4. | Guarantees 96 | ||
| 27.5. | Sureties 96 | ||
| 27.6. | Other security interests 96 | ||
| 27.7. | Other contingent liabilities and commitments 99 | ||
| 28. | Related-party transactions 99 | ||
| 28.1. | Trade and other receivables and payables 99 | ||
| 28.2. | Loans and non-bank borrowings 100 | ||
| 28.3. | Income and expenses 100 | ||
| 29. | Significant litigation and disputes 101 | ||
| 29.1. | CreditForce Holding B.V 101 | ||
| 29.2. | DEPENBROCK Polska Sp. z o.o. Sp. k 101 | ||
| 29.3. | Pruszków District Governor (starosta) 102 | ||
| 30. | Significant events during and subsequent to the reporting period 102 | ||
| 30.1. | Impact of the political and economic situation in Ukraine on the operations of the MLP Group S.A. Group 103 |
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| 31. | Variable remuneration and paid to members of management and supervisory bodies 104 | ||

We are facing challenges at every turn - in 2022, EU annual inflation reached the highest level ever measured at 9.2%. Compared with 2021, when the annual value was 2.9%. The supply shock was mainly driven by sharp increases in oil, gas and other commodities prices. Russian invasion of Ukraine affected both supply and demand. The increase in oil, gas and food prices was an inflationary and contractionary supply shock. The likely weakness of consumption and investment expenditures is a deflationary and contractionary demand shock. We do not know yet which effect will be larger and in what time perspective. In 2022, we observed a rapid increase in inflation while overall activity has not declined much. The Ukraine War shock hit at a time when the effects of the pandemic shock were still filtering through. Disentangling the impacts of each of these shocks is nearly impossible, so that interpreting the data is very hazardous.
Although I begin this annual letter to shareholders in a challenging landscape, I remain proud of what had been achieved in 2022. We had a very successful year. We delivered excellent results, both from an operational and financial point of view driven by strong leasing performance across Europe. Our modern, well-located and highly sustainable warehouses continue to be in high demand from a diverse range of occupiers, underpinned by long-term structural drivers. MLP Group has one of the best and most modern pan-European industrial warehouse portfolios, through which we can serve our customers' entire regional and local needs.
Our diversified group of tenants combined with prime portfolio of assets, excellent, well-located land bank give us the substantial potential for future development combined with industry expertise, customer focus and balance sheet capacity. Supply and availability of modern, sustainable warehouse space in the locations most desired by occupiers remain extremely limited across Europe. Vacancy levels are at historic lows and supply is likely to remain constrained given recent increases in financing.
We are well poised to the upcoming economic cycle since occupational demand and rental performance in the industrial and logistics sector has remained strong, supported by long-term structural tailwinds and tight supply. In 2022 we saw massive increase in rentals, reaching double digit growth - never seen in the past - that shall translate to strong performance results in 2023.
| Country of origin |
Like-for-Like rental growth |
Rental revenue growth y/y |
Portfolio valuation y/y |
LTV |
|---|---|---|---|---|
| +10.0% | +31% | +30.0% | 33% | |
| +4.5% | +35% | +33.0% | 45% | |
| +6.7% | +19% | -11.0% | 32% | |
| +4.0% | +14.6% | +9.6% | 35% | |
| +4.3% | +2.4% | -2.0% | 48% |
The quality and location of our portfolio is important to our tenants, but in our DNA we believe the high level of service we provide is crucial to maintaining high customer retention as well as low vacancy and the most importantly satisfaction. We carry out a rolling survey of our tenantsthroughout the year to identify and rectify issues promptly. In 2022, we spoke to 160 tenants, and 93% said that they considered MLP as the most professional business partner. We continually collaborate to pass on our experience and best practices to provide best possible support to all our tenants. Customer relationship management helps us develop long-term relations reaching even over 20 years. We continue to learn about and from our tenants to understand their businesses, improve our services and stand out from the competition.
2022 was very successful year for us - we continued our strategy deployed in 2021 but from a much stronger equity position than we had in the past years.
Net Assets Value (NAV) increased to PLN 2 498.0 million (EUR 532.6 million), + 37% yoy


MLP Group investment property valuation increased to PLN 4.4 billion (EUR 945 million), + 31% yoy, The slight yield expansion in 2H 2022 in Poland and Germany was offset against substantial growth in ERW (estimated rental values).
Our total portfolio reached 1 064 million sqm with 98% occupancy across all our assets and new space under development amounts to 119 thousand sqm. In 2022, we successfully continued our efforts to diversify our assets (Big-box logistic and Urban Logistic), tenants and geographies.
Our customer base remains well diversified, reflecting the multitude of uses of warehouse space. Top 10 tenants provide 42% of annual rental income. Customers from the light manufacturing and logistics sector were the largest takers of our space during 2022. We strongly believe that the trend of nearshoring will be maintained in 2023. In the last year, 65% of new leases was generated by existing MLPG tenants.

In 2022, we saw strong like-for-like rental growth of 10% during the year, signed 235 ths sqm of leases, with rental levels of new leases averaging 16% above ERV. We continue to see robust occupier demand combined with market vacancies close to historic lows in supply-constrained markets.
Moreover 2022 saw the delivery of approx. 226 thousands sqm of GLA in MLP Group portfolio, adding PLN 36.1 mn of contracted rent with the rent generated by the construction finished in previous year. Thanks to our profitable pipeline we continue to deliver positive revaluations with the high level of yield on cost – exceeding on average 10%, mobilizing our industry leading landbank, which we have been able to acquire at attractive prices.
Strong tenants' portfolio – none of MLPG's tenants run into insolvency nor significant liquidity problems - very restrictive and conservative tenants acceptance policy brings sufficient level of comfort for economic slowdown. In addition, based on the tenant stress test we conducted, we do not expect any tenants to have any problems with paying rent on time - which only further confirms our very conservative customer acceptance policy brings expected results.

At 31 December 2022, our portfolio generated passing rent of PLN 152.9 million. During the year, we contracted PLN 36.1 million of new headline rent. We increased the rent from our existing space significantly by capturing reversionary potential and due to the impact of indexation. Strong occupier demand for new space also helped us sign a high number of pre-let agreements for delivery over the next two years.

In line with our conservative financial approach, MLP Group benefits from a solid liquidity position to fund its growth ambitions, with a fixed cost of debt and conservative repayment profile. Considering the current geopolitical situation and high volatility in the economy, we are very well prepared for the current challenges.
MLP Group has a very good financial standing and a safe capital structure enabling the implementation of long-term strategic goals. With the modest leverage, long-average debt maturity of 5.1 years, no near-term refinancing requirements and virtually entire debt at fixed or capped rates, we have significant financial flexibility to continue to invest capital in the development and acquisition opportunities that offer the most attractive risk-adjusted returns.
Let me start with this adage - all of our knowledge is about the past and all our decisions are about the future, which is unknown by definition.
Occupier demand for warehouse space across all markets where we operate, is unbroken and the combination of, near-shoring, continuing e-commerce demand and restructuring of supply chains are expected to further drive the demand. Our space is flexible and can be adapted to suit businesses from many different industries which, when coupled with our relentless focus on customer service through our market-leading operating platform, is reflected in high customer satisfaction and retention rates, as well as our asset management and leasing performance.
We expect this contrast between positive demand and limited supply to drive further growth in rental levels.
Main drivers of the demand for logistic space are:
The main trigger affecting the demand for industrial space in 2023 and in the following years will be near-shoring. MLP Group is very well poised to respond to the market demand with very high technical competence of our team in Europe and a portfolio of plots located near major urban agglomerations with access to workforce.

Source: BCI Global 2022
Demand in 2023 will be conditioned by a number of factors - apart from near-shoring, the second important trend will be the security and resilience of supply chains.

Source: Savills, European Real Estate Logistics Consensus
Valuation: what to expect in 2023 - forecasting yields over any period is unquestionably difficult given the multitude of economic and financial drivers (particularly interest rates and credit spreads), most of which are outside our direct control. Nevertheless, the operating prospects for our portfolio are strong, supported by structural drivers of occupational demand and limited supply (vacancy rate at the lowest level ever) and substantial growth in rental rates and ERV (estimated rental values). Therefore, we are optimistic about the potential for further rental value growth, particularly in our urban warehouse portfolio.
Our strategic goal is to constantly expand the warehouse portfolio. In 2023, capital expenditure (CAPEX) will amount to approximately EUR 150-200 million, of which approximately 30% will be allocated to plots' purchases. We plan to lease 250 thousand sqm of the new warehouse space.
Most importantly, we will continue our development in Germany, where we are systematically increasing our portfolio of projects. We intend to lease MLP Idstein (Frankfurt am Main area), MLP Business Park Schalke and MLP Business Park Niederrhein. We plan to strengthen and expand our presence in the regions where we are already present i.e. Ruhr area, Brandenburg and Hessen land. Further development on the German market is a key point of our strategy.
Austria is also among the most important markets for us. This year will mark the start of construction of our first project - MLP Business Park Wien. The success of this project is already spectacular - before the start of construction, we see a huge interest in leasing space in this project (demand exceeds 150% of lease area). Bearing in mind the potential of the Viennese market, we are planning to acquire additional 2 plots in Vienna, which are now under analysis and due diligence process.
Last but not least, the Polish market remains crucial for MLP Group, and we will continuously increase our offer in key logistics regions. In 2023, we start the development of MLP Business Park Łódź, MLP Business Park Poznań and possibly MLP Business Park Wroclaw. In parallel, we will start several bigbox logistic project such as MLP Poznań West extension, MLP Pruszków extension (the biggest logistic park in Warsaw area), MLP Łódź, MLP Gorzów and MLP Zgorzelec (wester border of Poland) and new project on eastern border of Poland close to Ukraine. All that area shall increase our existing portfolio by 250,000 sqm of newly built logistic area.
Urban/city logistics projects (MLP Business Park) as will be of our focused in 2023 a high growth potential, high profitability and resilient to economical downturns products – addressing the retail evolution (e-commerce) with: smaller units, less than 2500 sqm, located within or close to city boundaries with easy access to labour and public transportation. City Logistics products are better accepted by municipalities in comparison to Big-Box as it is served with less heavy trucks and provide more employments opportunities for white and blue collar personnel. Additionally, we will be continuing the development of big-box projects primary addressing ecommerce development and light industry requirements following the increased demand generated by moving manufacturing from Asia to Europe.
MLP Group replenishes its landbank on a continual basis. We focus on acquiring development sites that are adjacent to existing parks, or in sought-after locations with proximity to strong logistics hubs and transport corridors and large, densely populated cities. In 2022, MLP Group acquired approx. 377,000 thousand sqm (excl. options), focusing particularly on sites within core markets across Europe.
MLP Group activities are particularly focused on environmental protection and achieving zero CO2 emissions by 2024. As part of the existing and emerging facilities, a project to build photovoltaic farms on the roofs of logistics parks is being implemented, which should allow us to generate between 9 to 10,5 GWh of green energy in 2024.
In 2023, 85% of our Polish projects will obtain BREEAM certificate at the Excellent or Very good level and DGNB Gold or Platinum certificate on the German and Austrian market. Remaining 20% of Polish projects with lower notes will be improved to min. VERY good level in 2024.
I would like to express my deep gratitude and appreciation to all employees. From this letter, I hope shareholders and all readers gain an appreciation for the tremendous character and capabilities of MLP Group's team and I hope you are as proud of them as I am.
Finally, Isincerely hope that all the European Union citizens see an end to terrible COVID-19 pandemic, see an end to the war in Ukraine, and see a renaissance of a world on the path to peace and democracy.
2022 might not have been the year that we all expected, but our business has shown its quality and resilience and has continued to deliver value. I am proud of how everyone at MLP Group has come together and worked hard to make this happen.
President & CEO of MLP Group
The consolidated financial statements of the MLP Group S.A. Group ("the Group") for the period from 1 January 2022 to 31 December 2022 and the comparative data for the period from 1 January 2021 to 31 December 2021 have been prepared in compliance with the applicable accounting policies described in Note 3 and present a true, accurate and fair view of the Group's assets, financial condition and financial results. The Management Board's Report on the activities of the MLP Group S.A. Group presents a true view of the development, achievements and condition of the Group, including a description of key threats and risks.
We also represent that the entity qualified to audit the financial statements that audited the consolidated financial statements of the Group for the 12 months ended 31 December 2021, i.e. PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt Sp.k., was appointed in accordance with the law. The entity and the statutory auditor who performed the audit satisfied the conditions to issue an unbiased and independent opinion on the audit, in compliance with the applicable laws and professional standards.
Signed by the Management Board and the person responsible for keeping books of account with qualified digital signatures.
Pruszków, 17 March 2023
Average exchange rates of the Polish złoty against the euro during the reporting period:
| 31 December | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Average mid exchange rate during the reporting period * |
4.6883 | 4.5775 |
| Mid exchange rate on the last day of the reporting period |
4.6899 | 4.5994 |
* Arithmetic mean of the mid exchange rates effective as at the last day of each month in the reporting period.
| as at 31 December | 2022 | 2021 | ||
|---|---|---|---|---|
| PLN '000 | EUR '000 | PLN '000 | EUR '000 | |
| Non-current assets | 4,575,262 | 975,557 | 3,457,071 | 751,635 |
| Current assets | 414,876 | 88,462 | 328,483 | 71,419 |
| Total assets | 4,990,138 | 1,064,019 | 3,785,554 | 823,054 |
| Non-current liabilities | 2,219,946 | 473,347 | 1,722,350 | 374,473 |
| Current liabilities | 272,241 | 58,048 | 238,683 | 51,894 |
| Equity, including: | 2,497,951 | 532,624 | 1,824,521 | 396,687 |
| Share capital | 5,999 | 1,279 | 5,344 | 1,162 |
| Total equity and liabilities | 4,990,138 | 1,064,019 | 3,785,554 | 823,054 |
| Number of shares | 23,994,982 | 23,994,982 | 21,373,639 | 21,373,639 |
| Book value per share and diluted book value per share attributable to owners of the parent (PLN) |
104.10 | 22.20 | 85.36 | 18.56 |
Key items of the consolidated statement of financial position translated into the euro:
The data in the consolidated statement of financial position was translated at the mid exchange rate quoted by the National Bank of Poland for the last day of the reporting period.
Key items of the consolidated statement of profit or loss and other comprehensive income converted into the euro:
| for the year ended 31 December | 2022 | 2021 | ||
|---|---|---|---|---|
| PLN '000 | EUR '000 | PLN '000 | EUR '000 | |
| Revenue | 279,073 | 59,525 | 200,588 | 43,820 |
| Other income | 3,041 | 649 | 2,460 | 537 |
| Gain on revaluation of investment property | 455,565 | 97,171 | 540,323 | 118,039 |
| Distribution costs and administrative expenses | (136,645) | (29,146) | (108,331) | (23,666) |
| Operating profit | 590,216 | 125,891 | 632,254 | 138,122 |
| Profit before tax | 529,092 | 112,854 | 599,455 | 130,957 |
| Net profit | 422,390 | 90,094 | 480,470 | 104,963 |
| Total comprehensive income | 491,452 | 104,825 | 489,204 | 106,871 |
| Net profit attributable to owners of the parent | 422,390 | 90,094 | 480,470 | 104,963 |
| Earnings per share and diluted earnings per share attributable to owners of the Parent (PLN) |
19.69 | 4.00 | 23.23 | 5.07 |
The data in the consolidated statement of profit or loss and other comprehensive income was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.
Key items of the consolidated statement of cash flows converted into the euro:
| for the year ended 31 December | 2022 | 2021 | ||
|---|---|---|---|---|
| PLN '000 | EUR '000 | PLN '000 | EUR '000 | |
| Net cash from operating activities | 164,653 | 35,120 | 164,742 | 35,990 |
| Cash from investing activities | (508,612) | (108,485) | (569,827) | (124,484) |
| Cash from financing activities | 477,282 | 101,803 | 421,477 | 92,076 |
| Total cash flows, net of exchange differences | 133,323 | 28,438 | 16,392 | 3,581 |
| Total cash flows | 137,966 | 29,428 | 14,225 | 3,108 |
The data in the consolidated statement of cash flows was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.
| as at 31 December | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| PLN '000 | EUR '000 | PLN '000 | EUR '000 | |||
| Cash at beginning of period | 177,234 | 38,534 | 163,009 | 35,323 | ||
| Cash at end of period | 315,200 | 67,208 | 177,234 | 38,534 |
The following exchange rates were used to translate the presented data from the consolidated statement of cash flows:
The EUR/PLN exchange rate on the last day of the reporting period ended 31 December 2020 was 4.6148.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
19
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
On 17 March 2023, the Management Board of the Parent. i.e. MLP Group S.A., authorised for issue the Consolidated financial statements (the "Consolidated Financial Statements") of the MLP Group S.A. Group (the "Group") for the period from 1 January 2022 to 31 December 2022.
The Consolidated Financial Statements for the period from 1 January 2022 to 31 December 2022 have been prepared in accordance with International Financial Reporting Standards as approved by the European Union ("EU IFRS"). In this report, information is presented in the following sequence:
Consolidated statement of profit or loss and other comprehensive income for the period from 1 January to 31 December 2022, showing a net profit of PLN 422,390 thousand.
Consolidated statement of financial position as at 31 December 2022, showing total assets and total equity and liabilities of PLN 4,990,138 thousand.
Consolidated statement of cash flows for the period from 1 January to 31 December 2022, showing a net increase in cash of PLN 137,966 thousand.
Statement of changes in consolidated equity for the period from 1 January to 31 December 2022, showing an increase in consolidated equity of PLN 673,430 thousand.
Notes to the Consolidated Financial Statements.
These Consolidated Financial Statements have been prepared in thousands of PLN, unless otherwise stated.
Signed by the Management Board with qualified digital signatures.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
| for the year ended 31 December | Note | 2022 | 2021 |
|---|---|---|---|
| Revenue | 6 | 279,073 | 200,588 |
| Other income | 7 | 3,041 | 2,460 |
| Gain on revaluation of investment property | 12 | 455,565 | 540,323 |
| Distribution costs and administrative expenses | 9 | (136,645) | (108,331) |
| Other expenses | 8 | (10,818) | (2,786) |
| Operating profit | 590,216 | 632,254 | |
| Finance income | 10 | 755 | 3,120 |
| Finance costs | 10 | (61,879) | (35,919) |
| Net finance costs | (61,124) | (32,799) | |
| Profit before tax | 529,092 | 599,455 | |
| Income tax | 11 | (106,702) | (118,985) |
| Profit from continuing operations | 422,390 | 480,470 | |
| Net profit | 422,390 | 480,470 | |
| Net profit attributable to: Owners of the Parent |
422,390 | 480,470 | |
| Other comprehensive income that will be reclassified to profit or loss: |
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| Exchange differences on translation of foreign operations | 2,970 | 49 | |
| Effective portion of changes in fair value of cash flow hedges | 81,595 | 10,722 | |
| Other comprehensive income that will be reclassified to profit or loss, before tax |
84,565 | 10,771 | |
| Other comprehensive income, gross | 84,565 | 10,771 | |
| Income tax on other comprehensive income that will be reclassified | (15,503) | (2,037) | |
| to profit or loss | |||
| Other comprehensive income, net | 69,062 | (8,734) | |
| Total comprehensive income | 491,452 | 489,204 | |
| Comprehensive income attributable to: Owners of the Parent |
491,452 | 489,204 |
Earnings per ordinary share:
| - Basic earnings per share from continuing operations | 19.69 | 23.23 |
|---|---|---|
| - Earnings per ordinary share | 19.69 | 23.23 |
| Diluted earnings per ordinary share: | ||
| - Diluted earnings per share from continuing operations | 19.69 | 23.23 |
| Diluted earnings per ordinary share | 19.69 | 23.23 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
| as at 31 December Note |
2022 | 2021 | |
|---|---|---|---|
| Non-current assets Property, plant and equipment |
9,906 | 3,276 | |
| Intangible assets | 59 | 138 | |
| Investment property | 12 | 4,432,975 | 3,394,504 |
| Other long-term financial investments | 14 | 127,873 | 53,887 |
| Other non-current assets | 15 | 882 | 939 |
| Deferred tax assets | 13 | 3,567 | 4,327 |
| Total non-current assets | 4,575,262 | 3,457,071 | |
| Current assets | |||
| Inventories | - | 19 | |
| Short-term investments | 14 | - | 71,380 |
| Income tax receivable | 16 | 808 | 2,003 |
| Trade and other receivables | 16 | 91,810 | 74,346 |
| Other short-term investments | 14 | 7,058 | 3,501 |
| Cash and cash equivalents | 17 | 315,200 | 177,234 |
| Current assets other than held for sale or distribution to owners | 414,876 | 328,483 | |
| Total current assets | 414,876 | 328,483 | |
| TOTAL ASSETS | 4,990,138 | 3,785,554 | |
| Equity | 19 | ||
| Share capital | 5,999 | 5,344 | |
| Share premium | 485,348 | 304,025 | |
| Cash flow hedge reserve | 62,058 | (4,034) | |
| Translation reserve | 3,696 | 726 | |
| Retained earnings, including: | 1,940,850 | 1,518,460 | |
| Capital reserve | 83,680 | 83,680 | |
| Statutory reserve funds Profit (loss) brought forward |
168,129 1,266,651 |
154,575 799,735 |
|
| Net profit | 422,390 | 480,470 | |
| Equity attributable to owners of the parent | 2,497,951 | 1,824,521 | |
| Total equity | 2,497,951 | 1,824,521 | |
| Non-current liabilities | |||
| Borrowings and other debt instruments | 21.1 | 1,764,320 | 1,369,873 |
| Deferred tax liability | 13 | 400,567 | 294,180 |
| Other non-current liabilities | 21.1 | 55,059 | 58,297 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
Current liabilities
| 272,241 | 238,683 | |
|---|---|---|
| 272,241 | 238,683 | |
| 23 | 167,991 | 108,323 |
| 23 | 10,014 | 3,210 |
| 22 | 2,071 | 5,928 |
| 21.2 | 92,165 | 121,222 |
TOTAL EQUITY AND LIABILITIES 4,990,138 3,785,554
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in
| for the year ended 31 December | Note | 2022 | 2021 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | 529,092 | 599,455 | |
| Total adjustments: | (357,380) | (427,497) | |
| Depreciation and amortisation | 425 | 152 | |
| Change in fair value of investment properties | (455,565) | (540,323) | |
| Net interest | 37,606 | 30,439 | |
| Exchange differences | 14,049 | (1,020) | |
| Other | 57 | (248) | |
| Change in receivables | 19.2 | (13,356) | 23,816 |
| Change in current and other liabilities | 19.3 | 59,404 | 59,687 |
| Cash from operating activities | 171,712 | 171,958 | |
| Income tax paid | (7,059) | (7,216) | |
| Net cash from operating activities | 164,653 | 164,742 | |
| Cash flows from investing activities | |||
| Interest received | 3,914 | 3,347 | |
| Repayment of loans | 19.1 | 2,818 | 9,336 |
| Purchase of investment property, property, plant and equipment | (581,304) | (533,289) | |
| and intangible assets | |||
| Sale of investment property Proceeds from disposal of other investments in financial assets |
19.4 | - 70,834 |
32 103,381 |
| Purchase of other financial assets | - | (154,600) | |
| Other proceeds from (expenditure on) investments | ( 4,874) | 1,966 | |
| Cash from investing activities | (508,612) | (569,827) | |
| Cash flows from financing activities | |||
| Increase in borrowings | 19.1 | 440,112 | 463,086 |
| Repayment of bank and non-bank borrowings, including refinanced bank borrowings |
19.1 | (41,364) | (224,756) |
| Net proceeds from issue of shares | 181,978 | 123,585 | |
| Redemption of bonds | (94,118) | 0 | |
| Issue of debt securities | 28,547 | 93,304 | |
| Interest paid | (37,873) | (33,742) | |
| Cash from financing activities | 477,282 | 421,477 | |
| Total cash flows, net of exchange differences | 133,323 | 54,279 | |
| Effect of exchange differences on cash and cash equivalents | 4,643 | 6,684 | |
| Total cash flows | 137,966 | 14,225 | |
| Cash and cash equivalents at beginning of period | 18 | 177,234 | 163,009 |
| Cash and cash equivalents at end of period | 18 | 315,200 | 177,234 |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
| Share capital |
Share premium |
Cash flow hedge reserve |
Translation reserve |
Total retained earnings |
including capital reserve |
including reserve funds |
including profit carried forward |
including net profit |
Total equity attributable to owners of the parent |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2022 | 5,344 | 304,025 | (4,034) | 726 | 1,518,460 | 83,680 | 154,575 | 799,735 | 0 | 1,824,521 | 1,824,521 |
| Comprehensive income: Net profit/(loss) |
0 | 0 | 0 | 0 | 422,390 | 0 | 0 | 0 | 422,390 | 422,390 | 422,390 |
| Total other comprehensive income |
0 | 0 | 66,092 | 2,970 | 0 | 0 | 0 | 0 | 0 | 69,062 | 69,062 |
| Comprehensive income for the year ended 31 December 2022 |
0 | 0 | 66,092 | 2,970 | 422,390 | 0 | 0 | 0 | 422,390 | 491,452 | 491,452 |
| Increase in equity due to share issue 1) |
655 | 181,323 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 181,978 | 181,978 |
| Distribution of net profit | - | - | - | - | - | - | 13,554 | 466,916 | (480,470) | - | - |
| Changes in equity | 655 | 181,323 | 66,092 | 2,970 | 422,390 | 0 | 13,554 | 466,916 | 422,390 | 673,430 | 673,430 |
| As at 31 December 2022 | 5,999 | 485,348 | 62,058 | 3,696 | 1,940,850 | 83,680 | 168,129 | 1,266,651 | 422,390 | 2,497,951 | 2,497,951 |
1) On 8 May 2022, the Company increased its share capital by PLN 655,335.80 through the issue of new Series E shares. The District Court for the Capital City of Warsaw registered the capital increase on 22 December 2022.
| Share capital |
Share premium |
Cash flow hedge reserve |
Translation reserve |
Total retained earnings |
including capital reserve |
including reserve funds |
including profit carried forward |
including net profit |
Total equity attributable to owners of the parent |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2021 | 4,931 | 180,853 | (12,719) | 2,095 | 1,036,572 | 83,680 | 154,575 | 798,317 | 0 | 1,211,732 1,211,732 | |
| Comprehensive income: Net profit/(loss) |
0 | 0 | 0 | 0 | 480,470 | 0 | 0 | 0 | 480,470 | 480,470 | 480,470 |
| Total other comprehensive income |
0 | 0 | 8,685 | (1,369) | 1,418 | 0 | 0 | 1,418 | 8,734 | 8,734 | |
| Total comprehensive income for the year ended 31 December 2021 |
0 | 0 | 8,655 | (1,369) | 481,888 | 0 | 0 | 1,418 | 480,470 | 489,204 | 489,204 |
| Distribution of net profit | |||||||||||
| Increase in equity due to share issue 1) |
0 | 0 | 0 | 0 | |||||||
| Changes in equity | 413 | 123,172 | 8,655 | (1,369) | 481,888 | 0 | 0 | 1,418 | 480,470 | 612,789 | 612,789 |
| Equity as at 31 December 2021 | 5,344 | 304,025 | (4,034) | 726 | 1,518,460 | 83,680 | 154,575 | 799,735 | 480,470 | 1,824,521 | 1,824,521 |
The Parent of the Group is MLP Group S.A. (the "Company", the "Parent", or the "Issuer"), a listed joint-stock company registered in Poland. The Company's registered office is located in Pruszków. The office is located at ul. 3 go Maja 8.
The Parent was established as a result of transformation of the state-owned enterprise Zakłady Naprawcze Taboru Kolejowego im. Bohaterów Warszawy into a state-owned joint-stock company. The deed of transformation was drawn up before a notary public on 18 February 1995. Pursuant to a resolution of the General Meeting of 27 June 2007, the Company trades as MLP Group S.A. The Company continued to trade under this business name as at the date of issue of these consolidated financial statements.
At present, the Company is registered with the National Court Register maintained by the District Court for the Capital City of Warsaw, 14th Commercial Division, under No. KRS 0000053299.
As at the date of preparation of these consolidated financial statements, the composition of the Parent's Management and Supervisory Boards is as follows:
On 26 July 2022, the Supervisory Board resolved to appoint Ms Monika Dobosz and Ms Agnieszka Góźdź as Members of the Company's Management Board.
As at the reporting date, the MLP Group S.A. Group (the "Group") consisted of MLP Group S.A., i.e. the Parent, and 54 subsidiaries.
The Parent of the Group is CAJAMARCA HOLLAND B.V. of the Netherlands, registered address: Locatellikade 1, 1076 AZ Amsterdam.
The ultimate parent is Israel Land Development Company Ltd. (headquartered in Tel Aviv, Israel), whose shares are listed on the Tel Aviv Stock Exchange.
The Parent's and its subsidiaries' principal business activities comprise development, purchase and sale of own real estate, lease of own real estate, management of residential and non-residential real estate, general activities involving construction of buildings, and construction.
All subsidiaries listed below are fully consolidated. The financial year of the Parent and the Group companies is the same as the calendar year. The duration of the activities of all Group companies is not limited.
| Parent's direct and indirect equity interest |
Parent's direct and indirect voting interest |
||||
|---|---|---|---|---|---|
| Country of | 31 December | 31 December | 31 December | 31 December | |
| Entity | registration | 2022 | 2021 | 2022 | 2021 |
| MLP Pruszków I Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków III Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków IV Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Poznań Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Lublin Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Poznań II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Spółka z ograniczoną odpowiedzialnością S.K.A. |
Poland | 100% | 100% | 100% | 100% |
| Feniks Obrót Sp. z o.o. 10) | Poland | 100% | 100% | 100% | 100% |
| MLP Property Sp. z.o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bieruń Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bieruń I Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Teresin Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Business Park Poznań Sp. z o.o. |
Poland | 100% | 100% | 100% | 100% |
| MLP FIN Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| LOKAFOP 201 Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| LOKAFOP 201 Spółka z ograniczoną odpowiedzialnością S.K.A. |
Poland | 100% | 100% | 100% | 100% |
| MLP Wrocław Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Gliwice Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Business Park Berlin I LP Sp. z o.o. |
Poland | 100% | 100% | 100% | 100% |
| MLP Czeladź Sp z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Temp Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Dortmund LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Dortmund GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Logistic Park Germany I Sp. z o.o. & Co. KG |
Germany | 100% | 100% | 100% | 100% |
| MLP Poznań West II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bucharest West Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Bucharest West SRL | Romania | 100% | 100% | 100% | 100% |
| MLP Teresin II Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Pruszków V Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| MLP Germany Management GmbH | Germany | 100% | 100% | 100% | 100% |
| MLP Wrocław West Sp. z o.o. | Poland | 100% | 100% | 100% | 100% |
| Country of registration |
Parent's direct and indirect equity interest |
Parent's direct and indirect voting interest |
|||
|---|---|---|---|---|---|
| 31 December | 31 December | 31 December | 31 December | ||
| Entity | 2022 | 2021 | 2022 | 2021 | |
| MLP Business Park Berlin I GP Sp. z o.o. |
Poland | 100% | 100% | 100% | 100.00% |
| MLP Łódź II Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Poznań East Sp. z o.o. 5) | Poland | 100% | 100% | 100% | 100.00% |
| MLP Schwalmtal LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Schwalmtal GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Pruszków VI Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Business Park Berlin I Sp. z o.o. & Co. KG |
Germany | 100% | 100% | 100% | 100.00% |
| MLP Schwalmtal Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100.00% |
| MLP Business Park Wien GmbH | Austria | 100% | 100% | 100% | 100.00% |
| MLP Wrocław West I Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Gelsenkirchen GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Gelsenkirchen LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Gelsenkirchen Sp. z o.o. & Co. KG |
Germany | 100% | 100% | 100% | 100.00% |
| MLP Gorzów Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Idstein LP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Idstein GP Sp. z o.o. | Poland | 100% | 100% | 100% | 100.00% |
| MLP Idstein Sp. z o.o. & Co. KG | Germany | 100% | 100% | 100% | 100.00% |
| MLP Business Park Trebur GP Sp. z o.o. 1) |
Poland | 100% | - | 100% | 0.00% |
| MLP Business Park Trebur LP Sp. z o.o. 2) |
Poland | 100% | - | 100% | 0.00% |
| MLP Business Park Trebur Sp. z o.o. &Co. KG 3) |
Germany | 100% | - | 100% | 0.00% |
| MLP Poznań West III Sp. z o.o. 4) | Poland | 100% | - | 100% | 0.00% |
1) On 16 February 2022, MLP Schwäbisch Gmünd GP Sp. z o.o. was established. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 22 March 2022. On 14 June 2022, the Extraordinary General Meeting of the company resolved to rename it MLP Business Park Trebur GP Sp. z o.o. The change in the company's name was entered in the National Court Register on 23 June 2022.
2) On 16 February 2022, MLP Schwäbisch Gmünd LP Sp. z o.o. was established. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 21 March 2022. On 14 June 2022, the Extraordinary General Meeting of the company resolved to rename it MLP Business Park Trebur LP Sp. z o.o. The change in the company's name was entered in the National Court Register on 22 June 2022.
3) MLP Business Park Trebur Sp. z o.o. &Co. KG was established pursuant to a notarial deed of 6 July 2022, with MLP Business Park Trebur LP Sp. z o.o. as the limited partner and MLP Business Park Trebur GP Sp. z o.o. as the general partner.
4) MLP Poznań West III Sp. z o.o. was incorporated pursuant to a notarial deed of 14 December 2022. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 4 January 2023.
5) On 16 January 2023, the change of the name of MLP Poznań East Sp. z o.o. to MLP Zgorzelec Sp. z o.o. was registered.
The Consolidated Financial Statements for the year ended 31 December 2022 includes financial statements of the Parent and of the subsidiaries controlled by the Parent ("the Group").
From the date of issue of the most recent interim report to the reporting date there were no changes in direct or indirect holdings of 5% or more of total voting rights in the Company, and as at 31 December 2022 the holdings were:
| Shareholder | Number of shares and voting rights | % interest in equity and voting rights |
|---|---|---|
| CAJAMARCA Holland BV | 10,242,726 | 42.69% |
| Other shareholders | 4,183,253 | 17.44% |
| Israel Land Development Company Ltd. 2) | 3,016,329 | 12.57% |
| THESINGER LIMITED | 1,771,320 | 7.38% |
| Allianz OFE, Allianz DFE and Drugi Allianz OFE | 1,714,881 | 7.15% |
| OFE NNLife 3) | 1,656,022 | 6.90% |
| GRACECUP TRADING LIMITED | 641,558 | 2.67% |
| MIRO LTD. 4) | 617,658 | 2.57% |
| Shimshon Marfogel | 149,155 | 0.62% |
| Oded Setter 1) | 2,080 | 0.0087% |
| Total | 23,994,982 | 100.00% |
On 8 December 2022, the Parent issued 2,621,343 Series E shares with a total par value of PLN 655,335.75 (par value per Series E share: PLN 0.25). Following registration with the National Court Register and the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.), the total number of shares is 23,994,982.
1) On 12 January 2022, 30 March 2022 and 8 January 2022, Oded Setter, member of the Supervisory Board, acquired 420, 640 and 600 ordinary shares, respectively, representing in total 0.0077% of the share capital and 1,660 voting rights, or 0.0077% of total voting rights.
2) On 13 May 2022 Israel Land Development Company Ltd. with its registered office in Bnei Brak, Israel acquired 100 ordinary shares increasing its holding to 1,933,619 Company shares, which after the changes constitutes 9.05% of the share capital and carries 1,933,619 voting rights, i.e., 9.05% of the total number of voting rights.
Furthermore, on December 8 2022, as part of the issuance of Series F shares, 1,082,710 shares were subscribed for by Israel Land Development Company Ltd. As a result, the shareholder increased its holding to 3,016,329 Company shares, representing 12.57% of the Company's share capital and conferring the right to 3,016,329 votes, i.e., 12.57% of total voting rights.
As at 31 December 2022, Israel Land Development Company Ltd. held an indirect interest of 28.73% in the share capital of MLP Group S.A. through:
(a) RRN Holdings Ltd. (66.69% equity interest), which holds a 75% interest in the share capital of Cajamarca Holland B.V. (economic interest of 21.35%);
b) 100% of the share capital held by Thesinger Limited (economic interest of 7.38%).
Therefore, Israel Land Development Company LTD. holds a total effective economic interest of 41.30% in the share capital of MLP Group S.A.
3) Previous name MetLife OFE – as of 1 February 2023 managed by Generali Powszechne Towarzystwo Emerytalne S.A.; the number of shares held as of 1 February 2023 was 1,591,360.
4) On December 8, 2022, 65,533 Series F shares were acquired by MIRO Ltd. as part of the issue. This increased the shareholder's interest in the Company to 617,658 shares, which represents 2.57% of the share capital and confers the right to 617,658 votes, or 2.57% of total voting rights.
On 8 December 2022, MIRO Ltd acquired 65,533 ordinary shares, representing 0.27% of the share capital and 65,533 voting rights, or 0.27% of total voting rights. As at 31 December 2022, Michael Shapiro, Vice President of the Management Board, held indirectly, through his fully-controlled company MIRO Ltd., a 2.57% interest in MLP Group S.A.'s share capital, and, through a 25% interest in the share capital held by MIRO Ltd. in Cajamarca Holland B.V., Mr Shapiro was the beneficial owner of 10.67% of the share capital of MLP Group S.A. Therefore, in aggregate, Mr Shapiro was the beneficial owner of a 13.24% interest in the share capital of MLP Group S.A.
Eytan Levy indirectly holds a 10.67% interest in MLP Group S.A.'s share capital: Mr. Levy holds a 100% interest in N Towards the Next Millennium Ltd. This company holds a 33.33% (1/3) interest in RRN Holdings Ltd. which in turn holds a 75% interest in the share capital of Cajamarca Holland B.V., resulting in a 10.67% interest in MLP Group S.A.'s share capital.
As at 31 December 2022, Shimshon Marfogel, Chairman of the Supervisory Board, held directly, through the Company shares acquired in September 2017, 0.62% of the Company's share capital.
As at 31 December 2022, Oded Setter, member of the Supervisory Board, held directly, through the Company shares acquired in September 2021, October 2021, January 2022, March 2022 and June 2022, 0.0087% of the Company's share capital.
The other members of the Supervisory Board and the Management Board have no direct holdings in the Company's share capital.
The Group has prepared the consolidated financial statements in accordance with the accounting standards issued by the International Accounting Standards Board as endorsed by the European Union, referred to as the International Financial Reporting Standards ("EU IFRS"). The Group applied all Standards and Interpretations which are applicable in the European Union except those which are awaiting approval by the European Union and those Standards and Interpretations which have been approved by the European Union but are not yet effective.
The Group intends to adopt, as of respective effective dates, standards and amendments to the existing standards and interpretations which were published by the International Accounting Standards Board but were not yet effective as at the date of authorisation of these consolidated financial statements.
| Standards and interpretations endorsed by the European Union which are not yet effective for annual periods |
Potential impact on the Consolidated financial statements |
Effective date for periods beginning on or after the date |
|---|---|---|
| IFRS 17 Insurance Contracts and amendments to IFRS 17 | no impact | 1 January 2023 |
| Amendment to IAS 1 Presentation of Financial Statements and the IASB Practice Statement on Disclosure of Accounting Policies |
no significant impact | 1 January 2023 |
| Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors |
no significant impact | 1 January 2023 |
| Amendments to IAS 12 Income Taxes | no significant impact | 1 January 2023 |
| IFRS 16 Leases | no significant impact | 1 January 2024 |
| Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current |
no significant impact | 1 January 2024 |
| Amendments to IFRS 10 and IAS 28 concerning sale or contribution of assets between an investor and its associate or joint venture |
no impact | by decision of the European Union, implementation is postponed |
| IFRS 14 Regulatory Deferral Accounts | no impact | by decision of the European Union, implementation is postponed |
The following new standards are applied for the first time in the Group's consolidated financial statements for 2022:
| Standards and interpretations endorsed by the European Union | Potential impact on the Consolidated financial statements |
Effective date for periods beginning on or after the date |
|---|---|---|
| IFRS 3 Business Combinations | no impact | 1 January 2022 |
| Amendments to IAS 16 Property, Plant and Equipment | no significant impact | 1 January 2022 |
| Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets |
no significant impact | 1 January 2022 |
| Annual Improvements to International Financial Reporting Standards 2018-2020 Cycle, including: IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture, and illustrative examples to IFRS 16 Leases |
no significant impact | 1 January 2022 |
These consolidated financial statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future and in conviction that there are no circumstances which would indicate a threat to the Group's continuing as a going concern.
The consolidated financial statements have been prepared on the historical cost basis except for the following items:
For information on fair value measurement methods, see Note 3.
In these consolidated financial statements all amounts are presented in the Polish złoty (PLN), rounded to the nearest thousand. The Polish złoty is the functional currency of the Parent and the presentation currency of the consolidated financial statements. The functional currencies of consolidated foreign entities are the euro (Germany and Austria) and the Romanian leu (Romania).
The following exchange rates (in PLN) were used to measure items of the consolidated statement of financial position denominated in foreign currencies:
| 31 December 2022 |
31 December 2021 |
|
|---|---|---|
| EUR | 4.6899 | 4.5994 |
| USD | 4.4018 | 4.0600 |
| RON | 0.9475 | 0.9293 |
The preparation of consolidated financial statements in accordance with the EU IFRS requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgement about carrying amounts of assets and liabilities that are not directly attributable to other sources. Actual results may differ from the estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. A change in accounting estimates is recognised in the period in which the estimate is revised, or in the current and future periods if the revised estimate relates to both the current and future periods. In material matters, the Management Board makes estimates based on opinions and valuations prepared by independent experts.
For information on the significant uncertainties concerning estimates and judgements made using the accounting policies which had the most significant effect on the amounts disclosed in the consolidated financial statements, see Note 12. "Investment property".
Other areas in which estimates are made in the Consolidated Financial Statements include: lease assets and liabilities (land usufruct rights), provision for bonuses for the Management Board, provision for repairs, and provision for part of potential claims arising in connection with land usufruct rights.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements by all the Group entities.
The consolidated financial statements of the Group include data of MLP Group S.A and its subsidiaries prepared as at the same reporting date.
Due to the fact that not all Group companies apply the same accounting policies as those applied by the Parent, appropriate restatement of the financial statements of such entities was made to ensure compliance with the accounting policies applied by the Parent in the preparation of these consolidated financial statements.
Subsidiaries are controlled by the Parent. The Parent controls an investee if and only if it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Financial statements of subsidiaries are consolidated from the date of assuming control over subsidiaries to the date on which such control ceases to exist.
In preparing the consolidated financial statements, the financial statements of the Parent and its subsidiaries are aggregated by adding individual items of assets, liabilities, equity, income and expenses. In order to ensure presentation in the consolidated financial statements of the Group as if it were a single business entity, the carrying amount of the Parent's investment in each of the subsidiaries is eliminated. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated during the preparation of the consolidated financial statements.
Transactions denominated in foreign currencies are initially recognised at the exchange rate of the functional currency as at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate of the functional currency effective for the reporting date. Non-monetary items measured at cost in a foreign currency are translated at the exchange rate effective as at the date of the initial transaction. Nonmonetary items measured at fair value in foreign currency are translated at the exchange rate effective as at the date of fair value measurement. As at the reporting date, monetary assets and liabilities denominated in currencies other than the Polish zloty are translated into the Polish zloty at the relevant exchange rate as at the reporting date; in this case the translation into PLN is made at the mid-rate for a given currency set by the National Bank of Poland. Currency translation differences are recognised in finance income or costs, as appropriate.
For the purpose of preparing consolidated financial statements in the presentation currency of PLN, individual items of the financial statements of foreign operations for which the functional currency is a currency other than PLN are translated as follows:
(i) assets and liabilities - at the closing rate announced for a given currency by the NBP,
(ii) income, expenses, profits and losses - at the exchange rate being the arithmetic mean of average exchange rates announced for a given currency by the National Bank of Poland on the last day of each month of in the reporting period. If there are significant fluctuations in the exchange rate during the period, income and expenses are translated at exchange rates prevailing on the transaction date.
Exchange differences on translation of financial statements of foreign operations are recognised in other comprehensive income for the period and cumulatively in equity.
Derivatives designated as hedging instruments whose fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item are recognised in accordance with fair value hedge accounting or cash flow hedge accounting.
The Group assesses the hedge effectiveness both at inception of the hedge and then at least at the end of each reporting period. Verification of the fulfilment of the conditions for the effectiveness of the relation is made on a prospective basis, based on qualitative analysis. If necessary, the Group uses quantitative analysis (linear regression) to confirm the existence of an economic relationship between the hedging instrument and the hedged item.
If the Group applies cash flow hedge accounting, then:
the portion of the gain or loss on the hedging instrument that is designated to be an effective hedge of the hedged risk is recognised in other comprehensive income;
the ineffective portion of the gain or loss on the hedging instrument is recognised in profit or loss. If cash flows from operating activities are hedged, the ineffective portion is recognised in other income/expenses, and where the hedging covers cash flows from financing activities – in finance income/costs,
capital gains or losses are reclassified to the statement of profit or loss, in the line item in which the hedged item is presented,
capital gains or losses are derecognised and the initial value of the hedged item is adjusted.
For fair value hedges (operating activities), changes in the fair value of the hedging instrument and the hedged item are recognised in profit or loss as other income/expenses.
If a hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or its designation is changed, the Group ceases to apply hedge accounting. Any accumulated gains or losses previously recognised in other comprehensive income until the planned transaction is completed and recognised are recognised as profit or loss for the current period.
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows selling financial assets; and
b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition, the Group classifies equity instruments, i.e. shares in other entities, as financial instruments measured at fair value through other comprehensive income.
Gains and losses on a financial asset which is an equity instrument for which the option to measure at fair value through other comprehensive income is applied are recognised in other comprehensive income, except for dividend income.
A financial asset is classified as measured at amortised cost when the following two conditions are met:
the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.
The Group's financial assets measured at amortised cost include cash and cash equivalents, loans, and trade and other receivables.
Loans are presented under the following items of the statement of financial position: non-current portion – in other long-term financial investments, and current portion – in short-term investments.
Cash and cash equivalents in the consolidated statement of financial position include cash in hand and bank deposits with initial maturities of up to three months. The balance of cash and cash equivalents disclosed in the consolidated statement of cash flows comprises the same cash and cash equivalent items, less all outstanding overdrafts which form an integral part of the Group's cash management system.
The Group uses the effective interest rate method to measure financial assets measured at amortised cost.
After initial recognition, trade receivables are measured at amortised cost using the effective interest rate method, less impairment losses, where trade receivables maturing in less than 12 months from the date of origination (i.e. not containing a financing element) are not discounted and are measured at nominal value.
The Group classifies trade payables, borrowings and bonds as liabilities measured at amortised cost.
Interest income is recognised in the period to which it relates using the effective interest rate method and disclosed under finance income (in the note as interest income) in the statement of profit or loss.
Current financial assets measured at fair value through profit or loss include assets acquired to obtain economic benefits from short-term price changes and assets that do not meet the criteria for measurement at amortised cost or at fair value through other comprehensive income. Current financial assets are initially recognised at cost and measured at fair value as at the reporting date. Fair value is determined through individual analysis based on discounted cash flows. The result of measurement is recognised in profit or loss.
Gains or losses on measurement of a financial asset classified as measured at fair value through profit or loss are recognised as finance income or costs, in profit or loss in the period in which they arise. Gains or losses on measurement of items measured at fair value through profit or loss also include interest income and dividend income.
The Group classifies as assets at fair value through profit or loss derivatives not designated for hedge accounting purposes and loans that do not meet the SPPI test (i.e. cash flows from these loans do not represent solely payments of principal and interest) because the frequency of interest rate changes does not match the interest calculation formula.
Liabilities under derivative instruments not designated for hedge accounting are classified by the Group as measured at fair value through profit or loss. After initial recognition, such liabilities are measured at fair value.
Gain or loss on fair value measurement of debt investments is recognised in profit or loss in the period in which they arise. These gains/losses on fair value measurement include interest received on financial instruments classified as measured at fair value.
Equity is recognised in the accounting books by categories, in accordance with the rules set forth in applicable laws and in the Parent's Articles of Association.
Share capital is disclosed at the amount specified in the Articles of Association and recorded in the court register. The Group's share capital is the share capital of MLP Group S.A.
Preference shares are classified as equity if they are non-redeemable, or are redeemable only at the Parent's option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity.
Preference shares are classified as a liability if they are redeemable on a specific date or at the request of a holder of the shares, or if the dividend payments are not discretionary.
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are presented as a separate item of equity, with a negative sign.
Statutory reserve funds are created from distribution of profits earned in previous years. Statutory reserve funds also include amounts transferred in accordance with the applicable laws.
Share premium is presented as a separate item of equity. Costs directly attributable to the issue of ordinary shares and share options reduce equity.
Cash flow hedge reserve includes an effective portion of the gain or loss on a financial instrument that meets the hedge accounting requirements.
Reserve capital comprises retained earnings from prior years.
This item includes undistributed profit (loss) from previous years.
Property, plant and equipment comprises items of property, plant and equipment, leasehold improvements, property, plant and equipment under construction, and property, plant and equipment adopted for use by the Group where the terms of the agreement transfer substantially all the potential benefits and risks and the assets are used for the Group's own needs, and their expected useful life exceeds one year.
Items of property, plant and equipment are recognised at cost, less depreciation charges and impairment losses. Items of property, plant and equipment which were remeasured to fair value as at 1 January 2006, i.e. the date of first-time application of EU IFRS by the Group, are measured at deemed cost equal to the fair value at the date of the remeasurement.
Acquisition cost includes purchase price of an item of property, plant and equipment and costs directly attributable to bringing the item to a condition necessary for it to be capable of operating, including expenses relating to transport, loading, unloading, and storage. Rebates, discounts and other similar concessions and returns reduce the cost of an asset. Cost of a self-constructed item of property, plant and equipment under construction comprises all costs incurred by the Group during its construction, installation and assembly, adaptation and improvement, as well as interest expense on borrowings taken out to finance the item of property, plant and equipment directly attributable to the production of the item of property, plant and equipment, until the date of its acceptance for use (or, if the item has not yet been commissioned for use, until the end of the reporting period). The cost also includes, where required, a preliminary estimate of costs of dismantling and removing the items of property, plant and equipment and restoring them to their original condition. Purchased software, necessary for the proper operation of related equipment, is capitalised as a part of this equipment.
If an item of property, plant and equipment consists of separate and significant parts with different economic useful lives, such components are treated as separate items of property, plant and equipment.
Subsequent expenditure on replacement of significant parts of property, plant and equipment is capitalised only when it can be measured reliably and it is probable that the Group will derive economic benefits from such replaced essential components of property, plant and equipment. Other expenditure is expensed in profit or loss as and when incurred.
Items of property, plant and equipment or their significant and separate parts are depreciated on a straight-line basis over the estimated useful life, allowing for the expected net selling price of an asset (residual value). Land is not depreciated. Depreciation is based on the cost of an item of property, plant and equipment, less its residual value, based on the adopted by the Group and periodically reviewed useful life of the item of property, plant and equipment. Property, plant and equipment are depreciated from the date when they are available for use until the earlier of: the day an item of property, plant and equipment is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully depreciated.
The Group has adopted the following useful lives for particular classes of property, plant and equipment:
| Buildings | 10–40 years |
|---|---|
| Plant and equipment | 3–16 years |
| Vehicles | 5–7 years |
| Furniture and fixtures | 1–5 years |
The Group reviews the useful economic lives, depreciation methods and residual values (unless insignificant) of property, plant and equipment on a periodic basis.
An intangible asset is an identifiable non-monetary asset without physical substance whose cost has been reliably measured which is expected to generate future economic benefits to the Group.
Intangible assets acquired by the Group are recognised at cost less amortisation charges and impairment losses.
Intangible assets are amortised on a straight-line basis over their estimated useful lives, unless such useful life is indefinite. Intangible assets are amortised from the date they are available for use Until the earlier of: the day an item of intangible assets is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully amortised.
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business or for use in operating activities. Investment property is initially recognised at cost, increased by transaction costs. Following initial recognition, investment property is carried at fair value, with gains or losses from changes in the fair value recognised in profit or loss in the period in which they arise.
The Company uses the revaluation model for all investment properties if the fair value can be reliably estimated.
Investment property is derecognised from the consolidated statement of financial position on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Any resulting gain or loss is recognised in profit or loss in the period in which the investment property was liquidated or sold.
As of 2022, due to a change in regulations, investment properties are not depreciated for tax purposes.
In accordance with IFRS 16, the Group recognises assets under usufruct rights to land at discounted amounts of liabilities. These assets are presented on the statement of financial position in the same line item as the underlying assets owned by the Company would be presented. The item includes usufruct rights related to investment property. Depreciation of right-of-use assets is recognised in the statement of profit or loss in the same line items as other expenses of this type.
Recognition of a lease requires making certain estimates, judgements and calculations that influence the measurement of finance lease liabilities and right-of-use assets. These include:
Investment property under construction is recognised as investment property.
Throughout the construction process the Group measures the investment property using the fair value method or the cost method. The cost method can be used in the following two cases:
Gains and losses arising from fair value measurement are recognised directly in profit or loss.
Lease contracts under which the Group assumes substantially all risks and benefits resulting from the ownership of property, plant and equipment are classified as finance lease contracts. Property, plant and equipment acquired under finance lease contracts are initially recognised at the lower of their fair value or present value of the minimum lease payments, less any depreciation charges and impairment losses.
Lease payments are apportioned between finance costs and the reduction of the remaining balance of liabilities using the effective interest rate method. The finance cost is recognized directly in profit or loss. If there is no reasonable probability that items of property, plant and equipment used under finance lease contracts will be acquired as at the end of the lease term, they are depreciated over the shorter of the lease term and the useful life. Otherwise, property, plant and equipment are depreciated over their useful lives.
The Group does not recognise assets or lease liabilities arising under leases previously classified as operating leases in accordance with IAS 17 Leases. The estimated present value of outstanding lease payments is low and relates only to the leases of company cars.
IFRS 9 establishes a new approach to estimating impairment of financial assets measured at amortised cost or fair value through other comprehensive income (except for investments in equity and contract assets). The impairment model is based on the calculation of expected losses, as opposed to the previous model under IAS 39 which was based on the concept of incurred losses.
At each reporting date, the Group measures expected credit losses of a financial instrument in a way that reflects:
a) an unbiased and probability-weighted amount of credit losses that is determined by evaluating a range of possible outcomes;
b) time value of money and
c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
Under IFRS 9, the Company is required to recognise a loss allowance for lifetime expected credit losses, and if at the reporting date the credit risk on a financial instrument has not increased significantly, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.
The Company applies a three-stage impairment model with respect to financial assets other than trade receivables:
• Stage 1 – financial instruments on which the credit risk has not increased significantly since initial recognition. Expected credit losses are determined based on the probability of default occurring within the next 12 months (i.e. total expected credit losses are multiplied by the probability of default occurring in the next 12 months);
To the extent that the Company is required under the above model to make an assessment as to whether there has been a significant increase in credit risk, such assessment is made taking into account the following factors:
With respect to short-term receivables, the Company has performed an analysis of the effect of expected losses using the simplified method, which is permitted to be used under IFRS 9 to estimate the effect of expected credit losses with respect to short-term trade receivables.
Changes in impairment losses are recognised in the statement of profit or loss and recognised as other expenses or finance costs, as appropriate, depending on the type of receivables for which an impairment loss is recognised.
Carrying amounts of non-financial assets other than biological assets, investment property, inventories and deferred tax assets are tested for impairment as at each reporting date. If any indication of impairment exist, the Group estimates the recoverable amount of particular assets. The recoverable amount of goodwill, intangible assets with infinite lives and intangible assets which are not yet fit for use is estimated at the end of each reporting period.
An impairment loss is recognised when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognised in profit or loss. Impairment of a cash-generating unit is first recognised as impairment of goodwill allocated to that unit (group of units), and subsequently as impairment of carrying amount of other assets of that unit (group of units) on pro-rata basis.
The recoverable amount of an asset or a cash-generating unit is the higher of an asset's fair value less costs to sell and its value in use. In assessing value in use, projected cash flows are discounted at a pre-tax rate which reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate independent cash flows, value in use is estimated for the smallest identifiable cash generating units to which those assets are allocated.
Goodwill impairment losses are not reversed. For other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indication that impairment loss has decreased or no longer exists. Impairment losses are reversed if the estimates applied to the assessment of the recoverable amount have changed. An impairment loss is reversed only up to the carrying amount of an asset, less depreciation/amortisation charges that would have been made if the impairment loss had not been recognised.
Under current regulations all the Group companies have an obligation to withhold and pay social security contributions for their employees. Under IAS 19, these benefits constitute a state plan and are a defined contribution plan. Accordingly, the Group companies' obligations for each period are estimated based on the amounts to be contributed for a given year.
The Group companies, as part of their assets, present 'Assets from ongoing construction contracts', representing uninvoiced amounts of revenue recognised according to the stage of completion of the service, in line with the principles described in the revenue recognition policy.
Trade receivables and other receivables representing financial assets are initially measured at fair value. Receivables that satisfy the SPPI test and are held for collection are measured at amortised cost including impairment losses calculated using the expected loss model. For short-term receivables, the fair value and amortized cost measurements are not materially different from the nominal amount.
For short-term trade receivables without a significant financing component, the Group applies the simplified approach required under IFRS 9 and measures impairment losses in the amount of credit losses expected over the entire lifetime of the receivable from initial recognition. The Group uses the provision matrix to calculate impairment losses on trade receivables classified in different age groups or delinquency periods. For the purpose of determining expected credit losses, trade receivables were grouped based on similarity of credit risk characteristics (one group of B2B receivables was identified).
To determine the overall default rate, an analysis of collectability of receivables for the last five years is carried out. Default rates are calculated for the following time past due ranges: current (not past due), past due up to 1 month, past due from 1 month to 3 months, past due from 3 months to 6 months, past due from 6 months to 1 year, past due over 1 year. To determine the default rate for a given period, the amount of written off trade receivables is compared with the amount of outstanding receivables.
Impairment losses are calculated taking into account default rates adjusted for the effect of future factors and the amount of receivables outstanding at the reporting date for each period.
The Group concluded that it has homogeneous groups of receivables from institutional customers.
For receivables other than trade receivables, the Group applies a three-stage impairment model.
Impairment losses on receivables are charged to other expenses or finance costs, depending on the nature of the receivables. The amount of an impairment loss on receivables is determined in accordance with local legal regulations and taking into account specific provisions of contracts.
Cash in bank accounts meets the SPPI test and the 'held for collection' business model test and is therefore measured at amortised cost with an impairment charge determined in accordance with the expected loss model.
Cash disclosed in the statement of cash flows comprises cash in hand and bank deposits maturing within three months which that have not been treated as investment activity.
Provisions are recognised when the Group has a liability resulting from a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are estimated by discounting expected future cash flows at a pre-tax rate which reflects current market estimates of changes in the time value of money and the risks associated with a given item of liabilities.
As at the reporting date, provisions are reviewed and appropriate adjustments are made, if necessary, to reflect the current most reliable estimate of their amount. Changes in provisions are charged directly to the appropriate cost item for which the provision was recognised.
Initially, bank and non-bank borrowings are recognised at cost equal to the fair value of the instrument. In subsequent periods, borrowings are measured at amortised cost, using the effective interest rate method, which includes the cost of obtaining the borrowing as well as discounts or premiums obtained in settlement of liabilities.
Amortised cost includes the cost of obtaining the funding as well as any discounts or premiums obtained in connection with the liability. Any gains or losses are taken to profit or loss when the liability is derecognised or accounted for using the effective interest rate method.
If contract terms of a financial liability are modified in way that does not result in derecognition of the existing liability, the gain or loss is immediately recognised in profit or loss. Profit or loss is calculated as the difference between the present value of modified and original cash flows, discounted using the original effective interest rate of the liability.
Liabilities represent the Group's current obligation arising from past events, where the resolution of such obligation will lead to an outflow of resources embodying economic benefits from the Group.
Current liabilities include liabilities which are payable within 12 months from the end of the reporting period. Current liabilities include in particular: trade payables, salaries, taxes, customs duties, insurance and other benefits.
Trade payables are recognised at nominal value. Interest, if any, is recognised when notes are received from suppliers.
Non-financial liabilities are measured at amounts receivable.
Revenue from rendering of services is recognised in profit or loss in proportion to the stage of completion of the construction services provided at the end of the reporting period. The stage of completion is determined by reference to the amount of costs incurred. The outcome of the transaction is considered reliable if all of the following conditions are met: the revenue amount can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group, the degree of completion of the transaction as at the end of the reporting period can be reliably measured, and the costs incurred in connection with the transaction, as well as the costs of completion of the transaction may be measured reliably.
Revenue is recognised on the basis of the inputs incurred in meeting the performance obligation relative to the total expected inputs to the satisfaction of the performance obligation. When (or as) a performance obligation is satisfied, the Group recognises as revenue the amount of the transaction price that is allocated to that performance obligation.
Rental income from investment property is excluded from the scope of IFRS 15 and is recognised in profit or loss on a straight-line basis over the term of the contract. Incentives offered to enter into a lease contract are recognised together with rental income.
Minimum lease payments made under finance leases are apportioned between finance expense and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent payments are accounted for by adjusting the minimum lease payments over the remaining term of the lease, when the lease adjustment is confirmed.
This method of settlement applies to the lease of business cars for which the estimated present value of the lease payments outstanding is low and for which the company waived the recognition of assets and liabilities following the application of IFRS 16 Leases.
Finance income comprises interest income on funds invested by the Group, dividend income, gains on the disposal of available-for-sale financial assets, fair value gains on financial assets at fair value through profit or loss, foreign exchange gains, and such gains on hedging instruments that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues, using the effective interest rate method. Dividend income is recognised in profit or loss when the Group acquires the right to receive the dividend.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, dividends on preference shares classified as liabilities, foreign exchange losses, fair value losses on financial instruments through profit or loss, impairment losses on financial assets, and gains and losses on hedging instruments recognised in profit or loss. Interest expense is recognised using the effective interest rate method.
The calculation of current income tax is based on the tax profit for a given period determined in accordance with the applicable tax laws.
Income tax disclosed in profit or loss comprises current and deferred tax. Income tax is recognised in profit or loss, except for items that are settled directly with other comprehensive income, in which case it is recognised in other comprehensive income.
Current tax is the tax payable on the taxable income or loss for the year, using tax rates enacted as at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is determined using the balance-sheet liability method, based on temporary differences between the carrying amounts of assets and liabilities as determined for accounting purposes and the amounts used for tax purposes. Deferred tax liability is not recognised for the following temporary differences: goodwill whose amortisation is not treated as tax-deductible cost, initial recognition of assets or liabilities that do not affect accounting profit or taxable income, and differences associated with investments in subsidiaries to the extent it is not probable that they will be realised in the foreseeable future. The measurement of deferred tax reflects the expectations as to the manner in which the carrying amount of assets and liabilities is to be realised, using tax rates enacted or substantively enacted at the end of the reporting period.
Deferred tax assets are recognised only to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.
Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax laws enacted by the reporting date.
Income tax on dividend is recognised when the obligation to pay such dividend arises.
The Group presents basic and diluted earnings per share for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to holders of ordinary shares by the weighted average number of ordinary shares in the period. Diluted earnings per share is calculated taking into account the profit attributable to holders of ordinary shares, the average number of ordinary shares, including notes or bonds convertible into shares, and options for shares granted to employees.
An operating segment is a separate part of the Group which is engaged in providing certain products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is exposed to other risks and derives other benefits than the other segments. The primary and sole business activity of the Group is construction and management of logistics space. The Group's revenue is derived from renting of own property and from property revaluation. The Group conducts operations in Poland, Germany, Romania and Austria.
The financial data prepared for management reporting purposes is based on the same accounting principles as those applied in the preparation of consolidated financial statements.
The Group is exposed to the following risks arising from the financial instruments:
The notes provide information on the Group's exposure to a given risk, the objectives, policies and procedures adopted by the Group to manage that risk and the way in which the Group manages its capital.
The Management Board has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor the risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Using such tools as training, management standards and procedures, the Group seeks to build an environment in which all employees understand their respective roles and responsibilities.
In addition, the implementation of the concept of a low-carbon economy and the achievement of global targets for reducing the impact of climate change require consideration of sustainability risks in addition to financial risks. These issues are described in Section 1.2 of the Management Bord's Report on the activities of the MLP S.A. Group for the 12-months ended December 31, 2022.
Credit risk is the risk of financial loss to the Group if a trading partner or counterparty to a transaction fails to meet its contractual obligations. Credit risk arises principally from the Group's receivables from customers, loans and cash and cash equivalents.
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Structure of the customer base, including the default risk of the industry in which the customers operate, have less significant effect on credit risk.
There are no significant concentrations of credit risk with respect to the Group's customers. The Group manages the risk by demanding that customers provide bank guarantees to secure rental payments. In some cases, tenants also provide security deposits.
In only few cases has the Group incurred losses as a result of a customer's failure to pay.
The Group's credit risk from loans relates mainly to receivables from related parties. At the moment there are no indicators that related parties will not be able to repay the loans.
Liquidity risk is the risk that the Group will not be able to pay its financial liabilities when they become due.
The Group's approach to managing liquidity is to ensure that it will have sufficient liquidity to repay its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
Cash and cash equivalents are maintained at a level sufficient to cover operating expenses. This excludes the potential impact of extreme circumstances that cannot be predicted, such as natural disasters.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates or prices of securities, affect the value of the Group's financial instruments or its future performance.
The objective of market risk management is to manage and control market risk exposures within acceptable limits, while optimising the rate of return.
Currency risk arises in connection with sale, purchase, credit and loan transactions which are denominated in currencies (chiefly the euro) other than the functional currency of the Group companies.
The Group contracts bank borrowings denominated in the euro, while construction works are invoiced in the złoty. Therefore, in the period between the launch of a credit line and its full utilisation, the Group is exposed to the risk of appreciation of the Polish currency against the euro. A significant change in the relative strength the złoty against the euro means that the credit lines provided by the bank at start of project execution may prove insufficient to finance the total cost of construction of a logistics park.
The Group uses natural hedging as its main financing and operating cash flows are denominated in the same currency, i.e. both bank borrowings and lease contracts are denominated in the euro.
The Group holds available cash in PLN, EUR, RON and USD in proportion which allows achieving an effect of natural hedging.
The main objective of the interest rate risk management is to protect the Company from variable market conditions and to enable precise planning of costs in individual periods. Accordingly, the effect of hedging activities should be recognised in a manner that does not affect profit or loss as hedging effects are not of operating nature.
A way to satisfy the above condition, i.e. to precisely define the level of interest expense, is to conclude an interest rate swap contract with a bank. To mitigate interest rate risk, the Group entered into a number variable-to-fixed interest rate swap contracts with banks. The purpose is to hedge interest cash flows exposed to interest rate risk. The hedging contracts cover the reference rate 1M EURIBOR and 3M EURIBOR. Bank margins are not covered by the hedging arrangements. At MLP Pruszków I Sp. z o.o., MLP Pruszków II Sp. z o.o., MLP Czeladź Sp. z o.o., MLP Poznań II Sp. z o.o., MLP Pruszków IV Sp. z o.o., MLP Lublin Sp. z o.o., MLP Pruszków III Sp. z o.o., MLP Teresin Sp. z o.o., MLP Gliwice Sp. z o.o., MLP Wrocław Sp. z o.o., MLP Pruszków V Sp. z o.o., MLP Poznań West II Sp. z o.o. and MLP Poznań Sp. z o.o., future interest payments under on variable-rate facilities are effectively converted into interest payments calculated according to the relevant swap contract schedules. The companies receive from the banks amounts equivalent to the product of the reference rate and the facility amount equal to the amount which the companies would pay if a floating rate was applied.
The purpose is to hedge interest cash flows exposed to interest rate risk.
Capital corresponds to the equity presented in the consolidated statement of financial position.
The Management Board seeks to secure a strong capital structure to maintain the trust and confidence of investors, lenders and the broad market, and to maintain the Group's further growth.
The Management Board monitors return on capital, defined as operating profit divided by equity, excluding nonredeemable preferred shares and non-controlling interests. The Management Board also monitors the level of dividends to ordinary shareholders.
There were no changes in the Group's approach to capital management during the reporting period.
Neither the Parent nor any of its subsidiaries is subject to external capital requirements.
The primary and sole business activity of the Group is construction and management of logistics space. The Group's revenue is derived from renting of own property and from property revaluation.
The Group operates in Poland, and abroad: since April 2017 in Germany, since October 2017 in Romania, and since October 2020 in Austria. Locations of the Group's assets coincide with the location of its customers. Operating segments are the same as the Group's geographical segments.
As at 31 December 2022 and in the reporting period then ended the Group had four geographical segments – Poland, Germany, Romania and Austria.
| for the year ended 31 December | 2022 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Revenue | ||||||
| Revenue from external customers | 253,588 | 19,321 | 5,891 | 273 | - | 279,073 |
| Gain/(loss) on revaluation of investment property |
394,135 | 67,308 | 8,326 | (14,204) | - | 455,565 |
| Total segment revenue | 647,723 | 86,629 | 14,217 | (13,931) | - | 734,638 |
| Segment's operating profit/(loss) | 527,720 | 73,917 | 11,120 | (14,764) | - | 597,993 |
| Segment's other income/(expense) | (6,718) | (1,031) | (5) | (23) | - | (7,777) |
| Profit/(loss) before tax and net finance costs | 521,002 | 72,886 | 11,115 | (14,787) | - | 590,216 |
| Net finance income/(costs) | (38,016) | (11,550) | (861) | (1) | (10,696) | (61,124) |
| Profit/(loss) before tax | 482,986 | 61,336 | 10,254 | (14,788) | (10,696) | 529,092 |
| Income tax | (96,051) | (12,532) | (1,642) | 3,523 | - | (106,702) |
| Net profit/(loss) | 386,935 | 48,804 | 8,612 | (11,265) | (10,696) | 422,390 |
| for the year ended 31 December | 2021 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Revenue | ||||||
| Revenue from external customers | 195,391 | 3,186 | 4,630 | 252 | (2,871) | 200,588 |
| Gain/(loss) on revaluation of investment property |
410,613 | 99,147 | (7,528) | 34,041 | 4,050 | 540,323 |
| Total segment revenue | 606,004 | 102,333 | (2,898) | 34,293 | 1,179 | 740,911 |
| Segment's operating profit/(loss) | 505,501 | 97,256 | (5,467) | 33,809 | 1,481 | 632,580 |
| Segment's other income/(expense) | (618) | 303 | (11) | - | - | (326) |
| Profit/(loss) before tax and net finance costs | 504,883 | 97,559 | (5,478) | 33,809 | 1,481 | 632,254 |
| Net finance income/(costs) | (22,837) | (4,708) | (1,174) | (2,599) | (1,481) | (32,799) |
| Profit/(loss) before tax | 482,046 | 92,851 | (6,652) | 31,210 | - | 599,455 |
| Income tax | (91,364) | (20,029) | 920 | (8,512) | - | (118,985) |
| Net profit/(loss) | 390,682 | 72,822 | (5,732) | 22,698 | - | 480,470 |
| as at 31 December | 2022 | |||||
|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | |
| Assets and liabilities | ||||||
| Segment's assets | 4,486,777 | 654,498 | 84,611 | 102,594 | (338,342) | 4,990,138 |
| Total assets | 4,486,777 | 654,498 | 84,611 | 102,594 | (338,342) | 4,990,138 |
| Segment's liabilities | 2,178,958 | 478,970 | 71,020 | 90,688 | (327,449) | 2,492,187 |
| Equity | 2,307,819 | 175,528 | 13,590 | 11,907 | (10,893) | 2,497,951 |
| Total equity and liabilities | 4,486,777 | 654,498 | 84,610 | 102,595 | (338,342) | 4,990,138 |
| Expenditure on properties | 459,552 | 96,590 | 1,531 | 10,927 | - | 568,600 |
| as at 31 December | 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Poland | Germany | Romania | Austria | Intersegment eliminations |
Total | ||
| Assets and liabilities | |||||||
| Segment's assets | 3,489,672 | 494,034 | 72,478 | 103,458 | (374,088) | 3,785,554 | |
| Total assets | 3,489,672 | 494,034 | 72,478 | 103,458 | (374,088) | 3,785,554 | |
| Segment's liabilities | 1,816,854 | 369,773 | 67,566 | 80,731 | (373,891) | 1,961,033 | |
| Equity | 1,672,818 | 124,261 | 4,912 | 22,727 | (197) | 1,824,521 | |
| Total equity and liabilities | 3,489,672 | 494,034 | 72,478 | 103,458 | (374,088) | 3,785,554 | |
| Expenditure on properties | 243,445 | 213,867 | 4,284 | 62,917 | - | 524,513 |
Intersegment eliminations concern intra-Group loans advanced by the Group's Polish companies to the companies in Germany, Romania and Austria, as well as intra-Group services.
| for the year ended 31 December | 2022 | 2021 |
|---|---|---|
| Rental income | 204,776 | 154,403 |
| Other revenue | 74,297 | 44,305 |
| Revenue from development contract concluded by MLP Group S.A. 1) | - | 1,880 |
| Total revenue | 279,073 | 200,588 |
| for the year ended 31 December | 2022 | 2021 |
| Rental income from investment property | 152,886 | 116,832 |
| Recharge of service charges | 51,890 | 37,571 |
| Rental income | 204,776 | 154,403 |
| for the year ended 31 December | 2022 | 2021 |
| Recharge of utility costs | 71,338 | 41,632 |
| Rental income from residential units | 61 | 77 |
| Services provided to tenants | 2,099 | 1,837 |
| Other revenue | 799 | 759 |
Other revenue 74,297 44,305
In 2022, revenue was PLN 279,073 thousand, representing a year-on-year increase of 39%. Rental income from investment properties, of PLN 204,776 thousand, was the main source of the Group's revenue. This revenue stream includes: (i) rental income from the lease of investment property, and (ii) income from recharged operating expenses. The total increase in rental income was 33% and included increase in rental income of 31% and the increase in income from recharged operating expenses of 38%. The increase in rental income was mainly due to the delivery of space under lease contracts and extension of lease contracts for a total of approximately 235 thousand m2 . The increase was also a result of the indexation of rents. The increase in revenue from recharging operating expenses was linked to the increase in property maintenance costs.
1)MLP Group S.A. signed a property development contract with Westinvest Gesellschaft fur Investment fonds mbH, under which in 2020–2021 a warehouse was constructed on third-party land in Tychy. In 2021, the Company recognised revenue from the contract of PLN 1,880 thousand, calculated based on the percentage of completion of the work.
In accordance with the type of contract criterion (IFRS 15), revenue derived from the development contract 2021 is revenue a from fixed-price contract, of PLN 1,880 thousand. The asset was recognised in the Polish segment and was accounted for in 2021.
| for the year ended 31 December | 2022 | 2021 |
|---|---|---|
| Reimbursement of court fees | - | 87 |
| Reversal of impairment losses on receivables | 9 | 5 |
| Contractual penalties received | 1,789 | 504 |
| Other | 713 | 1,241 |
| Gain on disposal of non-financial non-current assets | 15 | 23 |
| Reversal of provision for future costs | 515 | 600 |
| Other income | 3,041 | 2,460 |
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Loss on disposal of non-financial non-current assets | (151) | - | |
| Court fees | - | (23) | |
| Costs of donations | (19) | (18) | |
| Provision for usufruct charge (PWUG provision) | (6,905) | - | |
| Costs covered by insurance policies | (225) | (807) | |
| Other | (1,856) | (1,415) | |
| Investment site acquisition costs | (1,169) | (3) | |
| Written-off statute-barred receivables | (225) | - | |
| Damages and contractual penalties | (268) | (520) | |
| Other expenses | (10,818) | (2,786) |
The increase in other expenses was mainly attributable to:
a provision of PLN 6,905 thousand to adjust the perpetual usufruct fees for 2013-2021 by the companies involved in the court cases described in Note 28.3,
recognition of a provision of PLN 1,688 thousand (presented above in the item 'Other') for contribution to the Fund created under the Act of 27 October 2022 on emergency measures to limit the amount of electricity prices and support certain consumers in 2023.
The above provisions are estimates made by the Management Board in accordance with the principle of prudent valuation principle.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Depreciation and amortisation | (425) | (152) | |
| Materials and consumables used | (53,060) | (38,241) | |
| Services | (41,211) | (32,161) | |
| Taxes and charges | (30,765) | (24,415) | |
| Wages and salaries | (7,744) | (11,026) | |
| Social security and other employee benefits | (1,586) | (1,033) | |
| Other expenses by nature | (1,854) | (1,303) | |
| Distribution costs and administrative expenses | (136,645) | (108,331) |
In 2022, the distribution costs and administrative expenses amounted to PLN 136,645 thousand, representing a yearon-year increase of 26%. These costs include (i) costs of consumables and energy used, (ii) services, (iii) taxes and charges. The costs of consumables and energy used include the cost of utilities that are recharged to tenants. The main components of taxes and charges are property tax and usufruct charges, which are also recharged to tenants. The item also include the usufruct provision (Note 28.3). Services include two cost groups: (i) property maintenance services, recharged to tenants, (ii) and services recognised as part of administrative expenses.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Interest on loans | 584 | 246 | |
| Interest received on cash flow hedging instruments | 45 | - | |
| Interest on bank deposits | 30 | - | |
| Net exchange differences | - | 2,246 | |
| Other interest | 2 | - | |
| Interest on receivables | 9 | 36 | |
| Revenue from investment fund units | 65 | 555 | |
| Other finance income | 20 | 37 | |
| Total finance income | 755 | 3,120 |
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Interest on borrowings | (27,118) | (14,544) | |
| Other interest | (838) | (84) | |
| Interest paid on swap contracts | (1,141) | (7,889) | |
| Net interest on cash flow hedge | - | 42 | |
| Net exchange differences | (17,569) | - | |
| Interest on bonds | (11,145) | (8,849) | |
| Other finance costs | (1,838) | (702) | |
| Debt service costs | (2,230) | (3,893) | |
| Total finance costs | (61,879) | (35,919) |
Exchange differences are mainly attributable to the effect of measurement of liabilities under EUR-denominated borrowings at the end of the reporting period. In the period from 31 December 2021 to 31 December 2022, the Polish currency depreciated by PLN 0.0905, or 1.93%. The depreciation of the złoty against the euro resulted in foreign exchange losses of PLN 17,569 thousand, which affected the Group's net finance income/(costs).
In accordance with Polish laws, in 2022 and 2021, consolidated entities calculated their corporate income tax liabilities at 9% or 19% of taxable income. The lower tax rate was applicable to small taxpayers.
In 2022 and 2021, the following tax rates were applied by the Group's foreign operations to calculate current income tax liabilities: in Germany: 15.825%, in Romania: 16%, and in Austria: 25%.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Current income tax | 15,856 | 6,022 | |
| Temporary differences/reversal of temporary differences | 90,846 | 112,963 | |
| Income tax | 106,702 | 118,985 |
Effective tax rate
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Profit before tax | 529,092 | 599,455 | |
| Tax at the applicable tax rate (19%) | (100,527) | (113,896) | |
| Excess of commercial property tax over income tax | (470) | - | |
| Difference due to different rate of tax paid by the Austrian company | 34 | 170 | |
| Difference due to 9% rate of tax rate paid by companies qualifying as small taxpayers | 688 | 1,734 | |
| Non-taxable income | 145 | 48 | |
| Difference due to different rates of tax paid by the German and Romanian companies | (280) | (872) | |
| Unrecognised asset for tax loss | (979) | (5,327) | |
| Write off of unused deferred tax asset for tax loss | (62) | (111) | |
| Expenses not deductible for tax purposes | (5,251) | (731) | |
| Income tax | (106,702) | (118,985) |
Tax laws relating to value added tax, corporate and personal income tax, and social security contributions are frequently amended. Therefore, it is often the case that no reference can be made to established regulations or legal precedents. The laws tend to be unclear, thus leading to differences in opinions as to legal interpretation of fiscal regulations, both between different state authorities and between state authorities and businesses. Tax and other settlements (customs duties or foreign exchange settlements) may be inspected by authorities empowered to impose significant penalties, and any additional amounts assessed following an inspection must be paid with interest. Consequently, tax risk in Poland is higher than in countries with more mature tax systems.
Tax settlements may be subject to inspection over a period of five years following the end of the following tax year. As a result, the amounts disclosed in the financial statements may change at a later date, once their final amount is determined by the tax authorities.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Gross amount at beginning of period | 3,394,504 | 2,330,899 | |
| Expenditure on properties | 568,600 | 524,513 | |
| Exchange differences on translating foreign operations | 14,306 | (1,231) | |
| Change in fair value | 455,565 | 540,323 | |
| Gross amount at end of period | 4,432,975 | 3,394,504 |
Investment property includes warehouses and land for development. Rental income from lease of warehouse space is the key source of the Group's revenue. Investment property as at 31 December 2022 included a perpetual usufruct asset measured at PLN 42,280 thousand.
| As at 1 January 2022 | Increase | Decrease (depreciation) | As at 31 December 2022 |
|---|---|---|---|
| 42,915 | - | (635) | 42,280 |
From 31 December 2021 to 31 December 2022, the value of investment property increased by EUR 207,480 thousand, bringing the total value to EUR 936,209 thousand.
The increase in investment property valuations, of PLN 1,038,471 thousand, was attributed to:
increase in valuation of the existing property portfolio of PLN 973,170 thousand,
increase in valuation related to the change in the EUR/PLN exchange rate of PLN 65,948 thousand.
As of the end of 2022, yield rates were decompressed across the entire property portfolio, resulting for the year. The increase in yield rates was largely offset by an increase in the estimated rental value (ERV), by 15% for the entire portfolio relative to the end of 2021.
The value of investment property was also impacted by the depreciation of the Polish currency against the euro, which amounted to PLN 0.0905 relative to the EUR/PLN exchange rate as of 31 December 2021, contributing PLN 65,948 thousand to the fair value of the investment property as of 31 December 2022, including PLN 51,642 thousand in the Polish portfolio and PLN 14,306 thousand in the foreign portfolio.
The Group is a party to litigation concerning revision of the perpetual usufruct charges for some of the land of MLP Pruszków I, MLP Pruszków II and MLP Pruszków III. As at the date of issue of this report, the Management Board of MLP Group S.A. was not able to estimate the amount of the charge. The amount determined by the court may affect the carrying amount of investment property and finance lease liabilities.
| Gross amount at end of period | 4,432,975 | 3,394,504 | |
|---|---|---|---|
| Expenditure on properties not included in the valuation |
- | - | |
| Fair value of properties | 81,190 | 69,986 | |
| Romania | 81,190 | 69,986 | |
| Expenditure on properties not included in the valuation |
- | - | |
| Fair value of properties | 101,771 | 103,026 | |
| Austria | 101,771 | 103,026 | |
| Expenditure on properties not included in the valuation |
9 | 30,642 | |
| Fair value of properties | 630,230 | 424,755 | |
| Germany | 630,239 | 455,397 | |
| Expenditure on properties not included in the valuation |
112 | ||
| Perpetual usufruct | 42,280 | 42,915 | |
| Fair value of properties | 3,577,495 | 2,723,068 | |
| Poland | 3,619,775 | 2,766,095 | |
| as at 31 December | 2022 | 2021 | |
| Investment property by country | |||
The fair value of investment property was calculated based on expert reports issued by independent expert appraisers, with recognised professional qualifications and with experience in investment property valuation (based on inputs that are not directly observable – Level 3).
Property valuations have been prepared in accordance with the Royal Institution of Chartered Surveyors (RICS) Standards. They comply with the International Valuation Standards (IVS) as published by the International Valuation Standards Committee (IVSC).
The layer (or hardcore) method was applied to the valuation of buildings. In this method, rental income that is considered sustainable (i.e. all passing rent that is at or below market rent levels) is capitalised at an appropriate yield, with any 'top slice' or 'froth' rent, i.e. rental income from over-rented units, capitalised at a separate yield until expiry of the lease. This enables assigning a separate risk profile to the "riskier" over-rented component of the property, as appropriate. The yields applied take into account the terms of rent increases, vacancy risk, and expenses.
The valuations take into account, where relevant, the type of tenants currently occupying the property or responsible for fulfilling lease obligations, as well as the market's general perception of their creditworthiness. The valuations also consider the allocation of maintenance and insurance responsibilities between the lessor and lessee, as well as the remaining economic life of the property. In accordance with the hardcore valuation method, the fair value of the property is higher when the rent rate is higher and the yield is lower.
The residual method of property valuation is applied to valuing investment properties under development. In this method, the value of a property is estimated based on its developed value (i.e. on completion of the development project) using the income/market approach taking into account the development budget, including the developer's profit. Development costs include total construction costs, including fit-out costs, professional fees, financing costs and the developer's profit. In accordance with the valuation method, the higher the rent rate is, the higher the fair value of the property; the lower the yield rate – the higher the fair value of the property is, and the higher the estimated construction costs – the lower the fair value of the property.
Land is valued using the market approach, which involves determining the likely value of a given plot of land by referencing to recent land sale transactions.
The market approach consists in estimating the value of properties (i.e. undeveloped land in this case) by comparing them with identical or similar undeveloped properties for which information on their prices is available.
To arrive at an accurate estimate of the property's value, the appraiser may apply price adjustments as necessary. In accordance with the market approach, the higher the price per square metre, the higher the fair value.
The Group measures the fair value of its property portfolio twice a year, i.e., as at 30 June and 31 December, unless changes occur which require remeasurement. The fair value of properties, which is expressed in the euro in valuation reports, is translated at the mid rates quoted by the National Bank of Poland at the end of the reporting period.
The valuation method did not change relative to previous periods.
In the year ended 31 December 2022, there were no transfers between the levels.
| as at | 31 December 2022 | ||
|---|---|---|---|
| Reversionary Yield | |||
| mean | minimum | maximum | |
| Poland | 6.84% | 5.83% | 8.91% |
| Germany | 4.50% | 4.43% | 4.46% |
| Austria | n/a | n/a | n/a |
| Romania | 7.78% | 7.78% | 7.78% |
The project located in Austria is currently in the process of obtaining a building permit. Therefore, the land owned is being valued using the comparative method.
| Average market rental value (ERV) per m2 | ||||
|---|---|---|---|---|
| average for warehouse and office space |
warehouse space | office space | ||
| Poland | EUR 4.30 | EUR 3.90 | EUR 11.00 | |
| Germany | EUR 5.67 | EUR 5.20 | EUR 9.10 | |
| Austria | n/a | n/a | n/a | |
| Romania | EUR 3.53 | EUR 3.50 | EUR 7.00 | |
| As at 31 December 2021 | ||||
| Reversionary Yield | ||||
| mean | minimum | maximum | ||
| Poland | 6.44% | 5.67% | 7.64% | |
| Germany | 4.30% | 4.00% | 4.42% | |
| Austria | n/a | n/a | n/a |
Romania 8.24% 8.24% 8.24%
The project located in Austria is currently in the process of obtaining a building permit. Therefore, the land owned is being valued using the comparative method.
| Average market rental value (ERV) per m2 | |||
|---|---|---|---|
| average for warehouse and office space |
warehouse space | office space | |
| Poland | EUR 3.68 | EUR 3.30 | EUR 9.00 |
| Germany | EUR 4.90 | EUR 4.60 | EUR 8.70 |
| Austria | n/a | n/a | n/a |
| Romania | EUR 3.29 | EUR 3.25 | EUR 7.50 |
The land reserve is valued using the comparative method. The used average rates per square meter of land by geographic segment are as follows:
| Deferred tax assets | Deferred tax liabilities | Net amount | ||||||
|---|---|---|---|---|---|---|---|---|
| as at 31 December | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||
| Investment property | - | - | 408,332 | 310,697 | 408,332 | 310,697 | ||
| Borrowings and loans | 8,282 | 6,535 | - | - | (8,282) | (6,535) | ||
| Derivatives | - | 950 | 14,643 | - | 14,643 | (950) | ||
| Other | 13,869 | 6,646 | - | - | (13,869) | (6,646) | ||
| Tax losses deductible in future periods | 3,823 | 6,231 | - | - | (3,823) | (6,231) | ||
| Interest on bonds | 1 | 482 | - | - | (1) | (482) | ||
| Deferred tax assets / liabilities | 25,975 | 20,844 | 422,975 | 310,697 | 397,000 | 289,853 |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Including: | |||
| Deferred tax asset | (3,567) | (4,327) | |
| Deferred tax liability | 400,567 | 290,180 | |
| 397,000 | 289,853 |
1) Deferred tax on investment property is fully long-term, therefore at least 97% of the net deferred tax shown above is long-term.
Based on the tax budgets prepared by the Group, the Management Board considers it justified to recognise a deferred tax asset on tax loss in the amount disclosed in the statement of financial position.
| 1 January 2021 |
changes recognised in profit or loss |
changes recognised in other comprehensive income |
currency translation differences |
31 December 2021 |
|
|---|---|---|---|---|---|
| Investment property | 194,100 | 116,552 | - | 45 | 310,697 |
| Borrowings and loans | (11,276) | 4,741 | - | - | (6,535) |
| Derivatives | (2,987) | - | 2,037 | - | (950) |
| Other | (1,713) | (4,918) | - | (15) | (6,646) |
| Tax losses deductible in future periods | (3,848) | (3,389) | - | - | (6,231) |
| Interest on bonds | (459) | (23) | - | - | (482) |
| 174,923 | 112,963 | 2,037 | 30 | 289,853 |
| 1 January 2022 |
changes recognised in profit or loss |
changes recognised in other comprehensive income |
currency translation differences |
31 December 2022 |
|
|---|---|---|---|---|---|
| Investment property | 310,697 | 96,840 | - | 795 | 408,332 |
| Borrowings and loans | (6,535) | (1,747) | - | - | (8,282) |
| Derivatives | (950) | 90 | 15,503 | - | 14,643 |
| Other | (6,646) | (7,226) | - | 3 | (13,869) |
| Tax losses deductible in future periods | (6,231) | 2,408 | - | - | (3,823) |
| Interest on bonds | (482) | 481 | - | - | (1) |
| 289,853 | 90,846 | 15,503 | 798 | 397,000 |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Receivables from measurement of Swap transactions | 76,615 | - | |
| Other long-term investments | 34,632 | 33,315 | |
| Long-term loans to related entities | 16,626 | 20,572 | |
| Other long-term investments | 127,873 | 53,887 | |
| Money fund units | - | 71,380 | |
| Short-term investments | - | 71,380 | |
| Restricted cash | 7,058 | 3,501 | |
| Other short-term investments | 7,058 | 3,501 |
Other long-term investments comprised non-current portion of restricted cash of PLN 34,632 thousand, including: (i) cash of PLN 19,763 thousand set aside pursuant to the terms of credit facility agreements to secure payment of principal and interest, (ii) PLN 8,072 thousand, a deposit created from a security deposit retained from a tenant, (iii) cash of PLN 214 thousand set aside on the CAPEX account, (iv) other retained security deposits of PLN 6,447 thousand, and (v) a PLN 136 thousand deposit for a bank guarantee.
Money fund units is cash invested in a specialised open-end investment fund.
Other short-term investments comprise the current portion of restricted cash of PLN 7,058 thousand, including: (i) a short-term portion of retained security deposit of PLN 5,438 thousand and (ii) a short-term portion of funds set aside pursuant to the terms of credit facility agreements of PLN 1,620 thousand.
| Loan assets | |
|---|---|
| As at 31 December 2021 | 20,572 |
| Interest accrued | 584 |
| Payment of interest on loan | (1,892) |
| Repayment of principal | (2,818) |
| Realised foreign exchange gains/(losses) | 312 |
| Change in carrying amount | (132) |
| As at 31 December 2022 | 16,626 |
| as at 31 December | |||
|---|---|---|---|
| 2022 | 2021 | ||
| Non-current prepayments and accrued income | 882 | 939 |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Trade payables | 31,050 | 18,104 | |
| Investment settlements | 2,314 | 2,147 | |
| Prepayments and accrued income | 10,223 | 8,046 | |
| Prepayments for property, plant and equipment and investment property under construction |
252 | - | |
| Advance payment for purchase of land | 11,503 | 9,294 | |
| Taxes and social security payable * | 36,468 | 36,755 | |
| Trade and other receivables | 91,810 | 74,346 | |
| Income tax receivable | 808 | 2,003 | |
| Short-term receivables | 92,618 | 76,349 |
* As at 31 December 2022, tax and social security receivable comprised VAT receivable of PLN 26,896 thousand as disclosed in the VAT returns filed and input VAT of PLN 9,572 thousand to be deducted in future periods.
The increase in trade receivables was mainly attributable to an increase in leased space.
The rent collection ratio was 98% unchanged year on year.
For more information on receivables from related entities, see Note 28.
The Group uses the impairment loss matrix to calculate expected credit losses. In order to determine expected credit losses, trade receivables were grouped on the basis of similarity between credit risk characteristics and past due periods. The Group concluded that it has the following homogeneous groups of receivables: receivables from tenants and receivables under development contracts.
The time past due structure of trade receivables and impairment losses are presented in the table below.
| as at 31 December | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Gross receivables |
Impairment loss |
Gross receivables |
Impairment loss |
||||
| Not past due Past due: |
19,950 | - | 10,978 | - | |||
| 1 to 90 days * | 8,105 | - | 4,205 | - | |||
| 91 to 180 days | 331 | (12) | 295 | - | |||
| over 180 days | 5,380 | (2,704) | 5,333 | (2,707) | |||
| Total receivables | 33,766 | (2,716) | 20,811 | (2,707) |
* of this amount, receivables past due up to 30 days amount to PLN 6,988 thousand.
| 2022 | 2021 | |
|---|---|---|
| Impairment losses on receivables as at 1 January | (2,707) | (4,517) |
| Recognition of impairment loss | (12) | - |
| Use of impairment loss | 3 | 1,810 |
| Impairment losses on receivables as at 31 December | (2,716) | (2,707) |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Cash in hand | 118 | 44 | |
| Cash at banks | 145,789 | 177,190 | |
| Short-term deposits | 169,000 | - | |
| Cash in transit | 293 | - | |
| Cash and cash equivalents in the consolidated statement of financial position | 315,200 | 177,234 | |
| Cash and cash equivalents in the consolidated statement of cash flows | 315,200 | 177,234 |
Cash and cash equivalents in the condensed consolidated statement of financial position include cash in hand and bank deposits with original maturities of up to three months.
Indications of impairment of cash and cash equivalents were determined separately for each balance held with the financial institutions. Credit risk was assessed using external credit ratings and publicly available information on default rates set by external agencies for a given rating. The analysis showed that the credit risk of the assets as at the reporting date was low.
All banks with which the Group holds cash have a minimum rating of A- (Fitch Ratings).
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Proceeds from bank borrowings | 440,112 | 463,086 | |
| Cash flows from borrowings | 440,112 | 463,086 | |
| Cash flows from borrowings - amount disclosed in the consolidated statement of cash flows | 440,112 | 463,086 |
for the year ended 31 December 2022 2021
| Repayment of bank borrowings, including refinanced bank borrowings*) | (220,222) | |
|---|---|---|
| Repayment of non-bank borrowings | (2,632) | (4,534) |
| Total cash flows from borrowings | (41,364) | (224,756) |
| Cash flows from repayment of borrowings | (41,364) | (224,756) |
| Cash flows from repayment of borrowings – amount disclosed in the consolidated statement of cash flows |
(41,364) | (224,756) |
*) During the same period in 2021, the Group secured a credit facility of PLN 194,722 thousand to refinance four projects, resulting in the repayment of PLN 193,840 thousand in liabilities from existing bank borrowings.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Total cash flows from repayment of loans | 2,818 | 9,936 | |
| Total cash flows from repayment of loans | 2,818 | 9,936 | |
| Total cash flows from repayment of loans - amount disclosed in the consolidated statement of cash flows |
2,818 | 9,336 | |
| for the year ended 31 December |
2022 | 2021 | |
|---|---|---|---|
| Change in inventories | 19 | 35 | |
| Change in trade and other receivables | (17,463) | 8,084 | |
| Change in assets from ongoing construction contracts | - | 6,403 | |
| Elimination of advance payment for land purchase | 4,088 | 9,294 | |
| Change in receivables | (13,356) | 23,816 | |
| Change in receivables disclosed in the consolidated statement of cash flows | (13,356) | 23,816 |
| for the year ended 31 2022 December |
2021 | |
|---|---|---|
| Change in trade and other payables | 59,668 | 50,957 |
| Change in employee benefit obligations | (3,857) | 4,129 |
| Change in current liabilities under performance bonds and security deposits | 2,435 | 1,035 |
| Change in finance lease liabilities | (693) | 5,910 |
| Elimination of changes in investment commitments | 1,851 | (2,344) |
| Change in current and other liabilities | 59,404 | 59,687 |
| Change in current and other liabilities disclosed in the consolidated statement of cash flows |
59,404 | 59,687 |
| as at 31 December 2022 |
2021 | |
|---|---|---|
| Share capital | ||
| Series A ordinary shares | 11,440,000 | 11,440,000 |
| Series B ordinary shares | 3,654,379 | 3,654,379 |
| Series C ordinary shares | 3,018,876 | 3,018,876 |
| Series D ordinary shares | 1,607,000 | 1,607,000 |
| Series E ordinary shares | 1,653,384 | 1,653,384 |
| Series E ordinary shares | 2,621,343 | - |
| Ordinary shares – total | 23,994,982 | 21,373,639 |
| Par value per share | 0.25 | 0.25 |
As at 31 December 2022, the Parent's share capital amounted to PLN 5,998,745.50 and was divided into 23,994,982 shares carrying 23,994,982 voting rights in the Company. The par value per share is PLN 0.25 and the entire capital has been paid up.
| as at 31 December | 2022 | 2021 | ||
|---|---|---|---|---|
| number of shares |
Par value | number of shares |
Par value | |
| Number/value of shares at beginning of period | 21,373,639 | 5,344 | 19,720,255 | 4,931 |
| Issue of shares | 2,621,343 | 655 | 1,653,384 | 413 |
| Number/value of shares at end of period | 23,994,982 | 5 99 | 21,373,639 | 5,344 |
Earnings per share for each reporting period are calculated as the quotient of net profit for the period attributable to owners of the Parent and the weighted average number of shares outstanding in the reporting period.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Net profit(loss) for the period | 422,390 | 480,470 | |
| Number of outstanding shares | 23,994,982 | 21,373,639 | |
| Weighted average number of outstanding shares | 21,452,279 | 20,679,218 |
Earnings per share attributable to owners of the Parent during the reporting period (PLN per share):
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| - basic | 19.69 | 23.23 | |
| - diluted | 19.69 | 23.23 |
There were no dilutive factors in the presented periods.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Bank borrowings secured by the Group's assets | 1,414,683 | 1,004,285 | |
| Bonds 1) | 332,983 | 344,955 | |
| Non-bank borrowings | 16,654 | 20,633 | |
| Non-current liabilities under borrowings and other debt instruments |
1,764,320 | 1,369,873 |
1) On 22 July 2022, the Company issued 6,000 Series E bearer bonds through a public offering for qualified investors, with a nominal value of EUR 1,000 per bond and a total nominal value of EUR 6,000,000. The bonds were issued as unsecured instruments. The objective of the issue was not specified. The bonds were registered under the ISIN number PLMLPGR00108 with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) and have been traded in the Catalyst alternative trading system since 22 July 2022. The bonds pay variable interest at 3M EURIBOR plus margin. The maturity date for the Series E bonds is set for 22 January 2024.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Finance lease liabilities (perpetual usufruct of land) 2) | 42,280 | 42,915 | |
| Liabilities from measurement of SWAP transactions | - | 4,980 | |
| Performance bonds | 4,272 | 2,625 | |
| Security deposits from tenants and other deposits | 8,507 | 7,719 | |
| Finance lease liabilities (vehicles) | - | 58 | |
| Other non-current liabilities | 55,059 | 58,297 |
1) The Group is a party to court proceedings concerning revision of the usufruct charge rate. The Management Board of MLP Group S.A. estimated, as at the date of release of the financial statements and with respect to justified cases, the amount of provision for some potential claims against MLP Pruszków III Sp. z o.o. The amount determined by the court may affect the carrying amount of investment property and finance lease liabilities.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Short-term bank borrowings and short-term portion of bank borrowings secured with the Group's assets |
41,269 | 26,702 | |
| Bonds | 50,896 | 94,520 | |
| Current liabilities under borrowings and other debt instruments | 92,165 | 121,222 |
Liabilities under borrowings secured with the Group's assets and under borrowings not secured with the Group's assets comprise liabilities to both related and unrelated parties.
The Group redeemed Series A bonds with a total value of EUR 20,000 thousand on 10 May 2022, resulting in lower debt as at the end of 2022 compared to the same period in 2021.
| Bonds | |
|---|---|
| As at 31 December 2021 | 439,475 |
| Issue of bonds | 28,547 |
| Interest accrued on bonds | 11,145 |
| Interest paid on bonds | (9,613) |
| Redemption of Series A bonds | (94,118) |
| Change in carrying amount | 8,443 |
| As at 31 December 2022 | 383,879 |
| Non-bank borrowings | |
|---|---|
| As at 31 December 2021 | 20,633 |
| Interest accrued | 604 |
| Payment of interest on loan | (1,854) |
| Change in carrying amount | (97) |
| As at 31 December 2022 | 16,654 |
| MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in | |||
|---|---|---|---|
| PLN thousand, unless indicated otherwise) |
| Liabilities under bank borrowings | |
|---|---|
| As at 31 December 2021 | 1,030,987 |
| including derecognised commission fee as at 31 December 2021 | 2,354 |
| Interest accrued | 27,367 |
| Interest paid | (24,412) |
| IRS interest accrued | 1,098 |
| IRS interest paid | (1,996) |
| Increase in bank borrowings |
438,231 |
| Repayment of principal | (36,851) |
| Realised foreign exchange gains/(losses) |
1,517 |
| Change in carrying amount | 20,495 |
| Interest capitalised | 153 |
| As at 31 December 2022 | 1,455,952 |
| including derecognised commission fee as at 31 December 2022 | 2,991 |
| Finance lease (perpetual usufruct of land) | |
|---|---|
| As at 31 December 2021 | 42,915 |
| Annual depreciation expense |
(635) |
| As at 31 December 2022 | 42,280 |
| Instrument | Currency | Nominal value | Maturity date | Interest rate | Guarantees and collateral |
Listing venue |
|---|---|---|---|---|---|---|
| Private bonds – Series B |
EUR | 10,000,000 | May 11 2023 | 6M EURIBOR + margin | none | Catalyst |
| Public bonds – Series C |
EUR | 45,000,000 | Feb 19 2025 | 6M EURIBOR + margin | none | Catalyst |
| Public bonds – Series D |
EUR | 20,000,000 | May 17 2024 | 6M EURIBOR + margin | none | Catalyst |
| Public bonds – Series E |
EUR | 6,000,000 | Jan 21 2024 | 6M EURIBOR + margin | none | Catalyst |
The Company redeemed Series A bonds with a total nominal value of EUR 20,000,000 on their maturity date, i.e. 10 May 2022.
1) On 22 July 2022, the Company issued 6,000 Series E bearer bonds through a public offering for qualified investors, with a nominal value of EUR 1,000 per bond and a total nominal value of EUR 6,000,000.
| 31 December 2022 | 31 December 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| currency | effective interest rate (%) |
matures in | EUR '000 * | PLN '000 | matures in | EUR '000 * | PLN '000 | |
| Bank borrowings secured by the Group's assets | ||||||||
| Working capital (VAT) facility | PLN | 1M WIBOR + margin | - | 80 | 377 | - | - | - |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2028 | 2,737 | 12,835 | 2028 | 2,893 | 13,305 |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2027 | 1,720 | 8,065 | 2027 | 1,813 | 8,341 |
| Investment credit facility BNP Paribas S.A. | EUR | 3M EURIBOR + margin | 2029 | 10,336 | 48,271 | 2029 | 10,717 | 49,057 |
| Investment credit facility ING Bank Śląski S.A., PKO BP S.A. and ICBC (Europe) S.A. Polish Branch |
EUR | 3M EURIBOR + margin | 2027 | 99,690 | 465,724 | 2025 | 88,764 | 406,729 |
| Investment credit facility PKO BP S.A. | EUR | 3M EURIBOR + margin | 2027 | 934 | 4,382 | 2027 | 981 | 4,513 |
| Investment credit facility PKO BP S.A. | EUR | 1M EURIBOR + margin | 2026 | 6,630 | 30,885 | 2026 | 6,915 | 31,807 |
| Investment credit facility PKO BP S.A. and BGŻ BNP Paribas S.A. | EUR | 3M EURIBOR + margin | 2027 | 64,158 | 300,702 | 2027 | 65,050 | 298,930 |
| Investment credit facility BNP Paribas S.A. | EUR | 1M EURIBOR + margin | 2029 | 7,182 | 33,681 | 2029 | 7,423 | 34,142 |
| Construction credit facility PEKAO S.A. | EUR | 1M EURIBOR + margin | 2029 | 16,204 | 75,750 | 2029 | 11,362 | 51,982 |
| Investment credit facility ING Bank Śląski S.A. | EUR | 3M EURIBOR + margin | 2024 | 4,234 | 19,859 | 2024 | 4,247 | 19,535 |
| Investment credit facility ING Bank Śląski S.A. | EUR | 1M EURIBOR + margin | 2024 | 1,675 | 7,853 | 2024 | 1,696 | 7,799 |
| Working capital (VAT) facility | PLN | 1M WIBOR + margin | 2023 | 321 | 1,504 | - | - | - |
| Construction credit facility PKO BP S.A. | EUR | 1M EURIBOR + margin | 2028 | 34,328 | 160,996 | - | - | - |
| Investment credit facility ING Bank Śląski S.A. | EUR | 3M EURIBOR + margin | 2024 | 7,763 | 36,411 | 2024 | 8,116 | 37,328 |
| Investment credit facility Bayerische Landesbank | EUR | 1M EURIBOR + margin | 2031 | 19,648 | 91,867 | - | - | - |
| Investment credit facility OTP Bank Romania S.A. | EUR | 3M EURIBOR + margin | 2031 | 5,707 | 26,704 | 2031 | 4,056 | 18,595 |
| Construction credit facility Bayerische Landesbank | EUR | 3M EURIBOR + margin | 2030 | 27,738 | 130,086 | 2029 | 10,637 | 48,924 |
| Total bank borrowings: | 1,455,952 | 1,030,987 |
*Borrowing amounts in EUR are presented inclusive of commission fees.
On 30 December 2022, a new credit facility agreement was executed between MLP Łódź II Sp. z o.o. and Santander Bank Polska S.A. (Santander). As at 31 December 2022, there were no outstanding amounts under the facility.
| 31 December 2022 | 31 December 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| currency | effective interest rate (%) |
matures in | EUR '000 | PLN '000 | matures in | EUR '000 | PLN '000 | |
| Non-bank borrowings not secured by the Group's assets: | ||||||||
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2029 | 1,377 | 6,459 | 2032 | - | 1,861 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 1,014 | 2032 | - | 7,735 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2032 | - | 7,162 | - | - | - |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2030 | - | - | 2025 | - | 12 |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | - | - | 2027 | - | 1,632 | |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2030 | - | - | 2026 | - | 123 |
| Fenix Polska S.A. | EUR | 3M EURIBOR + margin | 2032 | - | 942 | - | - | - |
| Fenix Polska S.A. | EUR | 3M EURIBOR + margin | 2032 | - | 633 | - | - | - |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | - | - | 2025 | - | 300 | |
| Fenix Polska S.A. | PLN | 3M WIBOR + margin | 2026 | - | 130 | - | - | - |
| Fenix Polska S.A. | EUR | 3M EURIBOR + margin | 2032 | - | 314 | 2029 | 1,950 | 8,970 |
| Total non-bank borrowings: | 16,654 | 20,633 | ||||||
| Total unsecured borrowings and borrowings secured by the Group's assets |
1,472,606 | 1,051,620 |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Special accounts | 157 | 157 | |
| Provision for variable remuneration | 1,914 | 5,771 | |
| Employee benefit obligations | 2,071 | 5,928 |
In August 2022, cash benefits of PLN 5,771 thousand were paid from the variable remuneration provision.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Trade payables | 22,915 | 12,135 | |
| Deferred income | 4,222 | 3,321 | |
| Taxes and social security receivable | 6,461 | 5,251 | |
| Unbilled trade payables | 20,788 | 11,578 | |
| Investment commitments, security deposits and other obligations |
113,605 | 76,038 | |
| Trade and other payables | 167,991 | 108,323 | |
| Income tax receivable | 10,014 | 3,210 | |
| Current liabilities | 178,005 | 111,533 |
As at December 31 2022, the Group did not have any past due trade payables owed to related parties.
The increase in trade payables is primarily attributed to obligations owed to tenants under the Act of 27 October 2022, which mandates emergency measures to curb electricity prices and support certain consumers in 2023.
The increase in non-invoiced trade payables is due to the recognition of accruals and deferrals related to variable remuneration of the management personnel.
The increase in investment liabilities compared to 2021 was primarily due to the Group's increased investments in 2022. The investment liabilities are classified as current liabilities.
The table below presents the ageing structure of trade and other payables.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Not past due | 166,960 | 101,604 | |
| Past due from 1 to 90 days | 2,979 | 8,122 | |
| Past due from 91 to 180 days | 2 | 1 | |
| Pas due over 180 days | 146 | 368 | |
| Total trade and other payables | 170,087 | 110,095 |
The time past due structure presented above includes non-current liabilities.
Trade payables are non-interest bearing and are typically settled within 30 to 60 days. Other payables are noninterest bearing, with average payment period of one month. Amounts resulting from the difference between input and output value added tax are paid to the relevant tax authorities in the periods prescribed by the relevant tax laws. Interest payable is generally settled on the basis of accepted interest notes.
The fair value of financial assets and financial liabilities as at 31 December 2021 and 31 December 2022 was equal to the respective amounts disclosed in the consolidated statement of financial position.
The following assumptions were made for the purpose of fair value measurement:
| as at 31 December 2022 |
2021 | |
|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income | ||
| Receivables from measurement of Swap transactions | 76,615 | - |
| 76,615 | - | |
| Financial assets measured at amortised cost: | ||
| Cash and cash equivalents | 315,200 | 177,234 |
| Loans and receivables, including: | ||
| Trade and other receivables | 33,616 | 20,251 |
| Loans | 16,626 | 20,572 |
| Money fund units | - | 71,380 |
| Other long-term investments | 34,632 | 33,315 |
| Other short-term investments | 7,058 | 3,501 |
| 407,132 | 326,253 | |
| Total financial assets | 483,747 | 326,253 |
As at 31 December 2022, the fair value of hedging instruments was PLN 76,615 thousand, measured on the basis of other directly or indirectly observable quotations (Level 2). The information is provided by banks and is based on reference to instruments traded on an active market.
In the year ended 31 December 2022, there were no transfers between the levels.
| Stage 1 | Stage 2 | Stage 3 | ||
|---|---|---|---|---|
| Gross carrying amount | 373,516 | 36,332 | - | |
| Cash and cash equivalents | 315,200 | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | 36,332 | - |
| | Loans | 16,626 | - | - |
| | Other long-term investments | 34,632 | - | - |
| | Other short-term investments | 7,058 | - | - |
| Impairment losses (IFRS 9) | - | (2,716) | - | |
| Cash and cash equivalents | - | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | (2,716) | - |
| Carrying amount (IFRS 9) | 373,516 | 33,616 | - |
| Stage 1 | Stage 2 | Stage 3 | ||
|---|---|---|---|---|
| Gross carrying amount | 306,002 | 22,958 | - | |
| Cash and cash equivalents | 177,234 | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | 22,958 | - |
| | Loans | 20,572 | - | - |
| | Money fund units | 71,380 | ||
| | Other long-term investments | 33,315 | - | - |
| | Other short-term investments | 3,501 | - | - |
| Impairment losses (IFRS 9) | - | (2,707) | - | |
| Cash and cash equivalents | - | - | - | |
| Loans and receivables, including: | ||||
| | Trade and other receivables | - | (2,707) | - |
| Carrying amount (IFRS 9) | 306,002 | 20,251 | - |
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income | |||
| Liabilities from measurement of SWAP transactions | - | 4,980 | |
| - | 4,980 | ||
| Financial liabilities measured at amortised cost: | |||
| Bank borrowings | 1,455,952 | 1,030,987 | |
| Non-bank borrowings | 16,654 | 20,633 | |
| Trade and other payables | 170,087 | 110,095 | |
| Lease liabilities | 42,280 | 42,973 | |
| Bonds | 383,879 | 439,475 | |
| 2,068,852 | 1,644,163 | ||
| Total financial liabilities | 2,068,852 | 1,649,143 |
For information on collateral, see Note 26.
On 22 June 2022 and 1 July 2022, MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV Sp. z o.o. entered into variable-to-fixed interest rate swap contracts with Powszechna Kasa Oszczędności Bank Polski S.A.
On 21 June 2022 and 1 July 2022, MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV Sp. z o.o. entered into variable-to-fixed interest rate swap contracts with ING BANK ŚLĄSKI S.A.
Under the existing contracts, future interest payments on variable-rate credit facilities will be replaced with interest payments calculated based on schedules defined in the swap contracts.
| Hedged item as at 31 December 2022: |
Hedging instrument – interest rate swap: |
amortised | Fair value of hedging instrument (EUR thousand) as at 31 December |
Fair value of hedging instrument (PLN thousand) as at 31 December |
||||
|---|---|---|---|---|---|---|---|---|
| Entity | EUR '000 | PLN '000 | EUR '000 | PLN '000 | 2022 | 2021 | 2022 | 2021 |
| MLP Pruszków I Sp. z o.o. | 43,656 | 204,742 | 43,656 | 204,742 | 3,201 | (352) | 15,013 | (1,620) |
| MLP Wrocław Sp. z o. o. | 15,753 | 73,879 | 15,753 | 73,879 | 1,866 | (44) | 8,753 | (201) |
| MLP Pruszków III Sp. z o.o. | 27,815 | 130,450 | 27,815 | 130,450 | 1,836 | (181) | 8,610 | (833) |
| MLP Gliwice Sp. z o. o. | 17,006 | 79,757 | 17,006 | 79,757 | 2,015 | (47) | 9,450 | (216) |
| MLP Poznań Sp. z o. o. | 5,430 | 25,466 | 5,430 | 25,466 | 173 | (65) | 810 | (297) |
| MLP Teresin Sp. z o.o. | 6,974 | 32,706 | 6,974 | 32,706 | 826 | (19) | 3,875 | (89) |
| MLP Poznań II Sp. z o.o. | 5,909 | 27,712 | 5,909 | 27,712 | 217 | (17) | 1,017 | (78) |
| MLP Pruszków IV Sp. z o.o. | 17,332 | 81,288 | 17,332 | 81,288 | 1,137 | (110) | 5,332 | (508) |
| MLP Pruszków V Sp. z o.o. |
15,333 | 71,910 | 15,333 | 71,910 | 1,063 | (74) | 4,987 | (340) |
| MLP Czeladź Sp. z o.o. | 3,526 | 16,537 | 3,526 | 16,537 | 269 | (25) | 1,261 | (113) |
| MLP Lublin Sp. z o.o. | 17,693 | 82,977 | 17,693 | 82,977 | 2,096 | (49) | 9,831 | (225) |
| MLP Poznań West II Sp. z o.o. | 6,622 | 31,055 | 6,622 | 31,055 | 569 | (31) | 2,671 | (144) |
| MLP Pruszków II Sp. z o.o. | 7,983 | 37,440 | 7,983 | 37,440 | 1,067 | (69) | 5,005 | (316) |
| Total | 191,032 | 895,919 | 191,032 | 895,919 | 16,335 | (1,083) | 76,615 | (4,980) |
Hedged item and hedging instrument – amortised Interest Rate Swap as at 31 December 2022.
| Entity | Amounts recognised as finance costs - ineffective portion |
Amounts recognised as finance costs - net interest income |
Amounts recognised in other comprehensive income |
|---|---|---|---|
| MLP Pruszków I Sp. z o.o. | - | - | 16,633 |
| MLP Pruszków III Sp. z o.o. | - | - | 9,443 |
| MLP Pruszków V Sp. z o.o. | - | - | 5,327 |
| MLP Pruszków IV Sp. z o.o. | - | - | 5,839 |
| MLP Czeladź Sp. z o.o. | - | - | 1,374 |
| MLP Teresin Sp. z o.o. | - | - | 3,964 |
| MLP Poznań II Sp. z o.o. | - | - | 1,096 |
| MLP Poznań Sp. z o.o. | - | - | 1,107 |
| MLP Gliwice Sp. z o. o. | - | - | 9,666 |
| MLP Wrocław Sp. z o. o. | - | - | 8,954 |
| MLP Poznań West II Sp. z o.o. | - | - | 2,814 |
| MLP Pruszków II Sp. z o.o. | - | - | 5,321 |
| MLP Lublin Sp. z o.o. | - | - | 10,057 |
| Total | - | - | 81,595 |
| Entity | Amounts recognised as finance costs - ineffective portion |
Amounts recognised as finance costs - net interest income |
Amounts recognised in other comprehensive income |
|---|---|---|---|
| MLP Pruszków I Sp. z o.o. | - | - | 3,660 |
| MLP Pruszków III Sp. z o.o. | - | - | 1,896 |
| MLP Pruszków V Sp. z o.o. | - | - | 1,194 |
| MLP Pruszków IV Sp. z o.o. | - | - | 1,156 |
| MLP Czeladź Sp. z o.o. | - | - | 350 |
| MLP Teresin Sp. z o.o. | - | 42 | 146 |
| MLP Poznań II Sp. z o.o. | - | - | 228 |
| MLP Poznań Sp. z o.o. | - | - | 263 |
| MLP Gliwice Sp. z o. o. | - | - | 1,067 |
| MLP Wrocław Sp. z o. o. | - | - | 859 |
| MLP Poznań West II Sp. z o.o. | (144) | ||
| MLP Pruszków II Sp. z o.o. | (316) | ||
| MLP Lublin Sp. z o.o. | - | - | 363 |
| Total | - | 42 | 10,722 |
The Group's business involves primarily exposure to the following types of financial risks:
Liquidity risk is primarily the risk that the Group will encounter difficulty in meeting its future obligations under long-term borrowings.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
The below table presents the maturity analysis of bank borrowings, including interest payment cash flows:
| Bank borrowings - expected payments | up to 1 year | from 1 to 5 years | over 5 years | Total |
|---|---|---|---|---|
| 2022 | 105 396 | 1,116,973 | 519,306 | 1,741,675 |
| 2021 | 43,878 | 608,338 | 456,207 | 1,108,423 |
The following table presents the maturity structure of the bonds:
| Bonds - expected payments | up to 1 year | from 1 to 5 years | over 5 years | Total | |
|---|---|---|---|---|---|
| 2022 | 65,852 | 344,023 | - | 409,875 | |
| 2021 | 104,132 | 370,951 | - | 475,083 |
The following table presents the maturity analysis for derivative interest payments:
| Derivative instruments - expected payments | up to 1 year | from 1 to 5 years | over 5 years | Total | |
|---|---|---|---|---|---|
| 2022 | inflows | - | - | - | - |
| outflows | - | - | - | - | |
| net cash flow | - | - | - | - | |
| 2021 | inflows | - | 2,475 | 422 | 2,897 |
| outflows | (4,752) | (2,981) | (144) | (7,877) | |
| net cash flow | (4,752) | (506) | 278 | (4,980) |
The below table presents the maturity analysis of non-bank borrowings, including interest payment cash flows:
| Loans - expected payments | up to 1 year | from 1 to 5 years | over 5 years | Total | |
|---|---|---|---|---|---|
| 2022 | - | 165 | 23,326 | 23,491 | |
| 2021 | - | 456 | 23,794 | 24,250 |
The table below presents the maturity structure of other non-current and current liabilities, i.e. finance lease liabilities, liabilities under SWAP and CAP transactions, as well as investment and guarantee deposits from tenants and other entities:
| Expected payments | up to 1 year | from 1 to 5 years | over 5 years | Total |
|---|---|---|---|---|
| 2022 | - | 10,072 | 44,987 | 55,059 |
| 2021 | - | 10,797 | 47,500 | 58,297 |
The Group is exposed to significant currency risk as a large portion of its financial assets and liabilities is denominated in EUR and USD.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
The table below presents the currency structure of financial instruments in the each of years:
Currency structure of financial instruments as at 31 December 2022 (PLN thousand):
| Financial assets | PLN | EUR | other | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income | |||||||||
| Receivables from measurement of Swap transactions | - | 76,615 | - | 76,615 | |||||
| Financial assets measured at amortised cost: |
|||||||||
| Cash and cash equivalents | 257,092 | 55,877 | 2,231 | 315,200 | |||||
| Loans and receivables, including: | |||||||||
| Trade and other receivables | 29,633 | 3,866 | 117 | 33,616 | |||||
| Loans | - | 10,230 | 6,396 | 16,626 | |||||
| Money fund units | - | - | - | - | |||||
| Other long-term investments | 10,417 | 24,215 | - | 34,632 | |||||
| Other short-term investments | 526 | 6,532 | - | 7,058 | |||||
| 297,668 | 177,335 | 8,744 | 483,747 | ||||||
| Financial liabilities | PLN | EUR | other | Total | |||||
| Hedging financial instruments measured at fair value through other comprehensive income | |||||||||
| Liabilities from measurement of SWAP transactions | - | - | - | - | |||||
| Financial liabilities measured at amortised cost: | |||||||||
| Bank borrowings | 1,881 | 1,454,071 | - | 1,455,952 | |||||
| Non-bank borrowings | 14,765 | 1,889 | - | 16,654 | |||||
| Trade and other payables | 67,866 | 102,089 | 132 | 170,087 | |||||
| Lease liabilities | 42,280 | - | - | 42,280 | |||||
| Bonds | - | - | 383,879 | 383,879 | |||||
| 126,792 | 1,558,049 | 384,011 | 2,068,852 |
Currency structure of financial instruments as at 31 December 2021 (PLN thousand):
| Financial assets | PLN | EUR | other | Total | ||
|---|---|---|---|---|---|---|
| Financial assets at amortised cost: | ||||||
| Cash and cash equivalents | 65,626 | 109,628 | 1,980 | 177,234 | ||
| Loans and receivables, including: | ||||||
| | Trade and other receivables |
19,665 | 453 | 133 | 20,251 | |
| Loans | 11,648 | 8,924 | - | 20,572 | ||
| | Money fund units |
71,380 | - | - | 71,380 | |
| | Other long-term investments |
15,388 | 17,927 | - | 33,315 | |
| | Other short-term investments |
603 | 2,898 | - | 3,501 | |
| 184,310 | 139,830 | 2,113 | 326,253 |
| Financial liabilities | PLN | EUR | other | Total |
|---|---|---|---|---|
| Hedging financial instruments measured at fair value through other comprehensive income |
||||
| Liabilities from measurement of SWAP transactions | - | 4,980 | - | 4,980 |
| Liabilities from measurement of CAP transactions | - | - | - | - |
| Financial liabilities measured at amortised cost: | ||||
| Bank borrowings | - | 1,030,987 | - | 1,030,987 |
| Non-bank borrowings | 11,663 | 8,970 | - | 20,633 |
| Trade and other payables | 36,332 | 73,641 | 122 | 110,095 |
| Lease liabilities * | 42,973 | - | - | 42,973 |
| Bonds | - | 439,475 | - | 439,475 |
| 90,968 | 1,558,053 | 122 | 1,649,143 |
Due to its open short currency position, the Group is particularly exposed to changes in the EUR/PLN exchange rate. The table below presents the potential impact of a 5% depreciation of PLN against EUR and USD on the Group's results and equity.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Increase in the EUR/PLN exchange rate by 5% | (72,868) | (70,921) | |
| Increase in the USD/PLN exchange rate by 5% | (13,659) | 99 |
A 5% depreciation of the Polish currency against the euro adversely affects the Group's results, causing an increase in debt service costs due to the Group's short currency position.
A 5% depreciation of the Polish currency against the US dollar has a positive impact on the Group's results, causing an increase in interest income from loans denominated in USD.
Interest rate risk arises chiefly from borrowings as well as issued bonds bearing interest at variable rates. Interest rate movements affect debt-service cash flows. In order to mitigate the interest rate risk, the Group entered into interest rate swap contracts with its financing banks.
The table below presents the potential impact of a 50 basis points increase in interest rate on the Group's debtservice cash flows.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| EURIBOR + 50 bp | (1,805) | (2,580) | |
| WIBOR + 50 bp | (83) | (58) |
The sensitivity analysis presents how much debt-service interest costs would increase at the end of the reporting period assuming a 50 basis points increase in interest rates.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| EURIBOR + 50 bp | 51 | 45 | |
| WIBOR + 50 bp | 0 | 58 |
The sensitivity analysis presents how much interest income from loans would increase at the end of the reporting period assuming a 50 basis points increase in interest rates.
The table below presents a potential impact on cash flows from monetary assets of a 50 basis points increase in interest rates.
| as at 31 December 2022 |
2021 | |
|---|---|---|
| EURIBOR + 50 bp | 433 | 652 |
| WIBOR + 50 bp | 1,340 | 408 |
| US LIBOR + 50 bp | 11 | 10 |
The sensitivity analysis presents how much interest income from cash and other short- and long-term investments would increase at the end of the reporting period assuming a 50 basis points increase in interest rates.
As a result of the ongoing reform and replacement of several Interbank Offered Rates ("IBORs"), certain IBORs ceased to be published on 31 December 2021, with some scheduled to be discontinued by 30 June 2023.
The Group holds the following financial assets and liabilities based on variable interest rates, which will transition to alternative interest rates benchmarks:
| Financial assets, PLN '000 | EONIA | Total | |
|---|---|---|---|
| Loans | 16,626 | 16,626 | |
| Total financial assets | 16,626 | 16,626 | |
| Financial liabilities, PLN '000 | EONIA | Total | |
| | Bank borrowings * | 560,033 | 560,033 |
| | Non-bank borrowings |
16,654 | 16,654 |
| | Bonds | 383,879 | 383,879 |
| Total financial liabilities | 960,566 | 960,566 |
* As at 31 December 2022, the Group's liabilities under bank borrowings was PLN 1,455,952 thousand, of which PLN 895,919 were liabilities with hedged fixed interest rates. The table above shows liabilities with unhedged fixed interest rates.
Credit risk is defined as the risk of financial loss to the Group if a trading partner or a counterparty in a transaction fails to meet its contractual obligations. Credit risk arises chiefly from receivables and cash and cash equivalents.
The Group's maximum exposure to credit risk corresponds to the carrying amount of these financial instruments.
The Group reduces the exposure by demanding that tenants provide security deposits and bank guarantees supporting timely performance of their rental obligations.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Security deposits from tenants at end of reporting period | 7,257 | 8,233 |
The Group enters into operating lease contracts for lease of warehouse and office space. Contracts are concluded for periods from three to ten years, usually for five years. A typical contract provides for the following types of payments: (a) rentals for leased space denominated in EUR (and occasionally in USD and PLN), with amounts varying depending on type and standard of space, (b) property management fees to cover running costs, denominated in PLN and charged per square metre of leased space, (c) contributions to the property tax and (d) re-charge of utility bills.
As at 31 December 2022, the aggregate amount of rental income (assuming the EUR/PLN and USD/PLN exchange rates are constant and the rental rates are not indexed) was PLN 1,109.2 million, of which PLN 172.4 million was receivable within one year, PLN 536.5 million in two to five years, and PLN 400.3 million after five years.
As at 31 December 2021, the aggregate amount of rental income (assuming the EUR/PLN and USD/PLN exchange rates are constant and the rental rates are not indexed) was PLN 857.6 million, of which PLN 107.7 million was receivable within one year, PLN 379.7 million in two to five years, and PLN 370.2 million after five years.
| as at 31 December | 2022 | 2021 | |
|---|---|---|---|
| Contractual investment commitments | 66,612 | 176,253 |
Contractual investment commitments represent the value of executed investment contracts, less any expenditure incurred as at the last day of the financial year.
In the period ended 31 December 2022, the Group recognised the following changes in contingent liabilities and security instruments:
Under the amendment agreement of 2 June 2022 to the credit facility agreement of 9 May 2019 between MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o., and MLP Pruszków IV Sp. z o.o. and a syndicate of ING Bank Śląski S.A., PKO BP S.A., and Industrial and Commercial Bank of China (Europe) S.A. Poland Branch, the amounts of the available credit facility limits were increased by EUR 13,000,000.00, and the amounts of the following security interests were increased accordingly: (a) the amounts enforceable under the statements of voluntary submission to enforcement by the borrowers were increased as appropriate; (b) the amounts enforceable under the statements of voluntary submission to enforcement by all the shareholders in the borrowers were increased as appropriate.
Joint contractual mortgage securing claims of Industrial and Commercial Bank of China LTD, Luxembourg Branch S.A. under Master Agreement of 9 May 2019 PLN 2,250 thousand
| Entity | Land register number | Details | Mortgage charge |
|---|---|---|---|
| Joint contractual mortgage securing claims of ING Bank Śląski S.A. under credit facility of on 9 May 2019, established as security with highest ranking priority in favour of the Mortgage Administrator, i.e. ING Bank Śląski S.A., and as pari passu ranking security in favour of ING Bank Ślaski S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Industrial and Commercial Bank of China LTD, Luxembourg Branch |
EUR 140,895 thousand | ||
| MLP Pruszków IV Sp. z o.o. |
WA1P/00111450/7 | Joint contractual mortgage securing claims of ING Bank Śląski S.A. under Master Agreement No. 1 of 9 May 2019 |
EUR 3,386 thousand |
| Joint contractual mortgage securing claims of PKO Bank Polski S.A. under Master Agreement No. 2 of 9 May 2019 |
EUR 2,818 thousand | ||
| Joint contractual mortgage securing claims of Industrial and Commercial Bank of China LTD, Luxembourg Branch S.A. under Master Agreement of 9 May 2019 |
EUR 2,250 thousand | ||
| Entity | Land register number | Details | Mortgage charge |
| MLP Poznań Sp. z o.o. MLP Poznań II Sp. z o.o. |
PO1D/00041539/8 PO1D/00050729/3 PO1D/00041540/8 PO1D/00050728/6 PO1D/00051882/0 PO1D/00059827/3 |
Joint contractual mortgage established to secure: a) repayment of tranches b, d and h of the credit facility, b) variable contractual interest, described in § 2 of the credit facility agreement of 8 August 2011 as amended (credit agreement), accrued on the amounts referred to in a) above, c) increased interest on past-due receivables described in § 8 of the credit agreement, accrued on the amounts referred to in a) and b) above, d) commissions and fees described in § 5 of the credit agreement due to the bank, charged on the amounts referred in a) above, e) all other documented costs, described in § 6 of the credit agreement due to the bank and related to the amounts described in a) above, credit facility agreement No. 11/0002 of 8 August 2011, amended, inter alia, by Annex 2 of 29 November 2013, Annex 7 of 7 July 2017, Annex 8 of 31 October 2017, and Annex 9 of 11 June 2018 |
EUR 25,910 thousand |
| Entity | Land register number | Details | Mortgage charge |
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of the bank's claims under: 1) transaction 1 and transaction 2 executed under a master agreement of 11 June 2018 ("MASTER |
EUR 1,500 thousand |
EUR 9,357 thousand
tranche G, tranche A5, and payment of interest
transaction 2
AGREEMENT") concerning execution of transaction 1 and
Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of credit facility pursuant to credit agreement no. 11/0002 of 8 August 2011, as amended; the mortgage secures repayment of tranches A, C, investment tranche A3 (including tranches E and F),
MLP Poznań Sp. z o.o. MLP Poznań II Sp. z PO1D/00050729/3 PO1D/00041540/8 PO1D/00050728/6 PO1D/00051882/0 PO1D/00059827/3
o.o.
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of credit facility pursuant to credit agreement no. 11/0002 of 8 August 2011, as amended, and credit agreement of 9 February 2017, as amended; the mortgage secures repayment of tranches B, D, H, and payment of interest |
EUR 1,353 thousand | ||
|---|---|---|---|
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure payment of claims under hedging transactions (Transactions 1, 2, 3, 4 and 5), pursuant to the master agreement of 13 December 2013 for execution financial forward transactions and sale and repurchase transactions |
EUR 1,788 thousand | ||
| Joint contractual mortgage established in favour of ING Bank Śląski S.A. to secure repayment of VAT facility and variable rate payments under VAT facility of 9 February 2017 |
PLN 6,000 thousand | ||
| Entity | Land register number | Details | Mortgage charge |
| Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand | ||
| MLP Lublin Sp. z o.o. 2) 3) |
LU1S/00012867/9 WA1G/00076402/9 GL1T/00099961/3 WR1E/00102562/6 |
Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
| Entity | Land register number | Details | Mortgage charge |
| Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand | ||
| MLP Teresin Sp. z o.o. 2) 5) |
WA1G/00076402/9 LU1S/00012867/9 GL1T/00099961/3 WR1E/00102562/6 |
Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
| MLP Wrocław Sp. z o.o. 2) 4) |
WR1E/00102562/6 LU1S/00012867/9 WA1G/00076402/9 GL1T/00099961/3 |
Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 |
EUR 110,127 thousand |
April 2021 against each of the borrowers
| Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
|---|---|---|---|
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
| MLP Gliwice Sp. z o.o. 2) 6) |
GL1T/00099961/3 LU1S/00012867/9 WA1G/00076402/9 WR1E/00102562/6 |
Joint contractual mortgage established in favour of the mortgage administrator, i.e. BNP Paribas Bank Polska S.A., to secure claims under the credit facility agreement of 9 April 2021 against each of the borrowers |
EUR 110,127 thousand |
| Joint contractual mortgage established in favour of BNP Paribas Bank Polska S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
| Joint contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the master agreement and hedging transactions against each of the borrowers (Mortgage securing hedging transactions) |
EUR 110,127 thousand | ||
| Entity | Land register number | Details | Mortgage charge |
| MLP Czeladź Sp. z o.o. |
KA1B/00019862/9 | Contractual mortgage established in favour of PKO Bank Polski S.A. to secure repayment of credit facility under credit facility agreement of 14 December 2018 |
EUR 34,121 thousand |
| Contractual mortgage established in favour of PKO Bank Polski S.A. to secure repayment of credit facility under credit facility agreement of 28 November 2018 |
EUR 15,450 thousand | ||
| MLP Pruszków V Sp. z o.o. |
WA1P/00130140/0 WA1P/00130142/4 WA1P/00048722/2 WA1P/00079403/6 WA1P/00131542/5 WA1P/00079402/9 WA1P/00103820/3 |
Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing term loans) |
EUR 28,987 thousand |
| Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing hedging transactions) |
PLN 6,036 thousand | ||
| Joint contractual mortgage established in favour of BNP PARIBAS BANK POLSKA S.A. to secure repayment of credit facility under credit facility agreement of 7 November 2019 (Mortgage securing VAT facility) |
PLN 6,000 thousand | ||
| MLP Poznań West II Sp. z o.o. 1) |
PO1P/00325364/7 | Contractual mortgage established in favour of PKO Bank Polski S.A. to secure claims under the credit facility agreement of 10 February 2021 with respect to construction and investment credit facilities (Mortgage securing term loans) |
EUR 76,662 thousand |
| Contractual mortgage established in favour of PEKAO S.A. to secure claims under the credit facility agreement of 23 July 2021 with respect to construction and investment credit facilities (Mortgage securing term loans) |
EUR 37,116 thousand | ||
|---|---|---|---|
| MLP Pruszków II Sp. z o.o. 7) |
WA1P/00073303/3 | Contractual mortgage established in favour of PEKAO S.A. under the credit facility agreement of 23 July 2021 to secure claims under the master agreement and hedging transactions (Mortgage securing hedging transactions) |
PLN 11,100 thousand |
| Contractual mortgage established in favour of PEKAO S.A. under the credit facility agreement of 23 July 2021 to secure claims under the credit facility agreement with respect to the VAT facility (Mortgage securing VAT facility) |
PLN 4,500 thousand | ||
| MLP Logistic Park Germany I Sp. z o.o. & Co. KG8) |
Grundbuch Unna No. 25890 |
Contractual mortgage (Buchgrundschuld) established in favour of Bayerische Landesbank to secure claims under the credit facility agreement of 16 September 2021 |
EUR 41,250 thousand |
| MLP Bucharest West SRL 9) |
Land Registry in Chitila Nos. 55458, 53566 |
Contractual mortgage established in favour of OTP Bank Romania SA to secure claims under the credit facility agreement of 23 September 2021 |
EUR 6,000 thousand |
| MLP Business Park Berlin I Sp. z o.o. & |
Grundbuch Zossen von Ludwigsfelde No. 2656 |
Contractual mortgage (Buchgrundschuld) established in favour of Bayerische Landesbank to secure claims under the credit facility agreement of 21 March 2022 |
EUR 19,647 |
1) On 10 February 2021, MLP Poznań West II Sp. z o.o. executed a new credit facility agreement with Powszechna Kasa Oszczędności Bank Polski S.A. (PKO BP), whereby the following security interests were established: (a) contractual mortgage for up to EUR 76,662,272, securing claims under the credit facility agreement; (b) contractual mortgage for up to EUR 74,705,495, securing PKO BP's claims under the hedging contracts.
Co. KG
2) On 9 February 2021, MLP Lublin Sp. z o.o., MLP Gliwice Sp. z o.o., MLP Teresin Sp. z o.o., and MLP Wrocław Sp. z o.o. executed a new credit facility agreement with BNP Paribas Bank Polska S.A. (BNP) and Powszchna Kasa Oszczędności Bank Polski S.A. (PKO BP), whereby the following security interests were established: (a) joint mortgage for up to EUR 110,126,521.50, securing claims under the credit facility agreement against each of the borrowers; (b) two joint mortgages for up to EUR 110,126,521.50, securing BNP's and PKO BP's claims under the hedging contracts.
3) In view of repayment of the credit facility granted by PKO BP to MLP Lublin Sp. z o.o., on 6 August 2021 the contractual mortgage of up to EUR 25,502,396 established in favour of PKO BP was deleted from the land and mortgage register.
4) In view of repayment of the credit facility granted by Bank Polska Kasa Opieki S.A. (Pekao) to MLP Wrocław Sp. z o.o., on 14 July 2021 the four contractual mortgages established in favour of Pekao, for up to EUR 27,637,500.00 and PLN 4,500,000.00, were deleted from the land and mortgage register.
5) In view of repayment of the credit facility granted by Bank Polska Kasa Opieki S.A. (Pekao) to MLP Teresin Sp. z o.o., on 22 October 2021 the four contractual mortgages established in favour of Pekao, for up to (1) PLN 6,000,000, (2) EUR 5,768,929.51, (3) PLN 5,600,000, and (4) PLN 5,600,000, and the contractual mortgage established in favour of PEKAO BANK HIPOTECZNY S.A., for up to EUR 5,026,570.49, were deleted from the land and mortgage register.
6) In view of repayment of the credit facility granted by Bank Polska Kasa Opieki S.A. (Pekao) to MLP Gliwice Sp. z o.o., on 7 June 2021 three contractual mortgages, for up to EUR 29,914,500.00, PLN 4,500,000.00 and PLN 12,000,000.00, were deleted from the land and mortgage register.
7) On 23 July 2021, MLP Pruszków II Sp. z o.o. executed a new credit facility agreement with Bank Polska Kasa Opieki S.A. (Pekao), whereby the following security interests were established: (a) contractual mortgage of up to EUR 41,590,571, securing claims under the credit facility agreement with respect to construction and investment credit facilities; (b) contractual mortgage of up to PLN 4,500,000.00, securing claims under the credit facility agreement with respect to the VAT facility; (c) contractual mortgage of up to PLN 11,100,000.00,
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
securing PKO BP's claims under the master agreement and hedging transactions. 8) On 16 September 2021, MLP Logistic Park Germany I Sp. z o.o. & Co. KG of Munich (Germany) executed a new credit facility agreement with Bayerische Landesbank of Munich (Germany), whereby a contractual mortgage of up to EUR 41,250,000.00 was established to secure claims under the agreement.
9) On 23 September 2021, MLP Bucharest West SRL of Bucharest (Romania) executed a new credit facility agreement with OTP Bank Romania S.A. of Bucharest (Romania), whereby a mortgage was established over the property financed with the facility, securing claims under the credit facility agreement.
Security interests in MLP Group S.A.'s shares in the following companies:
Registered pledges on shares:
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| Security interests in MLP Group S.A.'s shares in the following | ||
| companies: | ||
| Registered pledges on shares: | ||
| MLP Pruszków I Sp. z o.o. | claims of: ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków I Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 28,987 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
PLN 6,000 thousand |
| MLP Poznań II Sp. z o.o. | claims of Bank Polska Kasa Opieki S.A. under the ING 11/0002 credit facility granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Poznań West II Sp. z o.o. | claims of PKO BP S.A. under credit facility of 10 February 2021 granted to MLP Poznań West II Sp. z o.o. |
EUR 76,663 thousand |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP |
EUR 147,127 thousand |
|---|---|---|
| Paribas as the pledge administrator claims of PKO Bank Polski S.A. under Collateral Agreements executed for the |
||
| MLP Czeladź Sp. z o.o. | purposes of credit facility of 14 December 2018 granted to MLP Czeladź Sp. z o.o. |
EUR 15,450 thousand |
| MLP Czeladź Sp. z o.o. | claims of PKO Bank Polski S.A. under credit facility of 14 December 2018 granted to MLP Czeladź Sp. z o.o. |
EUR 32,156 thousand |
| Type of security interest |
Secured claims | Amount of security interest |
|---|---|---|
| MLP Pruszków I Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków I Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 17,409 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 11,577 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
PLN 6,000 thousand |
| MLP Poznań II Sp. z o.o. | claims of Bank Polska Kasa Opieki S.A. under the ING 11/0002 credit facility granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Poznań West II Sp. z o.o. | claims of PKO BP S.A. under construction credit facility granted to MLP Poznań West II Sp. z o.o. under the credit facility agreement of 10 February 2021 (Financial Pledge 1) |
n/a |
| MLP Poznań West II Sp. z o.o. | claims of PKO BP S.A. under investment credit facility granted to MLP Poznań West II Sp. z o.o. under the credit facility agreement of 10 February 2021 (Financial Pledge 2) |
n/a |
| MLP Poznań West II Sp. z o.o. | claims of PKO BP S.A. under VAT facility granted to MLP Poznań West II Sp. z o.o. under the credit facility agreement of 10 February 2021 (Financial Pledge 2) |
n/a |
|---|---|---|
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Gliwice Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
|
|---|---|---|---|
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
|
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
|
| MLP Wrocław Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
|
| MLP Czeladź Sp. z o.o. | claims of PKO Bank Polski S.A. under Collateral Agreements executed for the purposes of credit facility of 14 December 2018 granted to MLP Czeladź Sp. z o.o. |
EUR 15,450 thousand |
|
| MLP Czeladź Sp. z o.o. | claims of PKO Bank Polski S.A. under credit facility of 14 December 2018 granted to MLP Czeladź Sp. z o.o. |
EUR 32,156 thousand |
|
| Type of security interest |
Secured claims | ||
| Security interests in MLP Sp. z o.o.'s | shares in the following company: | ||
| Registered pledges on shares: | 0 | ||
| Security interests in MLP Property Sp. z o.o.'s shares in the following companies: | |||
| Registered pledges on shares: | 13,800 | ||
| MLP Pruszków III Sp. z o.o. 1) | claims of Deutsche Bank PBC S.A. under credit facility No. KNK/1212752 granted to MLP Pruszków III Sp. z o.o. |
0 |
Registered pledges on shares:
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
|---|---|---|
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
EUR 140,895 thousand |
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 | EUR 14,047 thousand |
| MLP Poznań Sp. z o.o. | claims of ING Bank Śląski S.A. under credit facility of 11 June 2018 granted to MLP Poznań Sp. z o.o. |
EUR 25,910 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under construction and investment credit facilities granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
EUR 37,116 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under VAT facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
PLN 4,500 thousand |
| MLP Bucharest West SRL | claims of OTP Bank Romania S.A. under credit facility granted to MLP Bucharest West SRL under the credit facility agreement of 23 September 2021 |
EUR 6,000 thousand |
| Financial pledges on shares: |
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
|---|---|---|
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Teresin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
|---|---|---|
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 | EUR 14,047 thousand |
| MLP Poznań Sp. z o.o. | claims of ING Bank Śląski S.A. under credit facility of 11 June 2018 granted to MLP Poznań Sp. z o.o. |
EUR 25,910 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under construction credit facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 (as security for VAT facility) |
EUR 32,262 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under investment facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
EUR 37,116 thousand |
| MLP Pruszków II Sp. z o.o. | claims of Pekao S.A. under VAT facility granted to MLP Pruszków II Sp. z o.o. under the credit facility agreement of 23 July 2021 |
PLN 4,500 thousand |
| Security interests in MLP Poznań Sp. z o.o.'s shares in the following companies: | ||
| Registered pledges on shares: | ||
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. and PKO BP S.A. under credit facility of 9 April 2021 granted to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.; pledge created in favour of BNP Paribas as the pledge administrator |
EUR 147,127 thousand |
|---|---|---|
| Financial pledges on shares: | ||
| MLP Poznań II Sp. z o.o. | claims of ING Bank Śląski S.A. under facility no. ING 11/0002 granted to MLP Poznań II Sp. z o.o. |
EUR 14,047 thousand |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility A granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 49,719 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Credit Facility B granted under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 5,344 thousand each |
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under Hedging Documents executed under the credit facility agreement of 9 April 2021; claims against each of the companies are secured with a separate pledge |
four pledges, EUR 9,250 thousand each |
Registered pledges on shares:
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
EUR 140,895 thousand |
| MLP Pruszków V Sp. z o.o. | claim of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 28,987 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 6,000 thousand |
| Financial pledges on shares: | ||
| MLP Pruszków III Sp. z o.o. | claims of ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Polish Branch under credit facility of 9 May 2019 granted to MLP Pruszków III Sp. z o.o. |
three pledges, EUR 140,895 thousand each |
| MLP Pruszków IV Sp. z o.o. | claims of ING Bank Śląski S.A. under credit facility of 9 May 2019 granted to MLP Pruszków IV Sp. z o.o. |
three pledges, PLN 140,895 thousand each |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 17,409 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 11,577 thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under credit facility of 7 November 2019 for MLP Pruszków V Sp. z o.o. |
EUR 6,000 thousand |
Security interests in MLP Bucharest West Sp. z o.o.'s shares in the following company:
Registered pledges on shares:
| Type of security interest | Secured claims | Amount of security interest |
|---|---|---|
| MLP Bucharest West SRL | claims of OTP Bank Romania S.A. under credit facility granted to MLP Bucharest West SRL under the credit facility agreement of 23 September 2021 |
EUR 6,000 thousand |
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
10 financial pledges over bank account balances securing hedging transactions for up to EUR 15,450
In connection with the credit facility agreement between MLP Lublin Sp. z o.o. and the banks BNP Paribas Bank Polska S.A. and PKO BP S.A., on 9 April 2021 the following pledges were created:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
Under an agreement of May 2018, Bank PKO BP S.A. granted to MLP Czeladź Sp. z o.o. a bank guarantee for the performance of the company's obligations towards the Municipality of Czeladź and the State Treasury, concerning reconstruction of a traffic circulation system in Czeladź as part of construction of a logistics park. The guarantee amount was PLN 5,927 thousand.
On 26 November 2021, at MLP Group S.A.'s request, a bank guarantee was issued to secure fulfilment by MLP Gliwice Sp. z o.o. of its project developer commitments under an agreement with the General Directorate for National Roads and Motorways (GDDKiA) to redevelop the intersection of road 2902S and road DK 78 in the town of Szałsza, with the maximum amount of the guarantee being PLN 2,727,541.93 in the period to 31 August 2022 and PLN 136,377.10 in the period from 1 September 2022 to 31 August 2027.
On 24 May 2019 MLP Group S.A. provided a surety to MLP Gliwice Sp. z o.o. in connection with the Agreement on the reconstruction of the communication system, including liabilities related to the implementation of the Road Investment project in whole or in part - up to PLN 2,745,888.30.
On 16 September 2021, MLP Group S.A. provided an up to EUR 7,125,000.00 surety in the form of a corporate guarantee in favour of Bayerishe Landesbank to secure the latter's claims against MLP Logistic Park Germany I Sp. z o.o. & Co. KG under the credit facility agreement of 16 September 2021.
• agreement on establishment of cash security deposit in favour of ING Bank Śląski S.A. to secure repayment of the bank's claims under credit facility granted to MLP Poznań II Sp. z o.o., as well as related interest, commissions, fees and expenses,
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
• • up to EUR 7,125,000.00 corporate guarantee provided by MLP Group S.A. to secure claims under the credit facility agreement.
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
The balances of trade and other payables and receivables arising from related-party transactions as at 31 December 2022 were as follows:
| Trade and other receivables |
Trade and other payables 1) |
|
|---|---|---|
| Parent | ||
| CAJAMARCA HOLLAND B.V., Delft | ||
| The Israel Land Development Company Ltd. | 8 | - |
| Other related parties | ||
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 2 | - |
| Fenix Polska Sp. z o.o. | 4 | - |
| Total | 14 | - |
The balances of trade and other payables and receivables arising from related-party transactions as at 31 December 2021 were as follows:
| Trade and other receivables |
Trade and other payables 1) |
|
|---|---|---|
| The Israel Land Development Company Ltd. | 43 | - |
| Other related parties | ||
| Fenix Polska Sp. z o.o. | 1 | - |
| Total | 44 | - |
1) Trade and other payables do not include the remuneration of key management personnel and share-based payments disclosed in Note 29.
Below are presented the balances of loans to and non-bank borrowings from related parties as at 31 December 2022:
| Loans | Non-bank borrowings | |
|---|---|---|
| Other related parties | ||
| Fenix Polska Sp. z o.o. | 16,531 | (16,654) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 95 | - |
| Total | 16,626 | (16,654) |
Below are presented the balances of loans to and non-bank borrowings from related parties as at 31 December 2021:
| Loans | Non-bank borrowings | |
|---|---|---|
| Other related parties | ||
| Fenix Polska Sp. z o.o. | 20,483 | (20,633) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 89 | - |
| Total | 20,572 | (20,633) |
Below are presented income and expenses under related-party transactions for the 12 months ended 31 December 2022:
| Revenue | Purchase of services and salaries |
Interest income | Interest expense | |
|---|---|---|---|---|
| Parent | ||||
| The Israel Land Development Company Ltd. | 177 | - | - | - |
| 177 | - | - | - | |
| Other related parties | ||||
| Fenix Polska Sp. z o.o. | 6 | - | 577 | (602) |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. |
3 | - | 7 | - |
| 9 | - | 584 | (602) | |
| Key management personnel | ||||
| Radosław T. Krochta | - | (3,071) | - | - |
| Michael Shapiro | - | (1,773) | - | - |
| Monika Dobosz | - | (1,727) | - | - |
| Agnieszka Góźdź | - | (1,431) | - | - |
| Tomasz Zabost | - | (1,424) | - | - |
| Marcin Dobieszewski | - | (1,117) | - | - |
| Other key management personnel | - | - | - | |
| - | (10,543) | - | - | |
| Total | 186 | (10,543) | 584 | (602) |
Below are presented income and expenses under related-party transactions for the 12 months ended 31 December 2021:
| Purchase of | ||||
|---|---|---|---|---|
| Revenue | services and salaries |
Interest income |
Interest expense |
|
| Parent | ||||
| The Israel Land Development Company Ltd. | 204 | - | - | - |
| 204 | - | - | - | |
| Other related parties | ||||
| Fenix Polska Sp. z o.o. | 6 | 242 | (256) | |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 1 | - | 4 | - |
| 7 | - | 246 | (256) | |
| Key management personnel | ||||
| Radosław T. Krochta | - | (4,297) | - | - |
| Michael Shapiro | - | (2,064) | - | - |
| Tomasz Zabost | - | (2,546) | - | - |
| Marcin Dobieszewski | - | (608) | - | - |
| Other key management personnel | - | (1,392) | - | - |
| - | (10,907) | - | - | |
| Total | 211 | (10,907) | 246 | (256) |
Fenix Polska Sp. z o.o. is related to the Group through Cajamarca Holland B.V., which as at 31 December 2022 held 100% of shares in Fenix Polska Sp. z o.o. and 42.69% of the Group's share capital.
On 12 January 2012 the Regional Court in Warsaw issued a judgment awarding the then MLP Tychy Sp. z o.o. (currently MLP Sp. z o.o. S.K.A.) the amount of PLN 2,005 thousand with contractual interest from CreditForce Holding B.V. with its registered office in Houten (the Netherlands) jointly and severally with European Bakeries Sp. z o.o., in respect of which a default judgment was issued on 16 March 2011.
The amount includes receivables due as payment for capital expenditure incurred by the lessor on the leased property, including construction work to improve the technical standard of the property.
Currently, an appeal against the default judgment is pending before the District Court in Warsaw (the proceedings have been suspended due to CreditForce Holding B.V. being declared bankrupt). The Group recognized an impairment allowance of the abovementioned receivables.
On 31 January 2020, the Company received a default judgment entered on 22 January 2020 by the Circuit Court in Warsaw, 26th Commercial Division, whereby the Court awarded EUR 865,777.48 (eight hundred and sixty-five thousand seven hundred and seventy-seven euro, 48/100), plus default interest accrued at the applicable statutory rate from 29 September 2018 to the date of payment, against the Company in favour of DEPENBROCK Polska spółka z ograniczoną odpowiedzialnością spółka komandytowa of Komorniki, Poland ("DEPENBROCK"). The Court further awarded costs of PLN 115,017 (one hundred and fifteen thousand and seventeen złoty), including PLN 15,017 (fifteen thousand and seventeen złoty) in attorney's fees, to DEPENBROCK against the Company as well as making the judgment enforceable upon entry. On 13 February 2020, the Company filed a statement of opposition to the default judgment with a motion for stay of execution. The claims should be dismissed on the grounds that they are premature and thus unactionable. As a precaution, the Company also filed for set-off of mutual claims. From August 2020 to February 2021, mediation was held, however the parties failed to reach a settlement agreement. On 14 December 2021, the first hearing was held (online), at which the Court ruled that the claims were actionable and ordered to admit oral evidence from two witnesses for each Party. The Court has encouraged the Parties to settle. The next (online) hearing has been scheduled for 17 May 2022.
On 24 January 2023, court settlements were executed between DEPENBROCK Polska Spółka z ograniczoną odpowiedzialnością spółka komandytowa and MLP Gliwice Sp. z o.o. and DEPENBROCK Polska Spóła z ograniczoną odpowiedzialnością spółka komandytowa and MLP Poznań Sp. z o.o. The provisions of the settlement agreement have been fully carried out as of the date of this report. Consequently, the litigation with DEPENBROCK Polska spółka z ograniczoną odpowiedzialnością spółka komandytowa was resolved and terminated.
In 2012-2014, MLP Pruszków I Sp. z o.o., MLP Pruszków II Sp. z o.o. and MLP Pruszków III received decisions concerning change of perpetual usufruct charge. According to the decisions, as at 31 December 2022 the total amount potentially due was PLN 30,038 thousand. The management board of the companies does not accept the amount of the charge, and therefore the case was referred to the court. The District Governor did not take into account the expenses incurred by the companies.
In previous years and the reporting period, the Group recognized a provision of PLN 9,289 thousand for potential claims by Pruszków District Governor related to changes in the perpetual usufruct charge.
In connection with the execution on 30 December 2022 of the credit facility agreement by MLP Łódź II Sp. z o.o. and Santander Bank S.A. (Santander), on 10 January 2023 the following security interests were established to secure the lender's receivables under the facility agreement as well as the master agreement and hedging transactions:
MLP Group S.A. Group Consolidated report for the year ended 31 December 2022 • Consolidated financial statements for the year ended 31 December 2022 (all amounts in PLN thousand, unless indicated otherwise)
(a) contractual mortgage of up to EUR 28,648,630.50, securing claims under the credit facility agreement with respect to construction and investment credit facilities;
(b) contractual mortgage of up to PLN 6,000,000.00, securing claims under the credit facility agreement with respect to the VAT facility;
(c) contractual mortgage of up to EUR 2,700,000.00, securing Santander's claims under the master agreement and hedging transactions;
(d) two registered pledges over shares in MLP Group S.A. up to the maximum secured amount of EUR 28,648,630.50 (as security for the construction and investment credit facility) and PLN 6,000,000.00 (as security for the VAT facility), and three financial pledges over shares in MLP Group S.A. up to the maximum secured amount of EUR 20,166,382.50 (as security for the construction credit facility), EUR 28,648,630.50 (as security for the investment credit facility), PLN 6,000,000.00 (as security for the VAT facility);
(e) pledges over bank accounts: 24 registered pledges (12 pledges up to the amount of EUR 28,648,630.50 as security for the construction and investment credit facility, and 12 pledges up to the amount of PLN 6,000,000.00 as security for the VAT facility) and 33 financial pledges (as security for the construction credit facility (12) up to EUR 20,166,382.50, for the investment credit facility (12) up to EUR 28,648,630.50, and for the VAT facility (12) of PLN 6,000,000.00;
(f) powers of attorney over the borrower's bank accounts and hold on bank accounts in accordance with the hold instruction;
(g) statement of voluntary submission to enforcement,
(h) statement of voluntary submission to enforcement by the borrower's sole shareholder;
(i) assignment of rights under insurance policies, lease contracts with security, construction contracts with security, and management and administration contracts under the Assignment Agreement;
(j) sponsor's commitment under the Support Agreement for cost overruns in the construction of Buildings B and Building C;
(k) sponsor's commitments under the Support Agreement to address the borrower's liquidity shortfalls to ensure the Projected DSCR ratio;
(l) subordination of claims under the Subordination Agreement;
(m) deposit in the Debt Service Reserve Account.
On 20 February 2023, MLP Group S.A. issued a guarantee of up to PLN 5,000,000 to support MLP Wrocław West Sp. z o.o. (as the investor) in connection with a road construction contract concluded by the latter with the Kąty Wrocławskie Municipality. MLP Group S.A. also agreed to voluntary enforcement of the guarantee in a notarial deed.
In the period from the end of the reporting period to the date of authorisation of these consolidated financial statements for issue, no events occurred which should have been but were not included in the accounting books of the reporting period and the Group's consolidated financial statements of the Group.
In the second half of February 2022, Russia launched a military attack on Ukraine. At the time of issue of this report, the Management Board of the Company saw no major impact of the war in Poland's eastern neighbour on the Company's Polish, German, Romanian or Austrian operations. At the same time, it is difficult to predict long-term effects of the war. The armed conflict in Ukraine may have an adverse impact on local economies and the construction industry, manifesting itself in depreciation of local currencies, rising inflation, growing raw material and construction costs, staff shortages, disrupted supplies of products and materials, etc. On the other hand, it may increase demand for warehouse and manufacturing space. The war in Poland's eastern neighbour will certainly add pressure to further shorten supply chains, increase warehouse stock levels and relocate production from areas where the armed conflict is taking place. Ukrainian companies and international companies operating in Ukraine will relocate warehouses to other countries, including Poland. Also, international firms will be leaving Russia in protest against the invasion. In the opinion of the Management Board of the Parent, this may increase demand for warehouse and logistics space offered by the Company.
In March 2022, the Group decided to provide tangible aid to refugees seeking a safe haven in Poland. MLP Group has converted one of its unoccupied facilities into a place of accommodation for people fleeing the war in Ukraine. The more than 820 m2 two-storey office building has been properly refurbished and refitted and currently features 14 single-room dwellings, three fully equipped kitchens, four bathrooms, a laundry room, a dining room, a playroom for children, and a TV room. The aid was coordinated with the authorities of the town of Pruszków, which, having been notified of available space in the building, directed refugees there. MLP Group's suppliers and tenants were also involved in preparing the accommodation.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Fixed remuneration of the Management Board: | |||
| Radosław T. Krochta | 699 | 628 | |
| Michael Shapiro | 589 | 572 | |
| Tomasz Zabost | 543 | 486 | |
| Marcin Dobieszewski | 348 | 278 | |
| Monika Dobosz | 240 | - | |
| Agnieszka Góźdź | 247 | - | |
| 2,666 | 1,964 | ||
| for the year ended 31 December | 2022 | 2021 | |
| Provision for variable remuneration of the Management |
| Board from the previous year used: | ||
|---|---|---|
| Radosław T. Krochta | 3,703 | 1,802 |
| Michael Shapiro | 1,496 | 422 |
| Tomasz Zabost | 2,081 | 1,066 |
| Marcin Dobieszewski | 340 | 374 |
| 7,620 | 3,664 |
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Provision for variable remuneration of the Management Board: |
|||
| Radosław T. Krochta | 2,372 | 3,669 | |
| Michael Shapiro | 1,184 | 1,492 | |
| Tomasz Zabost | 1,184 | 2,060 | |
| Marcin Dobieszewski | 769 | 330 | |
| Monika Dobosz | 1,184 | - | |
| Agnieszka Góźdź | 1,184 | - | |
| 7,877 | 7,551 |
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Remuneration of the Supervisory Board: | |||
| Remuneration and other benefits | |||
| Maciej Matusiak | 57 | 48 | |
| Eytan Levy | 57 | 48 | |
| Shimshon Marfogel | 57 | 48 | |
| Guy Shapira | 57 | 48 | |
| Piotr Chajderowski | 57 | 48 | |
| Oded Setter | 57 | 48 | |
| 342 | 288 | ||
| Total remuneration paid to members of management and supervisory bodies | 10,628 | 5,916 |
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Other key management personnel: | |||
| Remuneration and other benefits paid | - | 1,062 | |
| Remuneration and other benefits payable | 1,906 | 2,179 | |
| 1,906 | 3,241 | ||
| Total remuneration paid to members of management and supervisory bodies and key management personnel |
12,534 | 8,095 |
The note presents remuneration of members of the management and supervisory bodies for discharging the responsibilities of Management or Supervisory Board members, as well as the costs of services provided to other companies in the Group, and other management personnel.
Apart from the transactions described in the note above, members of the Management Board, the Supervisory Board and the other management personnel did not receive any other benefits from any of the Group companies.
| for the year ended 31 December | 2022 | 2021 | |
|---|---|---|---|
| Average headcount in the period | 35 | 29 |
Signed by the Management Board and the person responsible for maintaining the books of account, using qualified digital signatures.
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