Interim / Quarterly Report • Aug 11, 2021
Interim / Quarterly Report
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Interim Financial Report for the six months ended 30 June 2021
Including the Interim Condensed Consolidated Financial Statements of Ronson Development SE for the six months ended 30 June 2021 and the Interim Condensed Company Financial Statements of Ronson Development SE for the six months ended 30 June 2021
Page
| Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2021 | |
|---|---|
| Interim Condensed Consolidated Statement of Financial Position | 22 |
| Interim Condensed Consolidated Statement of Comprehensive Income | 23 |
| Interim Condensed Consolidated Statement of Changes in Equity | 24 |
| Interim Condensed Consolidated Statement of Cash Flows | 25 |
| Notes to the Interim Condensed Consolidated Financial Statements | 26 |
| Interim Condensed Company Financial Statements for the six months ended 30 June 2021 | |
| Interim Condensed Company Statement of Financial Position | 52 |
| Interim Condensed Company Statement of Comprehensive Income | 53 |
| Interim Condensed Company Statement of Changes in Equity | 54 |
| Interim Condensed Company Statement of Cash Flows | 55 |
| Notes to the Interim Condensed Company Financial Statements | 56 |
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 30 June 2021, 66.06% of the shares are controlled by Amos Luzon Development and Energy Group Ltd. ('A. Luzon Group') and 0.96% of the shares are held by the Company. The remaining 32.98% of the outstanding shares are held by other investors including Nationale Nederlanden Otwarty Fundusz Emerytalny and Metlife Otwarty Fundusz Emerytalny. The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 30 June 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares. For an overview of shares, voting rights and major shareholders of the Company reference is made to page 18.
On 9 August 2021, the market price was PLN 2.32 per share giving the Company a market capitalization of PLN 380.5 million.
The Company (together with its subsidiaries, 'the Group') is active in the development and sale of residential units, primarily apartments, in residential real-estate projects to individual customers in Poland. The Company has been operating through its subsidiaries on the following markets in Poland: Warsaw, Wrocław, Poznań and Szczecin.
During the six months ended 30 June 2021, the Group realized sales of 604 units with the total value of PLN 291.4 million, which compares to sales of 426 units with the total value PLN 196.1 million during the six months ended 30 June 2020.
During the six months ended 30 June 2021, the Group completed six projects/ stages with total number of units 350 and a total area 25,322 m2 of which, 337 units are already sold
Until 30 June 2021 the Group delivered 445 units in 100% owned projects which represent a total revenue of PLN 247 million.
As at 30 June 2021, the Group has 476 units available for sale in 12 locations, of which 442 units are in ongoing projects and the remaining 34 units are in completed projects. The ongoing projects comprise a total of 1,535 units, with an aggregate floor space of 83,405 m2 . The construction of 772 units with a total area of 41,853 m2 is expected to be completed during remaining period of 2021.
The Group has a pipeline of 14 projects in different stages of preparation, representing approximately 4,208 units with an aggregate floor space of approximately 267,052 m2 for future development in Warsaw, Poznań, Wrocław and Szczecin.
During the remaining period of 2021, the Group is considering commencement of 7 stages of the currently running projects and 2 new projects comprising 734 units with a total area of 48,250 m2 .
In addition to the above as at 30 June 2021 the Group is in process of finalizing the purchase of 2 plots located in Warsaw with a total projected PUM of 106,700 sq.m with an estimated 1,954 units for construction.
The following table specifies revenue, cost of sales, gross profit and gross margin during the six months ended 30 June 2021 on a project by project basis:
| Information on the delivered units |
Revenue (1) | Cost of sales (2) | Gross profit |
Gross margin |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Project | Number of units |
Area of units (m2) |
PLN thousands |
% | PLN thousands |
% | PLN thousands |
% | |
| Ursus Centralny Ia | 123 | 6,636 | 50,475 | 20.4% | 41,422 | 20.2% | 9,053 | 17.9% | |
| Vitalia III | 81 | 6,790 | 45,706 | 18.5% | 37,442 | 18.2% | 8,264 | 18.1% | |
| Miasto Moje III | 94 | 4,965 | 33,532 | 13.6% | 28,370 | 13.8% | 5,162 | 15.4% | |
| Nova Królikarnia 3a | 19 | 1,940 | 23,532 | 9.5% | 20,006 | 9.7% | 3,526 | 15.0% | |
| Nova Królikarnia 3b | 21 | 2,007 | 23,350 | 9.5% | 20,788 | 10.1% | 2,562 | 11.0% | |
| Nova Królikarnia 2c | 9 | 1,887 | 21,669 | 8.8% | 19,240 | 9.4% | 2,429 | 11.2% | |
| Grunwald2 | 27 | 2,043 | 13,709 | 5.6% | 10,523 | 5.1% | 3,186 | 23.2% | |
| Nowe Warzymice I | 38 | 2,050 | 12,708 | 5.1% | 10,421 | 5.1% | 2,287 | 18.0% | |
| City Link III | 7 | 686 | 8,063 | 3.3% | 4,807 | 2.3% | 3,256 | 40.4% | |
| Panoramika V | 13 | 880 | 5,686 | 2.3% | 5,355 | 2.6% | 331 | 5.8% | |
| Other | 13 | 978 | 8,476 | 3.4% | 7,153 | 3.5% | 1,322 | n.a. | |
| Total / Average | 445 | 30,860 | 246,905 | 100% | 205,527 | 100% | 41,378 | 16.8% | |
| Impairment recognized | n.a. | n.a. | n.a. | (2,212) | 2,212 | n.a. | |||
| Results after write-down adjustment | 445 | 30,860 | 246,905 | 203,315 | 43,590 | 17.7% | |||
| Economic results | 445 | 30,860 | 246,905 | 203,315 | 43,590 | 17.7% |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
(2) Cost of sales allocated to the delivered units proportionally to the total expected revenue of the project.
Revenue from the sale of residential units is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key to the buyer of the residential unit and total payment obtained. Revenue from sales and services of residential projects recognized during the six months ended 30 June 2021 amounted to PLN 246.9 million, whereas cost of sales before reversal of write-down adjustment amounted to PLN 205.5 million, that resulted in a gross profit before write-down adjustment amounting to PLN 41.4 million representing a gross margin of 16.8%.
The table below presents information on the projects that were completed (i.e. completing all construction works and receiving occupancy permit) during the six months ended 30 June 2021:
| Project name | Location | Number of units | Area of units (m2 ) |
Total units sold until 30 June 2021 |
Units delivered in 2021 |
Units sold not delivered as at 30 June 2021 |
|---|---|---|---|---|---|---|
| Vitalia III | Wrocław | 81 | 6,790 | 81 | 81 | - |
| Ursus Centralny Ia | Warsaw | 138 | 7,542 | 137 | 123 | 14 |
| Nova Królikarnia 3a | Warsaw | 31 | 3,188 | 29 | 19 | 10 |
| Nova Królikarnia 3b | Warsaw | 23 | 2,270 | 22 | 21 | 1 |
| Nova Królikarnia 3c | Warsaw | 23 | 2,298 | 23 | - | 23 |
| Nowe Warzymice I | Szczecin | 54 | 3,234 | 45 | 38 | 7 |
| Total | 350 | 25,322 | 337 | 282 | 55 |
The construction of Vitalia III project was completed in March 2021. The project was developed on a land strip located in Wrocław at Kabaczkowa Street. The Vitalia III project comprises 81 apartments with an aggregate floor space 6,790 m2 . Until 30 June 2021 the Company sold all units. During the six months ended 30 June 2021, the Company delivered all units and recognized sale revenue of PLN 45.7 million.
The Ursus Centralny Ia project was completed in March 2021. The project was developed on a land strip located in Warsaw, Ursus district, at Gierdziejewskiego street. The project comprises 129 apartments and 9 commercial units with an aggregate floor space of 7,542 m2 . Until 30 June 2021 the Company sold 137 units. During the six months ended 30 June 2021, the Company delivered 123 units and recognized sale revenue of PLN 50.5 million.
The construction of the Nova Królikarnia 3a was completed in April 2021, respectively. The project was developed on a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3a project comprises 31 apartments and an aggregate floor space of 3,188 m2 . Until 30 June 2021 the Company sold 29 units. During the six months ended 30 June 2021 the Company delivered 19 units and recognized sale revenue of PLN 23.5 million.
The construction of the Nova Królikarnia 3b was completed in February 2021, respectively. The project was developed on a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3b project comprises 23 apartments and an aggregate floor space of 2,270 m2 . Until 30 June 2021 the Company sold 22 units. During the six months ended 30 June 2021 the Company delivered 21 units and recognized sale revenue of PLN 23.4 million.
The construction of the Nova Królikarnia 3c was completed in May 2021, respectively. The project was developed on a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3c project comprises 23 apartments and an aggregate floor space of 2,298 m2 . Until 30 June 2021 the Company sold all units. During the six months ended 30 June 2021 the Company did not delivered any units. Delivery is planned for Q3 2021.
The construction of Nowe Warzymice I project was completed in May 2021. The project was developed on a land strip located in Szczecin, at Rajkowa Street. The project comprises 54 apartments with an aggregate floor space 3,234 m2 . Until 30 June 2021 the Company sold 45 units. During the six months ended 30 June 2021, the Company delivered 38 units and recognized sale revenue of PLN 12.7 million.
The table below presents information on the projects that were completed in previous years and the income that was recognised based on units delivered during the six months ended 30 June 2021:
| Project name | Location | Completion date |
Total Project Units |
Total Area of units (m2) |
Total units sold until 30 June 2021 |
Total units delivered until 31 December 2020 |
Units delivered during HY 2021 |
Recognised income during HY 2021 (PLN'000) |
Units sold not delivered as at 30 June 2021 |
Units for sale as at 30 June 2021 |
Left to sale/ deliver after 30 June 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Miasto Marina | Wrocław | 06/2019 | 151 | 6,196 | 151 | 146 | 5 | 2,127 | 0 | 0 | 0 |
| City Link III | Warsaw | 11/2019 | 368 | 18,763 | 368 | 354 | 7 | 8,063 | 7 | 0 | 7 |
| Grunwald2 | Poznań | 05/2020 | 268 | 14,456 | 266 | 236 | 27 | 13,709 | 3 | 2 | 5 |
| Panoramika V | Szczecin | 07/2020 | 115 | 5,992 | 114 | 95 | 13 | 5,686 | 6 | 1 | 7 |
| Nova Królikarnia 2c | Warsaw | 08/2020 | 18 | 3,743 | 18 | 7 | 9 | 21,669 | 2 | 0 | 2 |
| Miasto Moje III | Warsaw | 11/2020 | 196 | 10,176 | 195 | 98 | 94 | 33,532 | 3 | 1 | 4 |
| Others | 36 | 2,199 | 19 | 0 | 8 | 5,496 | 11 | 17 | 28 | ||
| Total | 1,152 | 61,525 | 1,131 | 936 | 163 | 90,281 | 32 | 21 | 53 |
The table below presents information on the total number of units sold (i.e. total number of units for which the Company signed the preliminary sale agreements with the clients), including net saleable area (in m2 ) of the units sold and net value (exclusive of VAT) of the preliminary sales agreements (including also parking places and storages) executed by the Company during the six months ended 30 June 2021:
| Project name | Location | Total Project Saleable area (m2) |
Total project units |
Units sold until 31 December 2020 |
Units sold during 6 months ended 30 June 2021 |
Net Sold area (m2) |
Value of the preliminary sales agreements (in PLN thousands) |
Units for sale as at 30 June 2021 |
|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIb(2) | Warsaw | 11,758 | 206 | - | 70 | 3,920 | 35,472 | 136 |
| Miasto Moje V(2) | Warsaw | 8,559 | 170 | 51 | 90 | 4,492 | 35,332 | 29 |
| Ursus Centralny IIa(2) | Warsaw | 13,509 | 251 | 194 | 56 | 3,242 | 26,267 | 1 |
| Ursus Centralny Ib(2) | Warsaw | 5,740 | 97 | 34 | 51 | 3,138 | 25,808 | 12 |
| Viva Jagodno I(2) | Wrocław | 6,241 | 121 | 64 | 54 | 2,829 | 20,236 | 3 |
| Nowe Warzymice II(2) | Szczecin | 3,492 | 66 | - | 58 | 2,918 | 18,673 | 8 |
| Miasto Moje IV(2) | Warsaw | 8,938 | 176 | 118 | 39 | 2,458 | 18,156 | 19 |
| Panoramika VI(2) | Szczecin | 3,591 | 75 | 46 | 29 | 1,562 | 9,859 | - |
| Nova Królikarnia 3a(1) | Warsaw | 3,188 | 31 | 22 | 7 | 750 | 9,606 | 2 |
| Vitalia III(1) | Wrocław | 6,790 | 81 | 69 | 12 | 1,247 | 8,170 | - |
| Nova Królikarnia 2c(1) | Warsaw | 3,743 | 18 | 15 | 3 | 647 | 8,095 | - |
| Nova Królikarnia 3c(1) | Warsaw | 2,298 | 23 | 17 | 6 | 654 | 8,092 | - |
| Panoramika V(1) | Szczecin | 5,992 | 115 | 99 | 15 | 1,100 | 7,119 | 1 |
| Grunwald2(1) | Poznań | 14,456 | 268 | 253 | 13 | 1,026 | 7,032 | 2 |
| Nowe Warzymice I(1) | Szczecin | 3,234 | 54 | 29 | 16 | 1,037 | 6,316 | 9 |
| City Link III(1) | Warsaw | 18,763 | 368 | 363 | 5 | 541 | 5,942 | - |
| Miasto Moje III(1) | Warsaw | 10,176 | 196 | 182 | 13 | 869 | 5,628 | 1 |
| Grunwaldzka(2) | Poznań | 3,351 | 70 | - | 16 | 573 | 5,359 | 54 |
| Młody Grunwald I-III(1) | Poznań | 23,855 | 393 | 385 | 5 | 497 | 3,955 | 5 |
| Nova Królikarnia 3b(1) | Warsaw | 2,270 | 23 | 21 | 1 | 133 | 1,629 | 1 |
| Marina Miasto(1) | Wrocław | 6,196 | 151 | 148 | 3 | 138 | 1,260 | - |
| Verdis I-IV(1) | Warsaw | 26,858 | 452 | 447 | 2 | 156 | 1,327 | 4 |
| Viva Jagodno IIa(2) | Wrocław | 8,653 | 154 | - | 3 | 128 | 978 | 151 |
| Miasto Moje I(1) | Warsaw | 10,917 | 205 | 202 | 1 | 134 | 819 | 2 |
| Ursus Centralny Ia(1) | Warsaw | 7,542 | 138 | 136 | 1 | 83 | 726 | 1 |
| Panoramika IV(1) | Szczecin | 5,775 | 111 | 110 | 1 | 72 | 396 | - |
| Miasto Moje II(1) | Warsaw | 8,095 | 148 | 147 | 1 | 50 | 269 | - |
| Vitalia I(1) | Wrocław | 7,434 | 139 | 138 | - | - | 213 | 1 |
| Other(1) | other | n/a | n/a | n/a | 1 | 71 | 679 | 5 |
| Total excluding JV | 241,413 | 4,300 | 3,290 | 572 | 34,463 | 273,415 | 447 | |
| Wilanów tulip | Warsaw | 9,574 | 149 | 88 | 32 | 2,050 | 18,019 | 29 |
| Total including JV | 250,986 | 4,449 | 3,378 | 604 | 36,513 | 291,433 | 476 |
(1) For information on the completed projects see "Business highlights during the six months ended 30 June 2021 – A. Results breakdown by project".
(2) For information on current projects under construction, see "Outlook for the remaining period of 2021 – B. Current projects under construction and/or on sale".
(3) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%.
The table below presents further information on the value of the preliminary sales agreements (with a breakdown per city, exclusive of VAT) executed by the Group:
| Value of the preliminary sales agreements sold | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Location | during 6 months ended | Increase/(deacrease) | |||||||
| In thousands of Polish Zlotys (PLN) | 30 June 2021 | 30 June 2020 | In PLN | % | |||||
| Warsaw | 201,188 | 139,568 | 61,620 | 44.2% | |||||
| Wrocław | 30,857 | 22,844 | 8,013 | 35.1% | |||||
| Szczecin | 42,363 | 20,805 | 21,558 | 103.6% | |||||
| Poznań | 16,346 | 12,549 | 3,797 | 30.3% | |||||
| other | 679 | 359 | 320 | 89.2% | |||||
| Total | 291,433 | 196,125 | 95,308 | 48.6% |
The table below presents information on the projects for which the construction and/or sales process commenced during the six months ended 30 June 2021:
| Project name | Location | Number of units | Area of units (m2) |
|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 206 | 11,758 |
| Viva Jagodno IIa | Wrocław | 154 | 8,653 |
| Grunwaldzka | Poznań | 70 | 3,351 |
| Total | 430 | 23,762 |
For additional information see section "Outlook for the remaining period of 2021 – B. Current projects under construction and/or on sale".
The table below presents the summary of the signed preliminary and final purchase agreements of land during the period ended 30 June 2021:
| Location | Type of agreement |
Signed date | Agreement net value (million PLN) |
Paid net till 30 June 2021 (million PLN) |
Number of units |
Potential PUM |
|---|---|---|---|---|---|---|
| Poznań, Smardzewska | final | 11-Feb-21 | 26.0 | 26.0 | 352 | 17,000 |
| Warsaw, Epopei | preliminary | 23-Nov-20 | 20.0 | 13.4 | 432 | 20,700 |
| Warsaw, KEN | preliminary | 3-Mar-21 | 16.0 | 9.0 | 94 | 5,700 |
| Warsaw, Ursus | preliminary | 27-Jan-21 | 150.0 | 0.0 | 1860 | 100,000 |
| Warsaw, Studzienna | final | 18-Dec and 29-Jun-21 |
13.5 | 13.5 | 82 | 4,800 |
| Warsaw, Stojowskiego | preliminary | 2-Jun-21 | 13.2 | 3.0 | 184 | 11,000 |
| Warsaw, Wysockiego | preliminary | 2-Jun-21 | 14.0 | 4.0 | 125 | 9,500 |
| Total | 252.7 | 68.9 | 3,129 | 168,700 |
| Exchange rate of Polish Zloty versus Euro | ||||||
|---|---|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
||
| 2021 (6 months) | 4.540 | 4.454 | 4.660 | 4.521 | ||
| 2020 (6 months) | 4.414 | 4.228 | 4.604 | 4.466 | ||
| 2020 (12 months) Source: National Bank of Poland ("NBP") |
4.445 | 4.228 | 4.633 | 4.615 | ||
| Selected financial data | EUR | PLN | ||||
| (thousands, except per share data) | ||||||
| For the six months ended 30 June | ||||||
| 2021 | 2020 | 2021 | 2020 | |||
| Revenues | 54,389 | 57,336 | 246,905 | 253,099 | ||
| Gross profit | 9,602 | 15,143 | 43,590 | 66,847 | ||
| Profit/(loss) before taxation | 6,114 | 10,993 | 27,756 | 48,529 | ||
| Net profit/(loss) for the period attributable to the equity holders of the parent |
4,835 | 9,207 | 21,949 | 40,641 | ||
| Cash flows from/(used in) operating activities | 1,732 | 2,433 | 7,863 | 10,741 | ||
| Cash flows from/(used in) investing activities | - | (266) | - | (1,173) | ||
| Cash flows from/(used in) financing activities | 7,923 | (5,745) | 35,968 | (25,359) | ||
| Increase/(decrease) in cash and cash equivalents | 9,655 | (3,577) | 43,831 | (15,791) | ||
| Average number of equivalent shares (basic) | 162,447,328 | 163,285,842 | 162,447,328 | 163,285,842 | ||
| Net earnings/(loss) per share (basic and diluted) | 0.030 | 0.056 | 0.135 | 0.249 |
| Selected financial data | EUR | PLN | |||
|---|---|---|---|---|---|
| (thousands) | |||||
| As at | |||||
| 30 June 2021 |
31 December 2020 |
30 June 2021 |
31 December 2020 |
||
| Inventory and Land designated for development | 143,093 | 153,906 | 646,894 | 710,247 | |
| Total assets | 216,146 | 203,209 | 977,151 | 937,767 | |
| Advances received | 47,655 | 48,597 | 215,437 | 224,267 | |
| Long term liabilities | 46,208 | 40,204 | 208,899 | 185,534 | |
| Short term liabilities (including advances received) | 81,093 | 80,700 | 366,605 | 372,416 | |
| Equity attributable to the equity holders of the parent | 88,844 | 82,304 | 401,647 | 379,817 |
The net profit attributable to the equity holders of the parent company for the six months ended 30 June 2021 was PLN 21,949 thousand and can be summarized as follows:
| For 6 months ended 30 June |
||||
|---|---|---|---|---|
| 2021 | 2020 | change | ||
| PLN | ||||
| (thousands, except per share data) | nominal | % | ||
| Revenue from sales of residential units | 246,905 | 253,099 | (6,194) | -2.4% |
| Revenues | 246,905 | 253,099 | (6,194) | -2.4% |
| Cost of sales of residential units | (203,315) | (186,252) | (17,063) | 9.2% |
| Cost of sales | (203,315) | (186,252) | (17,063) | 9.2% |
| Gross profit | 43,590 | 66,847 | (23,257) | -34.8% |
| Selling and marketing expenses | (2,548) | (2,945) | 397 | -13.5% |
| Administrative expenses | (11,217) | (12,638) | 1,421 | -11.2% |
| Share of profit/(loss) from joint venture | (172) | (545) | 373 | -68.4% |
| Other expense | 25 | 8 | 17 | 213.7% |
| Result from operating activities | 29,678 | 50,727 | (21,049) | -41.5% |
| Finance income | 348 | 367 | (19) | -5.2% |
| Finance expense | (2,270) | (2,565) | 295 | -11.5% |
| Net finance income/(expense) | (1,922) | (2,198) | 276 | -12.6% |
| Profit/(loss) before taxation | 27,756 | 48,529 | (20,773) | -42.8% |
| Income tax benefit/(expenses) | (5,807) | (7,888) | 2,081 | -26.4% |
| Net profit/(loss) for the period before non controlling interests |
21,949 | 40,641 | (18,692) | -46.0% |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
21,949 | 40,641 | (18,692) | -46.0% |
| Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0.135 | 0.249 | (0.114) | -45.8% |
The revenue from sales and services of residential units decreased by PLN 6.2 million (2.4%) from PLN 253.1 million during the six months ended 30 June 2020 to PLN 246.9 million during the six months ended 30 June 2021, is primarily explained by the delivery of 445 units to the customers during the six months ended 30 June 2021, comparing to the 600 units delivered during the six months ended 30 June 2020 (in terms of fully owned projects).
Cost of sales of residential units increased by PLN 17.1 million (9.2%) from PLN 186.3 million during the six months ended 30 June 2020 to PLN 203.3 million during the six months ended 30 June 2021. The increase relates to a different mix of projects delivered to the customers characterized by a different profitability during the six months ended 30 June 2021 compared to the mix of projects delivered to customers during the six months ended 30 June 2020.
The gross margin from sales and services of residential units during the six months ended 30 June 2021 was 17.7% which decreased comparing to 26.3% during the six months ended 30 June 2020. The change in gross margin relates to a different mix of projects delivered to the customers characterized by a different profitability during the six months ended 30 June 2021 compared to the mix of projects delivered to customers during the six months ended 30 June 2020. During six months ended 30 June 2021 the projects that significantly impacted revenues and profitability of the Group were Ursus Centralny Ia and Vitalia III (contributed respectively PLN 9.1 million and PLN 8.3 million to the gross profit representing a gross profit margin of 17.9% and 18.1%). Compering to the period ended 30 June 2020 the project that significantly impacted revenues and profitability of the Group was City Link III in Warsaw (contributed PLN 55.6 million to the gross profit representing a gross profit margin of 38.7%).
Selling and marketing expenses decreased by PLN 0.4 million (13.5%) from PLN 2.9 million during the six months ended 30 June 2020 to PLN 2.5 million during the six months ended 30 June 2021, which is primarily explained by more effective management of selling and marketing costs as well as shortened sale period due to very high demand for apartment purchase. During the reporting period the Company adopted new marketing strategy adjusting to the new market situation, which contributed significantly to the increase of the number of units sales by 178 units reaching to 604 units in the period ended 30 June 2021 comparing to 426 units in the 6 months ended on 30 June 2020.
Finance income/(expenses) is accrued and capitalized as part of the cost price of inventory to the extent that is directly attributable to the construction of residential units. Unallocated finance income/(expenses) not capitalized is recognized in the statement of comprehensive income. Net finance expenses decreased by PLN 0.3 million (12.6%) from PLN 2.2 million during the six months ended 30 June 2020 to PLN 1.9 million during the six months ended 30 June 2021. It is mainly explained by lower interest rates during the period ended on 30 June 2021 comparing to the period ended on 30 June 2020 and partialy offset by higher bonds borrowing compared to the six months ended on 30 June 2020.
The following table presents selected details from the Interim Condensed Consolidated Statement of Financial Position in which material changes had occurred.
| As at 30 June 2021 |
As at 31 December 2020 |
|
|---|---|---|
| PLN (thousands) | ||
| Inventory and Land designated for development | 646,894 | 710,247 |
| Advances received | 215,437 | 224,267 |
| Loans and borrowings | 275,127 | 230,072 |
| Trade and other payables and accrued expenses | 56,061 | 58,347 |
The balance of Inventory and Residential landbank is PLN 646.9 million as at 30 June 2021 compared to PLN 710.2 million as at 31 December 2020. The change is primarily explained by purchases of land during the six months ended 30 June 2021 in the amount of PLN 35.9 million and investments in direct construction costs and capitalized finance costs for a total amount of PLN 102.7 million, which is partly offset by the recognized costs of sales in the total amount of PLN 203.6 million.
The balance of advances received is PLN 215.4 million as at 30 June 2021 compared to PLN 224.3 million as at 31 December 2020. The decrease is explained by advances received from clients regarding sales of units during the period ended 30 June 2021 for a total amount PLN 237.8 million, which was offseted by the revenues recognized from the sale of residential units for a total amount of PLN 246.4 million during the six months ended 30 June 2021.
The total of short-term and long-term loans and borrowings is PLN 275.1 million as at 30 June 2021 compared to PLN 230.1 million as at 31 December 2020. The increase in loans and borrowings is primarily explained by the effect of proceeds from issusing series W bonds in amount of PLN 100.0 million. Of the mentioned PLN 275.1 million, an amount of PLN 77.7 million comprises facilities maturing no later than 30 June 2022. The balance of bond loans comprises of: principal amount of PLN 275.2 million plus accrued interest of PLN 2.7 million minus one-time costs directly attributed to the bond issuances which are amortized based on the effective interest method (PLN 2.8 million). For additional information see Note 13 of the Interim Condensed Consolidated Financial Statements.
The balance of trade and other payables and accrued expenses is PLN 56.1 million as at 30 June 2021 compared to PLN 58.3 million as at 31 December 2020. The decrease is mainly explained by decrease of trade accounts payables related to constructions work (decrease by the total amount of PLN 5.8 million), partially offset by the increase of VAT payables and securities from general contractors in the total amount of PLN 3.7 million.
The Group funds its day-to-day operations principally from cash flow provided by its operating activities, loans and borrowings under its loan facilities.
The following table sets forth the cash flow on a consolidated basis:
| For the year ended 30 June |
For the year ended 30 June |
|||
|---|---|---|---|---|
| 2021 | 2020 | |||
| PLN (thousands) | PLN (thousands) | |||
| Cash flows from/(used in) operating activities | 7,863 | 10,741 | ||
| Cash flow from/(used in) investing activities | - | (1,173) | ||
| Cash flow (used in)/from financing activities | 35,968 | (25,359) |
The Company's net cash inflow from operating activities for the six months ended 30 June 2021 amounted to PLN 7.9 million which compares to a net cash inflow from operating activities during the six months ended 30 June 2020 amounted to PLN 10.7 million. The decrease is primarily explained by:
The above mentioned negative effect on the operational cash flow was partly offseted by:
The Company's net cash inflow used in financing activities amounted to PLN 36.0 million during the six months ended 30 June 2021 compared to a net cash outflow from financing activities amounted to PLN 25.4 million during the six months ended 30 June 2020. The change is primarily explained by:
The table below presents information on the total residential units in the completed projects/stages that the Group expects to sell and deliver during the remaining period of 2021:
| Number of residential units delivered (1) | Number of residential units expected to be delivered (1) |
|||||||
|---|---|---|---|---|---|---|---|---|
| Project name | Location | Until 31 December 2020 |
During the period ended 30 June 2021 |
Total units delivered |
Units sold not delivered as at 30 June 2021 |
Units for sale as at 30 June 2021 |
Total units expected to be delivered |
Total project |
| Ursus Centralny Ia | Warsaw | - | 123 | 123 | 14 | 1 | 15 | 138 |
| Miasto Moje III | Warsaw | 98 | 94 | 192 | 3 | 1 | 4 | 196 |
| Vitalia III | Wrocław | - | 81 | 81 | - | - | - | 81 |
| Nowe Warzymice I | Szczecin | - | 38 | 38 | 7 | 9 | 16 | 54 |
| Grunwald2 | Poznań | 236 | 27 | 263 | 3 | 2 | 5 | 268 |
| Nova Królikarnia 3b | Warsaw | - | 21 | 21 | 1 | 1 | 2 | 23 |
| Nova Królikarnia 3a | Warsaw | - | 19 | 19 | 10 | 2 | 12 | 31 |
| Panoramika V | Szczecin | 95 | 13 | 108 | 6 | 1 | 7 | 115 |
| Nova Królikarnia 2c | Warsaw | 7 | 9 | 16 | 2 | - | 2 | 18 |
| City Link III | Warsaw | 354 | 7 | 361 | 7 | - | 7 | 368 |
| Marina Miasto | Wrocław | 146 | 5 | 151 | - | - | - | 151 |
| Panoramika IV | Szczecin | 109 | 2 | 111 | - | - | - | 111 |
| Verdis I-IV | Warsaw | 441 | 2 | 443 | 5 | 4 | 9 | 452 |
| Młody Grunwald I-III | Poznań | 383 | 2 | 385 | 3 | 5 | 8 | 393 |
| Nova Królikarnia 2b | Warsaw | 26 | 1 | 27 | 1 | - | 1 | 28 |
| Sakura I-IV | Warsaw | 513 | 1 | 514 | - | 1 | 1 | 515 |
| Nova Królikarnia 3c | Warsaw | - | - | - | 23 | - | 23 | 23 |
| Other (old) projects | - | - | - | 2 | 7 | 9 | 9 | |
| Total | 2,408 | 445 | 2,853 | 87 | 34 | 121 | 2,974 |
(1) For the purpose of disclosing information related to the particular projects, the word "sell" ("sold") is used, with relation to signing the preliminary sale agreement with the client for the sale of the apartment; whereas the word "deliver" ("delivered") relates to the transferring of significant risks and rewards of the ownership of the residential unit to the client.
For information on the completed projects see "Business highlights during the six months ended 30 June 2021- A. Results breakdown by project".
The table below presents information on projects for which completion is scheduled in the remaining period of 2021, 2022 and in 2023. The Company has obtained valid building permits for all projects/stages and has commenced construction and /or sales.
| Project name | Location | Start date of construction |
Units sold until 30 June 2021 |
Units for sale as at 30 June 2021 |
Total units |
Total area of units (m2 ) |
Expected completion of construction |
|---|---|---|---|---|---|---|---|
| Viva Jagodno I | Wrocław, Jagodno, Buforowa st. | Q3 2019 | 118 | 3 | 121 | 6,241 | Q3 2021 |
| Ursus Centralny IIa | Warsaw, Ursus, Gierdziejewskiego st. | Q2 2020 | 250 | 1 | 251 | 13,509 | Q4 2021 |
| Miasto Moje IV | Warsaw, Bialoleka , Marwilska st. | Q1 2020 | 157 | 19 | 176 | 8,938 | Q4 2021 |
| Panoramika VI | Szczecin, Panoramiczna st. | Q2 2020 | 75 | - | 75 | 3,591 | Q4 2021 |
| Nowe Warzymice II | Szczecin, Duńska st. | Q4 2020 | 58 | 8 | 66 | 3,492 | Q2 2022 |
| Ursus Centralny Ib | Warsaw, Ursus, Gierdziejewskiego st. | Q4 2020 | 85 | 12 | 97 | 5,740 | Q3 2022 |
| Miasto Moje V | Warsaw, Bialoleka , Marwilska st. | Q4 2020 | 141 | 29 | 170 | 8,559 | Q4 2022 |
| Ursus Centralny IIb | Warsaw, Ursus, Gierdziejewskiego st. | Q1 2021 | 70 | 136 | 206 | 11,758 | Q4 2022 |
| Viva Jagodno IIa | Wrocław, Jagodno, Buforowa st. | Q2 2021 | 3 | 151 | 154 | 8,653 | Q4 2022 |
| Grunwaldzka | Poznań, Grunwaldzka st. | Q2 2021 | 16 | 54 | 70 | 3,351 | Q1 2023 |
| Subtotal excluding JV | 973 | 413 | 1,386 | 73,832 | |||
| Wilanów Tulip(1) | Warsaw, Wilanów, Syta st. | Q1 2019 | 120 | 29 | 149 | 9,574 | Q3 2021 |
| Subtotal including JV | 1,093 | 442 | 1,535 | 83,405 |
(1) The project is presented in the Interim Condensed Consolidated Financial Statements under Investment in joint venture; the Company's share in the project is 50%.
During the remaining period of 2021, the Company is considering the commencement of 7 stages for ongoing projects and 2 new projects (comprising in total 734 units with a total area of 48,250 m2 ), which the management believes are well-suited to current customer requirements, including smaller apartments at more economical prices. Furthermore, in order to minimize market risk, the Company's management dividing new projects into relatively smaller stages. In the event of any market disruption or difficulties with securing bank financing for the considered projects, the management may decide to suspend , postpone or alter its plan for the commencement of some of those projects.
The table below presents information on projects for which the commencement of construction works is scheduled in the remaining period of 2021.
| Total area of units | |||
|---|---|---|---|
| Project name | Location | Total units | (m2 ) |
| Nowe Warzymice III | Szczecin | 63 | 3,500 |
| Viva Jagodno IIb | Wrocław | 74 | 4,500 |
| Renaissance (Siekierki) | Warsaw | 92 | 4,800 |
| Falenty I | Warsaw | 40 | 3,300 |
| Miasto Moje VI | Warsaw | 227 | 11,700 |
| Ursus Centralny IIc | Warsaw | 195 | 11,100 |
| Nova Królikarnia 3d | Warsaw | 15 | 2,200 |
| Nova Królikarnia 4a | Warsaw | 5 | 1,350 |
| Nova Królikarnia 4b | Warsaw | 23 | 5,800 |
| Total | 734 | 48,250 |
The current volume and value of the preliminary sales agreements signed with the clients do not impact the Interim Condensed Consolidated Statement of Comprehensive Income immediately but only after final settlement (i.e upon signing of protocol for technical acceptance and transfer of the key to the client as well as obtaining full payment for the unit purchased) of the contracts with the customers. The table below presents the value of the preliminary sales agreements (excluding VAT) executed with the Company's clients in particular for units that have not been recognized in the Interim Condensed Consolidated Statement of Comprehensive Income:
| Project name | Location | Number of the sold but not delivered units signed with Clients |
Value of the preliminary sales agreements signed with clients |
Completed / expected completion of construction |
|
|---|---|---|---|---|---|
| Grunwald2(1) | Poznań | 3 | 1,549 | Completed | |
| Nova Królikarnia 2c(1) | Warsaw | 2 | 5,426 | Completed | |
| City Link III(1) | Warsaw | 7 | 7,748 | Completed | |
| Miasto Moje III(1) | Warsaw | 3 | 1,397 | Completed | |
| Panoramika V(1) | Szczecin | 6 | 2,898 | Completed | |
| Młody Grunwald I-III(1) | Poznań | 3 | 2,130 | Completed | |
| Nova Królikarnia 3a(1) | Warsaw | 10 | 12,081 | Completed | |
| Nova Królikarnia 3b(1) | Warsaw | 1 | 1,509 | Completed | |
| Nova Królikarnia 3c(1) | Warsaw | 23 | 28,111 | Completed | |
| Ursus Centralny Ia(1) | Warsaw | 14 | 6,508 | Completed | |
| Nowe Warzymice I(1) | Szczecin | 7 | 2,727 | Completed | |
| Other (old) projects(1) | 8 | 5,194 | Completed | ||
| Subtotal completed projects |
87 | 77,277 | |||
| Ursus Centralny IIa(2) | Warsaw | 250 | 104,994 | 2021 | |
| Viva Jagodno I(2) | Wrocław | 118 | 42,967 | 2021 | |
| Miasto Moje IV(2) | Warsaw | 157 | 56,184 | 2021 | |
| Panoramika VI(2) | Szczecin | 75 | 23,139 | 2021 | |
| Ursus Centralny Ib(2) | Warsaw | 85 | 40,571 | 2022 | |
| Miasto Moje V(2) | Warsaw | 141 | 50,863 | 2022 | |
| Nowe Warzymice II(2) | Szczecin | 58 | 18,673 | 2022 | |
| Ursus Centralny IIb(2) | Warsaw | 70 | 35,472 | 2022 | |
| Viva Jagodno IIa(2) | Wrocław | 3 | 978 | 2022 | |
| Grunwaldzka(2) | Poznań | 16 | 5,359 | 2023 | |
| Subtotal ongoing projects |
973 | 379,198 | |||
| Wilanów Tulip(2)/(3) | Warsaw | 120 | 65,884 | 2021 | |
| Subtotal project held by joint venture |
120 | 65,884 | |||
| Total | 1,180 | 522,360 |
(1) For information on the completed projects see "Business highlights during the six months ended 30 June 2021–A. Results breakdown by project".
(2) For information on current projects under construction and/or on sale, see under "B".
(3) This project is presented in the Interim Condensed Consolidated Financial Statements under Investment in joint ventures; the Company's share in this project is 50%.
To the best of the Company's knowledge, as at 9 August 2021, the following shareholders are entitled to exercise over 5% of the voting rights at the General Meeting of Shareholders in the Company:
| As of | As of | As of | |||
|---|---|---|---|---|---|
| 9 August 2021 | 30 June 2021 | 31 December 2020 | |||
| Shares | Number of shares / % of shares |
Change in number of shares |
Number of shares / % of shares |
Change in number of shares of shares |
Number of shares / % of shares |
| Shares issued: | 164 010 813 | - | 164 010 813 | - | 164 010 813 |
| I.T.R. Dori B.V. (1) Nationale Nederlanden |
108 349 187 66.06% 23 884 091 |
- - |
108 349 187 66.06% 23 884 091 |
- - 4 091 |
108 349 187 66.06% 23 880 000 |
| Otwarty Fundusz Emerytalny Metlife Otwarty Fundusz Emerytalny |
14.56% N/A Between 5%-10% |
- - |
14.56% N/A Between 5%-10% |
0% N/A N/A |
14.56% N/A Between 5%-10% |
| As of 9 August 2021 |
Change in | As of 30 June 2021 |
Change in | As of 31 December 2020 |
|
|---|---|---|---|---|---|
| Votes | Number of shares / % of shares |
number of shares(2) |
Number of shares / % of shares |
number of shares |
Number of shares / % of shares |
| Shares issued(2): | 162 442 859 | - | 162 442 859 | (78 719) | 162 521 578 |
| I.T.R. Dori B.V. | 108 349 187 | - | 108 349 187 | - | 108 349 187 |
| (1) | 66.70% | 66.70% | - | 66.67% | |
| Nationale Nederlanden Otwarty Fundusz |
23 884 091 | - | 23 884 091 | 4 091 | 23 880 000 |
| Emerytalny | 14.70% | 14.70% | 0.00% | 14.69% | |
| Metlife Otwarty Fundusz |
N/A | - | N/A | N/A | N/A |
| Emerytalny | Between 5%-10% | - | Between 5%-10% | N/A | Between 5%-10% |
(1) The subsidiaries of A. Luzon Group.
(2) The overall number of votes decreased by the amount of votes resulting from own shares held by the Company, as in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
The total number of own shares held by the Company as at 30 June 2021 was equal to 1,567,954 shares, which constitute 0.96% of the share capital of the Company and votes at the General Meeting. There were no changes in own shares until the publication date.
Mr Amos Luzon, member of the Supervisory Board, as at 31 December 2020 held 83.83%, while as at 30 June 2021 and as at the day preceding the publication of this report held 72.33% of the shares and voting rights in A. Luzon Group (to the best of the company's knowledge, inter alia through A. Luzon Properties and Investments Ltd., a private company owned by Mr Amos Luzon "99%"), and as a result, thus indirectly held a 54.83% of shares in the Company as at 31 December 2020, 47.30% as at 30 June 2021 and at the day preceding the publication of this report. Taking into account own shares held by the Company as at 31 December 2020, 30 June 2021 and as at the day preceding the publication of this report, Mr. Amos Luzon indirectly controlled following percentage of votes at those dates: 55.33%, 47.76% and 47.76%, respectively.
Mr Piotr Palenik, member of the Supervisory Board, as at 31 December 2020, 30 June 2021 and at the day preceding the publication of this report held 0.012% of the shares and voting rights in the Company (in total 20 thousand shares). Number of shares owned by the Company did not influence the percentage of votes held by Mr. Piotr Palenik after rounding.
On 27 May 2021 the Supervisory Board, acting pursuant to Article 8.1 of the articles of association of the Company, appointed, effective as of 1 June 2021, Ms. Karolina Bronszewska to the position of Marketing and Innovation Member of the Management Board of the Company for a five-year joint term of office of the Management Board, which commenced on 1 April 2019.
At the same time, the Management Board informs that in connection with the appointment of Ms. Karolina Bronszewska to the position of the Marketing and Innovation Management Board Member, the name of Mr. Andrzej Gutowski's position has changed from "Sales and Marketing Vicepresident" to "Sales Vicepresident".
During the six months ended 30 June 2021 there were the following changes in the Company's group structure:
All the above companies are 100% owned by Ronson Development SE.
The Company's group structure as at 30 June 2021 and 31 December 2020 is presented in the Note 7 to the Interim Condensed Consolidated Financial Statements.
The Group's activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate significantly during the year due to the seasonality.
The Management Board of Ronson Development SE does not publish any financial forecasts concerning the Group and the Company.
There were no transactions and balances with related parties during the six months ended 30 June 2021 other than the remuneration of the Management Board, loans granted to related parties within the Group, the reimbursement of audit review costs and the consulting services agreement with A. Luzon Group, the major (indirect) shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All transactions with related parties were performed based on market conditions.
As a result of requirements pertaining to A. Luzon Group, the Company's controlling shareholder, whose ultimate parent company is listed on the Tel Aviv Stock Exchange, the first quarter reports, semi-annual reports and third quarter reports are subject to a full scope review by the Company's auditors. For the Company itself, being domiciled in Poland and listed on the Warsaw Stock Exchange, only the semi-annual report is subject to a review. The Company has agreed with A. Luzon Group that the costs for the first and third quarter review will be shared between the Company and its shareholder. The Company considers having its first and third quarter report provided with a review report a benefit to all of its shareholders.
The Company prepared this Interim Financial Report for the six months ended 30 June 2021 in both English and Polish languages, while the Polish version is binding.
Please note that A. Luzon Group, the Company's controlling shareholder, is a company listed on the Tel Aviv Stock Exchange with the registered office in Raanana, Israel, and is subject to certain disclosure obligations. Some of the documents published by A. Luzon Group in performance of such obligations, available here: http://maya.tase.co.il (some of which are only available in Hebrew), may contain certain information relating to the Company.
There is no proceeding pending before a court, a complement arbitration authority or a public administration authority concerning liabilities or claims of Ronson Development SE or its subsidiaries, the value of which equaled at least 10% of the Company's equity.
During the six months ended 30 June 2021, the Company did not grant any guarantees.
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the six months ended 30 June 2021 was 73 compared to 74 during the six months ended 30 June 2020. There were no personnel employed in the Company.
The Company is mainly a holding company and management services provider with respect to the development of residential projects for its subsidiaries. The majority of the Company income are from the following sources: (i) interests from loans granted to subsidiaries for the development of projects, (ii) management fee received from subsidiaries for the provision of projects management services, and (iii) dividend received from subsidiaries. All above revenues are being eliminated on a consolidated level.
Below section presents main data on the Company activity that were not covered in other sections of this Management Board Report.
| Exchange rate of Polish Zloty versus Euro | |||||
|---|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
|
| 2021 (6 months) | 4.540 | 4.454 | 4.660 | 4.521 | |
| 2020 (6 months) | 4.414 | 4.228 | 4.604 | 4.466 | |
| 2020 (12 months) Source: National Bank of Poland ("NBP") |
4.445 | 4.228 | 4.633 | 4.615 |
| Selected financial data | EUR | PLN | |||
|---|---|---|---|---|---|
| (thousands, except per share data) | |||||
| For the 6 months ended 30 June | |||||
| 2021 | 2020 | 2021 | 2020 | ||
| Revenues from management services | 911 | 1,088 | 4,134 | 4,804 | |
| Financial income (wise majority from loans granted to subsidiaries) | 670 | 813 | 3,040 | 3,587 | |
| Financial expenses (wise majority from interest on bonds) | (1,366) | (1,162) | (6,201) | (5,128) | |
| Profit including results from subsidiaries | 4,845 | 9,207 | 21,949 | 40,640 | |
| Cash flows from/(used in) operating activities | (1,006) | (394) | (4,565) | (1,737) | |
| Cash flows from/(used in) investing activities | 3,744 | 846 | 16,995 | 3,737 | |
| Cash flows from/(used in) financing activities | 7,701 | (1,809) | 34,961 | (7,987) | |
| Increase/(decrease) in cash and cash equivalents | 10,440 | (1,356) | 47,392 | (5,987) | |
| Average number of equivalent shares (basic) | 162,447,328 | 163,285,842 | 162,447,328 | 163,285,842 | |
| Net earnings/(loss) per share (basic and diluted) | 0.030 | 0.056 | 0.135 | 0.249 | |
| Selected financial data | EUR PLN |
||||
| (thousands) |
| Aa at | ||||
|---|---|---|---|---|
| 30 June 2021 |
31 December 2020 |
30 June 2021 |
31 December 2020 |
|
| Investment in subsidiaries | 98,789 | 94,451 | 446,607 | 435,874 |
| Loan granted to subsidiaries | 34,146 | 34,746 | 154,365 | 160,347 |
| Total assets | 150,475 | 135,910 | 680,268 | 627,199 |
| Long term liabilities | 44,303 | 40,676 | 200,285 | 187,712 |
| Short term liabilities | 17,328 | 12,930 | 78,336 | 59,670 |
| Equity | 88,844 | 82,304 | 401,647 | 379,817 |
The Management Board of Ronson Development SE hereby declares that:
This Management Board Report of activities of the Company and the Group during the six months period ended 30 June 2021 was prepared and approved by the Management Board of the Company on 10 August 2021.
___________________ ___________________ Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales Director
___________________ ___________________
Karolina Bronszewska Member of the Management Board Marketing and Innovation Director
Warsaw, 10 August 2021
________________
| As at 30 June 2021 | As at 31 December 2020 | ||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Unaudited/Reviewed) | (Audited) |
| Assets Property and equipment |
8,302 | 8,797 | |
| Investment property | 8,952 | 8,956 | |
| Intangible fixed assets | 34 | 39 | |
| Non-current loans from joint ventures | 24 | 8,755 | 8,902 |
| Deferred tax assets | 17 | 9,124 | 9,037 |
| Land designated for development | 9 | 46,853 | 45,486 |
| Total non-current assets | 82,020 | 81,217 | |
| Inventory | 9 | 600,041 | 664,761 |
| Trade and other receivables and prepayments | 10 | 45,956 | 37,374 |
| Advances for Land | 25 | 29,200 | 3,700 |
| Income tax receivable | 460 | 338 | |
| Current loans from joint ventures | 24 | 1,224 | 1,039 |
| Other current financial assets | 39,320 | 14,239 | |
| Cash and cash equivalents | 178,930 | 135,099 | |
| Total current assets | 895,131 | 856,550 | |
| Total assets | 977,151 | 937,767 | |
| Equity | |||
| Share capital | 12,503 | 12,503 | |
| Share premium | 150,278 | 157,905 | |
| Treasury shares | (1,732) | (1,613) | |
| Retained earnings | 240,598 | 211,022 | |
| Total equity/Equity attributable to equity holders of the | |||
| parent | 401,647 | 379,817 | |
| Liabilities | |||
| Bond loans | 13 | 197,416 | 175,382 |
| Deferred tax liability | 17 | 10,874 | 9,562 |
| Lease liabilities related to perpetual usufruct of investment properties |
11 | 609 | 590 |
| Total non-current liabilities | 208,899 | 185,534 | |
| Trade and other payables and accrued expenses | 15 | 56,061 | 58,347 |
| Bond loans Other payables - interests accrued on bonds |
13 13 |
75,053 2,658 |
52,625 2,065 |
| Interest bearing deferred trade payables | 1,716 | 8,482 | |
| Advances received | 18 | 215,437 | 224,267 |
| Income tax payable | 3,403 | 11,734 | |
| Provisions | 577 | 994 | |
| Lease liabilities related to perpetual usufruct of land | 11 | 11,700 | 13,902 |
| Total current liabilities | 366,605 | 372,416 | |
| Total liabilities | 575,504 | 557,950 | |
| Total equity and liabilities | 977,151 | 937,767 |
| For the 6 months ended 30 June 2021 |
For the 3 months ended 30 June 2021 |
For the 6 months ended 30 June 2020 |
For the 3 months ended 30 June 2020 |
||
|---|---|---|---|---|---|
| PLN (thousands, except per share data and number of shares) |
Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenue from residential projects Revenue from sale of services |
246,425 480 |
153,873 240 |
252,605 494 |
85,629 243 |
|
| Revenue | 19 | 246,905 | 154,113 | 253,099 | 85,872 |
| Cost of sales | 19,9 | (203,315) | (127,796) | (186,252) | (64,872) |
| Gross profit | 43,590 | 26,317 | 66,847 | 21,000 | |
| Selling and marketing expenses | (2,548) | (1,270) | (2,945) | (1,504) | |
| Administrative expenses | (11,217) | (5,629) | (12,638) | (6,944) | |
| Share of profit/(loss) in joint ventures | 24 | (172) | 59 | (545) | (499) |
| Other expenses | (1,238) | (430) | (1,016) | (68) | |
| Other income | 1,263 | 255 | 1,024 | 501 | |
| Result from operating activities | 29,678 | 19,302 | 50,727 | 12,486 | |
| Finance income | 348 | 223 | 367 | 127 | |
| Finance expense | (2,270) | (1,288) | (2,565) | (1,507) | |
| Net finance income/(expense) | (1,922) | (1,065) | (2,198) | (1,380) | |
| Profit/(loss) before taxation | 27,756 | 18,237 | 48,529 | 11,106 | |
| Income tax benefit/(expense) | 16,17 | (5,807) | (3,896) | (7,888) | 147 |
| Profit for the period | 21,949 | 14,341 | 40,641 | 11,253 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
21,949 | 14,341 | 40,641 | 11,253 | |
| Total profit/(loss) for the period attributable | |||||
| to: equity holders of the parent |
21,949 | 14,341 | 40,641 | 11,253 | |
| Non-controlling interests | - | - | - | - | |
| Total profit/(loss) for the period, net of tax | 21,949 | 14,341 | 40,641 | 11,253 | |
| Total profit/(loss) for the period attributable | |||||
| to: | - | ||||
| equity holders of the parent | 21,949 | 14,341 | 40,641 | 11,253 | |
| Non-controlling interests | - | - | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
21,949 | 14,341 | 40,641 | 11,253 | |
| Weighted average number of ordinary shares (basic and diluted) |
162,447,328 | 162,442,859 | 163,285,842 | 163,873,259 | |
| In Polish Zlotys (PLN) | |||||
| Net earnings/(loss) per share attributable to the equity holders of the parent basic |
0.135 | 0.088 | 0.249 | 0.069 | |
| Net earnings/(loss) per share attributable to the equity holders of the parent diluted |
0.135 | 0.088 | 0.249 | 0.069 |
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total Equity/ Equity attributable to the Equity holders of the parent |
|---|---|---|---|---|---|
| Balance at 1 January 2021 | 12,503 | 157,905 | (1,613) | 211,022 | 379,817 |
| Comprehensive income: | |||||
| Profit for the six months ended 30 June 2021 | - | - | - | 21,949 | 21,949 |
| Own shares acquired | - | - | (119) | - | (119) |
| Reclassification of 2019 net result from Share premium to retained earnings(1) |
- | (7,627) | - | 7,627 | - |
| Balance at 30 June 2021 (Reviewed/ Unaudited) |
12,503 | 150,278 | (1,732) | 240,598 | 401,647 |
(1) change of presentation of allocation of net result for the year 2019 from Share premium to Retained earnings
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings(1) |
Total Equity/ Equity attributable to the Equity holders of the parent |
|---|---|---|---|---|---|
| Balance at 1 January 2020 | 12,503 | 150,278 | (580) | 188,293 | 350,494 |
| Comprehensive income: | |||||
| Profit for the six months ended 30 June 2020 | - | - | - | 40,641 | 40,641 |
| Own shares acquired | - | - | (50) | - | (50) |
| Declaration of dividends | - | - | - | (9,840) | (9,840) |
| Balance at 30 June 2020 (Reviewed/ Unaudited) |
12,503 | 150,278 | (630) | 219,094 | 381,245 |
(1) In order to fund the purchase of own shares under the buyback program, a capital reserve (within retained earnings) was established for an amount of PLN 2,000 thousand. The capital reserve was subsequently reduced by the amount of the consideration paid for the shares bought back. The amount of capital reserve as at 24 January 2020 (lasting date of authorization granted to the Management Board for the purchase of own shares) amounted to PLN 1,573 thousand and was presented as a part of the retained earnings.As at 25 January 2020 the capital reserve was liquidated.
| For the six months ended 30 June | 2021 | 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from/(used in) operating activities | |||
| Profit/(loss) for the period | 21,949 | 40,641 | |
| Adjustments to reconcile profit for the period to net cash used in | |||
| operating activities | |||
| Depreciation | 503 | 547 | |
| Write-down of inventory | 20 | (2,213) | - |
| Finance expense | 2,270 | 2,498 | |
| Finance income | (344) | (367) | |
| Purchases of land | 9,25 | (35,906) | (3,000) |
| Loss/(profit) on sale of property and equipment | - | (14) | |
| Share of loss /(profit) from joint ventures | 182 | 545 | |
| Income tax expense/(benefit) | 5,807 | 7,888 | |
| Subtotal | (7,751) | 48,738 | |
| Decrease/(increase) in inventory and land designated for | 9 | ||
| development | 104,065 | 71,343 | |
| Acqustion of Nova Królikarnia project | 12 | - | (36,924) |
| Decrease/(increase) in advances for land | 25 | (20,000) | - |
| Decrease/(increase) in trade and other receivables and prepayments | 10 | (14,416) | 5,021 |
| Decrease/(increase) in other current financial assets | (25,081) | 3,426 | |
| Increase/(decrease) in trade and other payables and accrued expenses | 25 | (1,965) | 7,956 |
| Increase/(decrease) in provisions | (417) | (514) | |
| Increase/(decrease) in advances received | 18 | (8,830) | (81,788) |
| Subtotal | 25,604 | 17,258 | |
| Interest paid | 13 | (4,703) | (4,989) |
| Interest received | - | 180 | |
| Income tax received/(paid) | (13,038) | (1,708) | |
| Net cash from/(used in) operating activities | 7,863 | 10,741 | |
| Cash flows from/(used in) investing activities | |||
| Loans granted to joint ventures | - | (1,126) | |
| Proceeds from sale of property and equipment | - | (47) | |
| Net cash from/(used in) investing activities | - | (1,173) | |
| Cash flows (used in)/from financing activities | |||
| Proceeds from bank loans, net of bank charges | - | 25,036 | |
| Repayment of bank loans | - | (37,578) | |
| Proceeds from bond loans, net of issue costs | 13 | 96,387 | - |
| Repayment of bond loans | 13 | (52,707) | (10,000) |
| Proceeds from loans from other | (6,674) | (1,500) | |
| Payment of perpetual usufruct rights | 11 | (919) | (1,267) |
| Buy-back of shares | 25 | (119) | (50) |
| Net cash from/(used in) financing activities | 35,968 | (25,359) | |
| Net change in cash and cash equivalents | 43,832 | (15,791) | |
| Cash and cash equivalents at beginning of period | 135,099 | 95,591 | |
| Cash and cash equivalents at end of period | 178,931 | 79,800 |
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 30 June 2021:
The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 30 June 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
The Interim Condensed Consolidated Financial Statements of the Company have been prepared for the six months ended 30 June 2021 and contain comparative data for the six months ended 30 June 2020 and as at 31 December 2020. The Interim Condensed Consolidated Financial Statements of the Company for the six months ended 30 June 2021 with all its comparative data have been reviewed by the Company's external auditors.
As at 30 June 2021, the Groups' market capitalization was below the value of net assets. The Company's Management took appropriate steps to review the accounts in respect if there is any additional impairment required and found no basis for it. The Management verified that the forecast margin potential in respect of the inventory is significantly positive.
The information about the companies from which the financial data are included in these Interim Condensed Consolidated Financial Statements and the extent of ownership and control are presented in Note 7.
The Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2021 were authorized for issuance by the Management Board on 10 August 2021 in both English and Polish languages, while the Polish version is binding.
These Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim financial reporting".
The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2020 prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union. At the date of authorization of these Interim Condensed Consolidated Financial Statements, in light of the nature of the Group's activities, the IFRSs issued by IASB are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The Consolidated Financial Statements of the Group for the year ended 31 December 2020 are available upon request from the Company's registered office at Al. Komisji Edukacji Narodowej 57, Warsaw, Poland or at the Company's website: www.ronson.pl.
These Interim Condensed Consolidated Financial Statements have been prepared on the assumption that the Group is a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of its operations. Further explanation and analyzes on significant changes in financial position and performance of the Company during the six months ended 30 June 2021 are included in the Management Board Report on pages 3 through 21.
Except as described below, the accounting policies applied by the Company and the Group in these Interim Condensed Consolidated Financial Statements are the same as those applied by the Company in its consolidated financial statements for the year ended 31 December 2020.
The following standards and amendments became effective as of 1 January 2021.
The impact of the above amendments and improvements to IFRSs has been analysed by the Management. Based on the first assessment the amendtments do not impact the Annual Consolidated Financial Statements of the Group nor the Interim Condensed Consolidated Financial Statements of the Groups.
Certain new accounting standards and interpretations have been published that are not mandatory for 2021 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity or the Group in the current or future reporting periods and on foreseeable future transactions.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Consolidated Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2020.
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The Interim Condensed Cpnsolidated Financial Statements are presented in thousands of Polish Zloty ("PLN"), which is the functional currency of the Parent Company and the Group's presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in currencies other than the functional currency are recognized in the statement of comprehensive income.
The Group's activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate significantly during the year due to the seasonality.
The details of the companies whose financial statements have been included in these Interim Condensed Consolidated Financial Statements, the year of incorporation and the percentage of ownership and voting rights directly held or indirectly by the Company, are presented below and on the following page.
| Entity name | Share of ownership & voting rights at the end of |
|||
|---|---|---|---|---|
| 30 June 2021 |
31 December 2020 |
|||
| a. | held directly by the Company: | |||
| 1 | Ronson Development Management Sp. z o.o. | 1999 | 100% | 100% |
| 2 | Ronson Development Warsaw Sp. z o.o. | 2000 | 100% | 100% |
| 3 | Ronson Development Investment Sp. z o.o. | 2011 | 100% | 100% |
| 4 | Ronson Development Metropol Sp. z o.o. | 2011 | 100% | 100% |
| 5 | Ronson Development Creations Sp. z o.o. | 2005 | 100% | 100% |
| 6 | Ronson Development Sp. z o.o. | 2006 | 100% | 100% |
| 7 | Ronson Development Construction Sp. z o.o. | 2006 | 100% | 100% |
| 8 | City 2015 Sp. z o.o. | 2006 | 100% | 100% |
| 9 | Ronson Development Village Sp. z o.o. (1) | 2007 | 100% | 100% |
| 10 | Ronson Development Skyline Sp. z o.o. | 2007 | 100% | 100% |
| 11 | Ronson Development Universal Sp. z o.o. (1) | 2007 | 100% | 100% |
| 12 | Ronson Development South Sp. z o.o. | 2007 | 100% | 100% |
| 13 | Ronson Development Partner 5 Sp. z o.o. | 2007 | 100% | 100% |
| 14 | Ronson Development Partner 4 Sp. z o.o. | 2007 | 100% | 100% |
| 15 | Ronson Development North Sp. z o.o. | 2007 | 100% | 100% |
| 16 | Ronson Development Providence Sp. z o.o. | 2007 | 100% | 100% |
| 17 | Ronson Development Finco Sp. z o.o. | 2009 | 100% | 100% |
| 18 | Ronson Development Partner 2 Sp. z o.o. | 2009 | 100% | 100% |
| 19 | Ronson Development Partner 3 Sp. z o.o. | 2012 | 100% | 100% |
| 20 | Ronson Development Studzienna Sp. z o.o. (previously: ACG 23 Sp. z o.o.) | 2019 | 100% | 100% |
| 21 | Ronson Development SPV1 Sp. z o.o. (2) | 2021 | 100% | n/a |
| 22 | Ronson Development SPV2 Sp. z o.o. (2) | 2021 | 100% | n/a |
| 23 | Ronson Development SPV3 Sp. z o.o. (2) | 2021 | 100% | n/a |
| 24 | Ronson Development SPV4 Sp. z o.o. (2) | 2021 | 100% | n/a |
| 25 | Ronson Development SPV5 Sp. z o.o. (3) | 2021 | 100% | n/a |
| 26 | Ronson Development SPV6 Sp. z o.o. (3) | 2021 | 100% | n/a |
| b. | held indirectly by the Company : | |||
| 27 | Nova Królikarnia B.V. (Company with the registered office in the Netherlands) | 2016 | 100% | 100% |
| 28 | AGRT Sp. z o.o. | 2007 | 100% | 100% |
| 29 | Ronson Development Partner 4 Sp. z o.o. – Panoramika Sp.k. | 2007 | 100% | 100% |
| 30 | Ronson Development Sp. z o.o. - Estate Sp.k. | 2007 | 100% | 100% |
| 31 | Ronson Development Sp. z o.o. - Home Sp.k. | 2007 | 100% | 100% |
| 32 | Ronson Development Sp. z o.o. - Horizon Sp.k. | 2007 | 100% | 100% |
| 33 | Ronson Development Partner 3 Sp. z o.o. - Sakura Sp.k. | 2007 | 100% | 100% |
| 34 | Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k. | 2009 | 100% | 100% |
| 35 | Ronson Development Sp. z o.o. - Apartments 2011 Sp.k. | 2009 | 100% | 100% |
| 36 | Ronson Development Sp. z o.o. - Idea Sp.k. | 2009 | 100% | 100% |
| 37 | Ronson Development Partner 2 Sp. z o.o. – Destiny 2011 Sp.k. | 2009 | 100% | 100% |
| 38 | Ronson Development Partner 2 Sp. z o.o. - Enterprise 2011 Sp.k. | 2009 | 100% | 100% |
| 39 | Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k. | 2009 | 100% | 100% |
| 40 | Ronson Development Partner 5 Sp. z o.o - Vitalia Sp.k. | 2009 | 100% | 100% |
| 41 | Ronson Development Sp. z o.o. - 2011 Sp.k. | 2009 | 100% | 100% |
| 42 | Ronson Development Sp. z o.o. - Gemini 2 Sp.k. | 2009 | 100% | 100% |
| Entity name | Year of incorporation |
Share of ownership & voting rights at the end of |
|||
|---|---|---|---|---|---|
| 30 June 2021 |
31 December 2020 |
||||
| b. | held indirectly by the Company : | ||||
| 43 | Ronson Development Sp. z o.o. - Verdis Sp.k. | 2009 | 100% | 100% | |
| 44 | Ronson Espresso Sp. z o.o. | 2006 | 100% | 100% | |
| 45 | Retreat Sp. z o.o. | 2010 | 100% | 100% | |
| 46 | Ronson Development Nautica 2010 Sp. z o.o. | 2010 | 100% | 100% | |
| 47 | Ronson Development Sp. z o.o. - Naturalis Sp.k. | 2011 | 100% | 100% | |
| 48 | Ronson Development Sp. z o.o. - Impressio Sp.k. | 2011 | 100% | 100% | |
| 49 | Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k | 2011 | 100% | 100% | |
| 50 | Ronson Development Sp. z o.o. - Providence 2011 Sp.k. | 2011 | 100% | 100% | |
| 51 | Ronson Development Partner 2 Sp. z o.o. - Capital 2011 Sp. k. | 2011 | 100% | 100% | |
| 52 | Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k. | 2011 | 100% | 100% | |
| 53 | Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k. | 2012 | 100% | 100% | |
| 54 | Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k. | 2012 | 100% | 100% | |
| 55 | Ronson Development sp. z o.o. – Ursus Centralny Sp. k. | 2012 | 100% | 100% | |
| 56 | Ronson Development Sp. z o.o. - City 4 Sp.k. | 2016 | 100% | 100% | |
| 57 | Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k. | 2016 | 100% | 100% | |
| 58 | Ronson Development Sp. z o.o. Grunwaldzka" Sp.k. | 2016 | 100% | 100% | |
| 59 | Ronson Development Sp. z o.o. - Projekt 3 Sp.k. | 2016 | 100% | 100% | |
| 60 | Ronson Development Sp. z o.o. - Projekt 4 Sp.k. | 2017 | 100% | 100% | |
| 61 | Ronson Development Sp. z o.o. - Projekt 5 Sp.k. | 2017 | 100% | 100% | |
| 62 | Ronson Development Sp. z o.o. - Projekt 6 Sp.k. | 2017 | 100% | 100% | |
| 63 | Ronson Development Sp. z o.o. - Projekt 7 Sp.k. | 2017 | 100% | 100% | |
| 64 | Ronson Development Sp. z o.o. - Projekt 8 Sp.k. | 2017 | 100% | 100% | |
| 65 | Bolzanus Limited (Company with the registered office in Cyprus) | 2013 | 100% | 100% | |
| 66 | Park Development Properties Sp. z o.o. - Town Sp.k. | 2007 | 100% | 100% | |
| 67 | Tras 2016 Sp. z o.o. | 2011 | 100% | 100% | |
| 68 | Park Development Properties Sp. z o.o. | 2011 | 100% | 100% | |
| 69 | Jasminova 2016 Sp. z o.o. | 2016 | 100% | 100% | |
| 70 | Town 2016 Sp. z o.o. | 2016 | 100% | 100% | |
| 71 | Enterprise 2016 Sp. z o.o. | 2016 | 100% | 100% | |
| 72 | Wrocław 2016 Sp. z o.o. | 2016 | 100% | 100% | |
| 73 | Darwen Sp. z o.o. | 2017 | 100% | 100% | |
| 74 | Truro Sp. z o.o. | 2017 | 100% | 100% | |
| 75 | Tregaron Sp. z o.o. | 2017 | 100% | 100% | |
| 76 | Totton Sp. z o.o. | 2017 | 100% | 100% | |
| 77 | Tring Sp. z o.o. | 2017 | 100% | 100% | |
| 78 | Thame Sp. z o.o. | 2017 | 100% | 100% | |
| 79 | Troon Sp. z o.o. | 2017 | 100% | 100% | |
| 80 | Tywyn Sp. z o.o. | 2018 | 100% | 100% | |
| c. | other which are not subject to consolidation: | ||||
| 81 | Coralchief sp. z o.o. | 2018 | 50% | 50% | |
| 82 | Coralchief sp. z o.o. - Projekt 1 sp. k. | 2016 | 50% | 50% | |
| 83 | Ronson IS sp. z o.o. | 2009 | 50% | 50% | |
| 84 | Ronson IS sp. z o.o. sp. k. | 2012 | 50% | 50% |
(1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria Radcy Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
(2) Companies created and registered in KRS in first quarter of 2021
(3) Companies created and registered in KRS in second quarter of 2021
The Group's operating segments are defined as separate entities developing particular residential projects, which for reporting purposes were aggregated. The aggregation for reporting purpose is based on geographical locations (Warsaw, Poznań, Wrocław and Szczecin) and type of activity (development of apartments, development of houses). Moreover, for two particular assets the reporting was based on type of income: rental income from investment property. The segment reporting method requires also the Company to present separately joint venture within Warsaw segment. There has been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss from the last annual financial statements. There is no aggregation of the services to one Client, the revenue is distracted to many clients, mostly individual clients.
According to the Management Board's assessment, the operating segments identified have similar economic characteristics. Aggregation based on the type of development within the geographical location has been applied since primarily the location and the type of development determine the average margin that can be realized on each project and the project's risk factors. Considering the fact that the construction process for apartments is different from that for houses and considering the fact that the characteristics of customers buying apartments slightly differ from those of customers interested in buying houses, aggregation by type of development within the geographical location has been used for segment reporting and disclosure purposes.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated indirectly based on reasonable criteria. Unallocated assets comprise mainly unallocated cash and cash equivalents and income tax assets. Unallocated liabilities comprise mainly income tax liabilities and Bond loans. The unallocated result (loss) comprises mainly head office expenses. IFRS adjustments represents the elimination of the Joint venture segment for reconciliation of the profit (loss), assets and liabilities to the consolidated numbers. Joint ventures are accounted using the equity method.
Data presented in the table below are aggregated by type of development within the geographical location:
| As at 30 June 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | ||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Segment assets Unallocate |
564,695 | 76,053 | 75,951 | 9,776 | 62,850 | - | 78,862 | - | 81,299 | - | - | (65,972) | 883,513 |
| d assets | - | - | - | - | - | - | - | - | - | - | 93,638 | - | 93,638 |
| Total assets |
564,695 | 76,053 | 75,951 | 9,776 | 62,850 | - | 78,862 | - | 81,299 | - | 93,638 | (65,972) | 977,151 |
| Segment liabilities Unallocate |
209,559 | 4,605 | 68,340 | 784 | 2,825 | - | 37,653 | - | 21,263 | - | - | (68,340) | 276,690 |
| d liabilities | - | - | - | - | - | - | - | - | - | - | 298,814 | - | 298,814 |
| Total liabilities |
209,559 | 4,605 | 68,340 | 784 | 2,825 | - | 37,653 | - | 21,263 | - | 298,814 | (68,340) | 575,504 |
In thousands of Polish Zlotys (PLN)
In thousands of Polish Zlotys (PLN)
| As at 31 December 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocated | IFRS adjustments |
Total | |||||||
| Apartments | Houses | Joint venture | Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Segment assets |
417,474 | 224,241 | 57,143 | 9,797 | 39,602 | - | 86,106 | - | 72,486 | - | - | (47,202) | 859,648 |
| Unallocated assets |
- | - | - | - | - | - | - | - | - | - | 78,119 | - | 78,119 |
| Total assets |
417,474 | 224,241 | 57,143 | 9,797 | 39,602 | - | 86,106 | - | 72,486 | - | 78,119 | (47,202) | 937,767 |
| Segment liabilities |
187,191 | 64,058 | 48,937 | 1,552 | 5,601 | - | 45,123 | - | 11,047 | - | - | (48,937) | 314,572 |
| Unallocated liabilities |
- | - | - | - | - | - | - | - | - | - | 243,378 | - | 243,378 |
| Total liabilities |
187,191 | 64,058 | 48,937 | 1,552 | 5,601 | - | 45,123 | - | 11,047 | - | 243,378 | (48,937) | 557,950 |
| In thousands of Polish Zlotys (PLN) | For the six months ended 30 June 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | |||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | |||||
| Revenue/Revenu e from external services(1) |
141,569 | 22,321 | - | 391 | 15,453 | - | 47,998 | - | 19,173 | - | - | - | 246,905 | |
| Segment result | 21,546 | 3,536 | (472) | (11) | 4,500 | - | 7,519 | - | 3,191 | - | - | 472 | 40,282 | |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (10,604) | - | (10,604) | |
| Result from operating activities |
21,546 | 3,536 | (472) | (11) | 4,500 | - | 7,519 | - | 3,191 | - | (10,604) | 472 | 29,678 | |
| Net finance income/ (expenses) |
(79) | (48) | 287 | 99 | (13) | - | (36) | - | (105) | - | (1,739) | (287) | (1,922) | |
| Profit/(loss) before tax |
21,467 | 3,488 | (185) | 88 | 4,487 | - | 7,483 | - | 3,086 | - | (12,343) | 185 | 27,756 | |
| Income tax expenses Profit/(loss) for the period |
(5,807) 21,949 |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
| In thousands of Polish Zlotys (PLN) | For the six months ended 30 June 2020 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw Joint |
Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | ||||||||||
| Apartments | Houses | venture | Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||||
| Revenue/Reven ue from external services(1) |
151,476 | 1,400 | 1,897 | 418 | 38,138 | - | 36,638 | - | 25,029 | - | - | (1,897) | 253,099 | ||
| Segment result Unallocated result |
55,340 - |
216 - |
(191) - |
196 - |
9,082 - |
- - |
(1,718) - |
- - |
(371) - |
- - |
- (11,473) |
(354) - |
62,200 (11,473) |
||
| Result from operating activities |
55,340 | 216 | (191) | 196 | 9,082 | - | (1,718) | - | (371) | - | (11,473) | (354) | 50,727 | ||
| Net finance income/ (expenses) |
(286) | (11) | (932) | (9) | (15) | - | (366) | - | (9) | - | (1,502) | 932 | (2,198) | ||
| Profit/(loss) before tax |
55,054 | 205 | (1,123) | 187 | 9,067 | - | (2,084) | - | (380) | - | (12,975) | 578 | 48,529 | ||
| Income tax expenses Profit/(loss) for the period |
(7,888) 40,641 |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
| In thousands of Polish Zlotys (PLN) |
For the three months ended 30 June 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin Unallocated |
IFRS adjustments |
Total | |||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Revenue/Revenue from external services(1) |
107,157 | 13,234 | (25) | 194 | 6,318 | - | 10,579 | - | 16,632 | - | - | 25 | 154,113 |
| Segment result | 16,468 | 2,329 | (267) | 48 | 1,428 | - | 1,409 | - | 2,604 | - | - | 267 | 24,287 |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (4,986) | - | (4,986) |
| Result from operating activities |
16,468 | 2,329 | (267) | 48 | 1,428 | - | 1,409 | - | 2,604 | - | (4,986) | 267 | 19,302 |
| Net finance income/ (expenses) |
(84) | (21) | 240 | (11) | (13) | - | (8) | - | (33) | - | (893) | (240) | (1,064) |
| Profit/(loss) before taxation |
16,384 | 2,308 | (27) | 36 | 1,415 | - | 1,401 | - | 2,571 | - | (5,879) | 27 | 18,237 |
| Income tax expense | (3,896) | ||||||||||||
| Profit/(loss) for the period |
14,341 |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
| In thousands of Polish Zlotys (PLN) | For the three months ended 30 June 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | ||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Revenue/Revenue from external services(1) |
29,636 | - | 231 | 418 | 38,126 | - | 15,392 | - | 2,500 | - | - | (231) | 85,872 |
| Segment result | 11,780 | 32 | (390) | (235) | 8,964 | - | (1,296) | - | (340) | - | - | (109) | 18,406 |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (5,920) | - | (5,920) |
| Result from operating activities |
11,780 | 32 | (390) | (235) | 8,964 | - | (1,296) | - | (340) | - | (5,920) | (109) | 12,486 |
| Net finance income/ (expenses) |
(201) | (2) | (801) | - | (3) | - | (353) | - | (9) | - | (812) | 801 | (1,380) |
| Profit/(loss) before tax |
11,579 | 30 | (1,191) | (235) | 8,961 | - | (1,649) | - | (349) | - | (6,732) | 692 | 11,106 |
| Income tax expenses Profit/(loss) for the period |
147 11,253 |
||||||||||||
| Capital expenditure |
(70) | - | - | - | - | - | - | - | - | - | - | - | (70) |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
Movements in Inventory during the six months ended 30 June 2021 were as follows:
| In thousands of Polish Zlotys (PLN) | As at 31 December 2020 |
Transferred to finished units |
Additions | As at 30 June 2021 |
|
|---|---|---|---|---|---|
| Land and related expense | 294,430 | - | (40,647) | 38,093 | 291,876 |
| Construction costs | 194,539 | - | (130,956) | 89,412 | 153,305 |
| Planning and permits | 16,760 | - | (2,980) | 2,901 | 16,681 |
| Borrowing costs (1) | 34,844 | - | (3,596) | 4,636 | 35,884 |
| Borrowing costs on lease and deprecation perpetual usufruct right(2) |
2,758 | - | (344) | 503 | 2,917 |
| Other | 3,839 | - | (1,768) | 3,504 | 5,575 |
| Work in progress | 547,170 | - | (180,290) | 139,049 | 506,239 |
| In thousands of Polish Zlotys (PLN) | As at 31 December 2020 |
Transferred from work in progress |
Recognized in the statement of comprehensive income |
As at 30 June 2021 |
|
| Finished goods | 109,419 | - | 180,290 | (203,614) | 86,095 |
| In thousands of Polish Zlotys (PLN) | As at 31 December 2020 |
Increase | Revaluation write-down recognized in statement of comprehensive income Utilization |
As at 30 June 2021 |
|
| Write-down | (5,503) | - | - | 1,184 | (4,319) |
| As at 31 December |
Recalculation | Transfer to Other | As at |
| In thousands of Polish Zlotys (PLN) | 2020 | adjustment | Depreciation | receivables | 30 June 2021 |
|---|---|---|---|---|---|
| Perpetual usufruct right | 13,675 | 32 | (88) | (1,594) | 12,026 |
| Inventory, valued at lower of - cost | |||||
| and net realisable value | 664,761 | 600,041 |
(1) Borrowing costs are capitalized to the value of inventory with 4.2158% average effective capitalization interest rate.
(2) For additional information see note 11.
Plots of land purchased for development purposes on which construction is not planned within a period of three years has been reclassified as Residential landbank presented within Non-current assets. The table below presents the movement in the Residential landbank:
| For the 6 months | For the year ended | |
|---|---|---|
| In thousands of Polish Zloty (PLN) | ended 30 June 2021 | 31 December 2020 |
| Opening balance | 45,486 | 44,321 |
| Reclassified from inventory | - | 31,920 |
| Moved to inventory | - | (28,750) |
| Write-down adjustment | 1,367 | (2,005) |
| Total closing balance | 46,853 | 45,486 |
| Closing balance includes: | ||
| Book value | 50,043 | 50,043 |
| Write-down | (3,189) | (4,557) |
| Total Closing balance | 46,853 | 45,486 |
| In thousands of Polish Zlotys (PLN) | As at 30 June 2021 |
As at 31 December 2020 |
|---|---|---|
| Value added tax (VAT) receivables | 18,623 | 12,748 |
| Trade and other receivables | 8,743 | 8,649 |
| Trade and other receivables (operational leasing - IFRS 16) | 1,064 | 1,377 |
| Bid bond | 1,437 | 1,437 |
| Notary's deposit | 8,610 | 6,765 |
| Prepayments(1) | 7,479 | 6,398 |
| Total trade and other receivables and prepayments | 45,956 | 37,374 |
(1) The capitalized costs relating to obtaining the contracts have been presented in this line and amounted to PLN 3.1 m for the 6 months ended 30 June 2021 year and PLN 3.7 m for the year ended 31 December 2020.
The movement on the right of use assets and lease liabilities during the period ended 30 June 2021 is presented below:
| In thousands of Polish Zlotys (PLN) | 1 January 2021 |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment |
Completion of projects |
30 June 2021 |
|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
13,675 | (88) | - | 32 | (1,594) | 12,026 |
| Right of use assets related to investment property |
553 | (2) | - | - | n.a | 551 |
| In thousands of Polish Zlotys (PLN) | 1 January 2021 |
Finance expense |
Payments | Recalculation adjustment |
Completion of projects |
30 June 2021 |
|---|---|---|---|---|---|---|
| Lease liabilities related to inventory |
13,902 | 416 | (919) | (90) | (1,607) | 11,700 |
| Lease liabilities related to investment property |
590 | 19 | - | - | n.a | 609 |
The movement on the right of use assets and lease liabilities during the period ended 31 December 2020 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2020 |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment |
Transfer to trade receivables |
31 December 2020 |
|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
23,120 | (268) | - | - | (9,177) | 13,675 |
| Right of use assets related to investment property |
553 | n.a | - | - | n.a | 553 |
| In thousands of Polish Zlotys (PLN) |
1 January 2020 |
Finance expense |
Payments | Recalculation adjustment |
Transfer to trade payables |
31 December 2020 |
| Lease liabilities related to inventory |
23,549 | 912 | (1,268) | - | (9,291) | 13,902 |
| Lease liabilities related to investment property |
552 | 37 | - | - | n.a | 590 |
During the year 2019, the Company (via its subsidiary) exercised first and second call option under the Call Option Agreements for the total price of PLN 33.9 million and PLN 35.1 million, respectively. Additionally, on 9 April 2020, the Company (via its subsidiary) exercised that last (third) call option under the Call Option Agreement in total amount of PLN 9.9 million. All payments concerning realization of all three call options were made according to the abovementioned schedule. As at 31 December 2020 all payables related to Acquisition of Nova Królikarnia Project were reduced to nil. For more information about the transaction and its details please refer to Note 5 in the Consolidated Annual Financial Statements ended 31 December 2020.
The table below presents the movement in Bond loans during the six months ended 30 June 2021 and during the year ended 31 December 2020 as well as the Current and Non-currents balances as at the end of respective periods:
| For the period ended 30 June 2021 |
For the year ended 31 December 2020 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 230,072 | 187,969 |
| Repayment of bond loans | (52,707) | (55,000) |
| Redemption of bonds (non-cash set-off) | (2,247) | (2,141) |
| Proceeds from bond loans | 100,000 | 100,000 |
| Issue cost | (1,366) | (1,636) |
| Issue cost amortization | 781 | 783 |
| Accrued interest | 5,132 | 8,429 |
| Interest repayment | (4,539) | (8,331) |
| Total closing balance | 275,127 | 230,072 |
| Closing balance includes: | ||
| Current liabilities | 77,711 | 54,690 |
| Non-current liabilities | 197,416 | 175,382 |
| Total Closing balance | 275,127 | 230,072 |
On 1 February 2021, the Company repaid 15% of outstanding series U bonds with value of PLN 4,848 thousand. After this repayment, the nominal value was set as PLN 850 per bond and the total amount of outstanding series U bonds amounted to PLN 27,469 thousand.
On 15 April 2021 the Company issued 100,000 series W non-secured bonds with a nominal value and issue price of PLN 1.0 thousand per bond and an aggregate nominal value and issue price of PLN 100.0 million. The bonds shall be redeemed through the payment in two installments: at the end of the 7th interest period, on 15 October 2024 (redeeming 40% of the nominal value) and the second on 15 April 2025 by redeeming the remaining part of the nominal value.
Together with issuance of series W bonds the Company:
On 24 May 2021, the Company repaid all outstanding 37,859 series R bonds with total nominal value of PLN 37,859 thousand. After this repayment, the total number of outstanding bonds series R amounted to nil.
| Borrowings and bonds as at 30 June 2021: | |||||||
|---|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) |
Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
| Bonds loans series T | PLN | 6 month Wibor + 3.50% |
2022 | 50,000 | 277 | (147) | 50,129 |
| Bonds loans series U(1) | PLN | 6 month Wibor + 3.50% |
2021 | 25,222 | 388 | (22) | 25,589 |
| Bonds loans series V(2) | PLN | 6 month Wibor + 4.30% |
2024 | 100,000 | 1,110 | (1,289) | 99,821 |
| Bonds loans series W(3) | PLN | 6 month Wibor + 4.00% |
2025 | 100,000 | 883 | (1,295) | 99,588 |
| Total | 275,222 | 2,658 | (2,753) | 275,127 | |||
1) The series U bonds are subject to mandatory depreciation at the end of the 6th interest period (and 31 January 2022, respectively) by reducing the nominal value of each Bond each time in the amount of PLN 150 for each bond.
2) The series V bonds are subject to repayment in 2 tranches 40% (PLN 40.0 million) of the amount together with accumulated interest to be repaid by October 2023 and the remaining amount of 60% (PLN 60.0 million) together with accumulated interest to be paid by April 2024.
3) The series W bonds are subject to repayment in 2 tranches 40% (PLN 40.0 million) of the amount together with accumulated interest to be repaid by October 2024 and the remaining amount of 60% (PLN 60.0 million) together with accumulated interest to be paid by April 2025.
| In thousands of Polish Zlotys (PLN) | Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
|---|---|---|---|---|---|---|---|
| Bonds loans series R | PLN | 6 month Wibor + 2.85% |
2021 | 47,859 | 151 | (81) | 47,929 |
| Bonds loans series T | PLN | 6 month Wibor + 3.50% |
2022 | 50,000 | 277 | (233) | 50,045 |
| Bonds loans series U(1) | PLN | 6 month Wibor + 3.50% |
2023 | 32,317 | 512 | (334) | 32,495 |
| Bonds loans series V(2) | PLN | 6 month Wibor + 4.30% |
2024 | 100,000 | 1,124 | (1,521) | 99,604 |
| Total | 230,176 | 2,065 | (2,168) | 230,072 |
1) The series U bonds are subject to mandatory depreciation at the end of the 4th and the 6th interest period (on 31 January 2021 and 31 January 2022, respectively) by reducing the nominal value of each Bond each time in the amount of PLN 150 for each bond.
2) The series V bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2023 and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2024.
The series T, V and W bonds are not secured. The series U bonds should be secured with a joint mortgage of up to PLN 48,476 thousand (the ratio must be higher than 150% pledged assets to secured bonds).
Until the publication date, as at 30 June 2021 and as at 31 December 2020 the Company did not breach any bonds loan covenants, which will expose the Company or the Group for risk of obligatory and immediate repayment of any loan.
Based on the conditions of bonds T, U, V and W in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 80% on the Check Date.
The table presenting the Net Indebtedness Ratio as at the end of the Reporting period: As at
| In thousands of Polish Zlotys (PLN) | 30 June 2021 | 31 December 2020 |
|---|---|---|
| Loans and borrowings | 275,127 | 230,072 |
| Interest bearing liabilities | 1,716 | 8,482 |
| Less: cash on individual escrow accounts (other current | ||
| financial assets) | (39,320) | (14,239) |
| Less: Cash and cash equivalents | (178,930) | (135,099) |
| Net Debt | 58,593 | 89,216 |
| Equity | 401,647 | 379,817 |
| Ratio | 14.6% | 23.5% |
| Max Ratio | 80.0% | 80.0% |
Based on the conditions of bonds T , U, V and W transactions with related-parties (shareholders holding more than 25% of the shares in the Company "within the meaning of IAS 24" or with related parties "including with entities controlling the Company whether jointly or individually, whether directly or indirectly or with their subsidiaries which are not members of the Group) shall not exceed the aggregate amount of PLN 1.0 million during any given calendar year. During the six months ended 30 June 2021, the consulting fees related to A. Luzon Group amounted to PLN 420 thousand.
Terms and conditions of issuance of Bonds of the Company ("T&C's") provide that only certain, specified types of financial indebtedness should be taken into account when determining the level of financial indebtedness for the purpose of calculating financial ratios in accordance with T&C's. In particular, certain T&C's require that financial indebtedness resulting from finance lease agreements (in Polish: umowy leasingu finansowego) should be included in calculation of the financial indebtedness. Those T&C's do not provide that the indebtedness resulting from finance lease agreements shall also include other financial indebtedness which is recognized as lease liability in accordance with IFRS 16.
Given the above, and taking into the account the type of activities carried out by the Group, despite changes in the IFRS in this respect, the Company concluded that inclusion of other type of financial indebtedness, in particular liabilities from annual fees for perpetual usufruct, for the purposes of calculations of financial ratios would not be in line with T&C's and therefore the Company does not include such finance lease alike items in such calculations.
For additional information about IFRS 16 see Note 11.
As at 30 June 2021 and 31 December 2020 there were no used credit lines and bank loans by the Group.
On 30 March 2021 the Company signed agreements for bank loans for Miasto Moje V project in amount up to PLN 35.3 million and for Ursus Centralny Ib in amount up to PLN 26.7 million. As at 30 June 2021 and as at 31 December 2020 the Company did not utilized any amounts from abovementioned loans.
For additional information about unutilized credit loans see Note 21.
| In thousands of Polish Zlotys (PLN) | As at 30 June 2021 |
As at 31 December 2020 |
|---|---|---|
| Trade payables | 15,745 | 26,994 |
| Accrued expenses | 27,567 | 22,215 |
| Guarantees for construction work | 8,531 | 5,310 |
| Value added tax (VAT) and other tax payables | 2,864 | 1,087 |
| Non-trade payables | 279 | 1,343 |
| Other trade payables - IFRS 16 | 1,075 | 1,398 |
| Total trade and other payables and accrued expenses | 56,061 | 58,347 |
| For the 6 months ended 30 June |
For the 3 months ended 30 June |
For the 6 months ended 30 June |
For the 3 months ended 30 June |
||
|---|---|---|---|---|---|
| 2021 | 2021 | 2020 | 2020 | ||
| In thousands of Polish Zlotys (PLN) | (Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
|
| Current tax expense | |||||
| Current period | 4,745 | 3,391 | 817 | 565 | |
| Taxes in respect of previous periods | (163) | - | - | - | |
| Total current tax expense | 4,582 | 3,391 | 817 | 565 | |
| - | |||||
| Deferred tax expense | - | ||||
| Origination and reversal of temporary differences | 2,798 | (306) | 8,388 | (2,070) | |
| Tax losses utilized/(recognized) | (1,574) | 810 | (1,317) | 1,358 | |
| Total deferred tax (benefit)/expense | 1,225 | 505 | 7,071 | (712) | |
| - | |||||
| Total income tax expense | 5,807 | 3,896 | 7,888 | (147) |
The effective income tax rate in first half year of 2021 amounted to 20.9% (16.3% in comparative period). Higher effective tax rate in the period of six month ended 30 June 2021 was due to higher non-tax deductable costs related to the bonds issuance costs and intangible services between the related parties.
Movements in Deferred tax assets and liabilities during the six months ended 30 June 2021 were as follows:
| Recognized in the statement of |
|||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Opening balance 1 January 2021 |
comprehensive income |
Closing balance 30 June 2021 |
| Deferred tax assets | |||
| Tax loss carry forward | 3,491 | 1,574 | 5,065 |
| Difference between tax and accounting basis of inventory | |||
| 16,454 | 12,576 | 29,030 | |
| Accrued interest | 4,560 | (2,388) | 2,172 |
| Accrued expense | 719 | 874 | 1,593 |
| Write-down on work in progress | 1,602 | (175) | 1,427 |
| Other* | 3,668 | 170 | 3,838 |
| Total deferred tax assets | 30,494 | 12,631 | 43,125 |
| Deferred tax liabilities Difference between tax and accounting revenue recognition Difference between tax base and carrying value of capitalized finance costs on inventory Accrued interest Fair value gain on investment property Other |
20,666 8,573 166 1,031 582 |
13,950 (282) 43 - 146 |
34,615 8,291 209 1,031 728 |
| Total deferred tax liabilities | 31,018 | 13,856 | 44,875 |
| Total deferred tax benefit (see Note 16) | 1,226 | ||
| Deferred tax assets | 30,494 | - | 43,125 |
| Deferred tax liabilities | 31,018 | - | 44,875 |
| Offset of deferred tax assets and liabilities for individual | |||
| companies | (21,457) | - | (34,002) |
| Deferred tax assets reported | |||
| in the statement of financial position | 9,037 | - | 9,124 |
| Deferred tax liabilities reported | |||
| in the statement of financial position | 9,562 | - | 10,874 |
* Including deferred tax asset from contributions.
Payments from customers on account of the purchase of apartments and parking spaces are recorded as deferred income until the time that they are delivered to the buyer and are recognised in the income statement as "sales revenue". This balance sheet item is closely dependent over time on the relationship between the sales rate (which as it increases, increases this item) and the deliveries rate (which as it decreases, decreases this item).
| In thousands of Polish Zlotys (PLN) | As at 30 June 2021 | As at 31 December 2020 |
|---|---|---|
| Deferred income related to the payments received from | ||
| customers for the purchase of products, not yet included as | ||
| income in the statement of comprehensive income | ||
| Opening balance | 219,645 | 254,970 |
| - increase (advances received) | 237,763 | 364,932 |
| - decrease (revenue recognized) | (246,425) | (400,256) |
| Total advances received | 210,983 | 219,645 |
| Other (deferred income)* | 4,454 | 4,622 |
| Total | 215,437 | 224,267 |
* deferred income due to issued invoices for delivered apartments but not fully paid as at 31 December 2020 and 30 June 2021.
| For the 6 months ended 30 June |
For the 3 months ended 30 June |
For the 6 months ended 30 June |
For the 3 months ended 30 June |
|
|---|---|---|---|---|
| 2021 | 2021 | 2020 | 2020 | |
| In thousands of Polish Zlotys (PLN) | (Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Sales revenue | ||||
| Revenue from residential projects | 246,425 | 153,873 | 252,605 | 85,629 |
| Revenue from sale of services | 480 | 240 | 494 | 243 |
| Total sales revenue | 246,905 | 154,113 | 253,099 | 85,872 |
| Cost of sales | ||||
| Cost of finished goods sold | (205,527) | (127,808) | (186,252) | (64,872) |
| Inventory write down to the net realisable value | 2,212 | 11 | - | - |
| Total cost of sales | (203,315) | (127,796) | (186,252) | (64,872) |
| Gross profit on sales | 43,590 | 26,317 | 66,847 | 21,000 |
| Gross profit on sales % | 17.7% | 17.1% | 26.4% | 24.5% |
During the six months ended 30 June 2021, as a result of Net Realizable Value (NRV) analyses and reviews, a write-down adjustment for some of the Company's inventory was reversed in the amount of 2,616 thousand, while for some other Company's residential landbank the impairment was made in the amount of PLN 65.1 thousand. The reversal of the impairment was made due to sale realization of the projects with negative margin as well as increase in selling prices on the projects designated for development where the impairment was recognized in the past. During six months ended 30 June 2020 there were no reversal, neither creation of the impairment on inventory.
The amounts in the table below present uncharged investment commitments of the Group in respect of construction services to be rendered by the general contractors:
| Commitments | |||||
|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Contracted amount as at 30 June 2021 |
Uncharged amount as at 30 June 2021 (Reviewed/ Unaudited) |
Contracted amount as at 31 December 2020 |
Uncharged amount as at 31 December 2020 (Audited) |
|
| Karmar S.A. | 251,729 | 178,965 | 116,351 | 48,297 | |
| Hochtief polska S.A. | 51,400 | 51,400 | 105,857 | 37 | |
| Mostostal Warszawa S.A. | 16,700 | 6,594 | 37,636 | 11,478 | |
| Danya Cebus Poland Sp. z o.o. | 96,608 | 41,399 | 130,211 | 77,254 | |
| Glif Sp. z o. o. | - | - | 11,515 | 1,643 | |
| EBUD - Przemysłówka Sp. z o.o. | 25,155 | 21,093 | 13,008 | 1,945 | |
| Erbud S.A. | - | - | 27,457 | 3,300 | |
| Total | 441,593 | 299,451 | 442,035 | 143,954 |
The table below presents the list of the construction loan facilities, which the Group arranged for in conjunction with entering into loan agreements with the banks in order to secure financing of the construction and other outstanding costs of the ongoing projects. The amounts presented in the table below include the unutilized part of the construction loans available to the Company/Group:
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2021 | 31 December 2020 |
| Nova Królikarnia 2c (Wrocław 2016) | - | 20,725 |
| Miasto Moje V | 35,300 | - |
| Ursus Centralny 1b | 26,700 | - |
| Total exluding JV | 62,000 | 20,725 |
| Wilanów Tulip | 17,193 | 28,324 |
| Total including JV | 79,193 | 49,049 |
The table below presents whole consideration to be received from the customers having bought apartments from the Group and which are based on the value of the sale and purchase agreements signed with the clients until 30 June 2021 (including the payments received and unsatisified obligation for payments at 30 June 2021 and 31 December 2020) and not yet delivered to Clients:
| As at 30 June 2021 | As at 31 December 2020 | |||||
|---|---|---|---|---|---|---|
| (Reviewed/Unaudited) | (Audited) | |||||
| Total value of | Advances | Contracted | Total value of | Advances | Contracted | |
| preliminary | received | payments | preliminary | received from | payments not | |
| sales agreements signed with |
from Clients until 30 June |
not received yet as at 30 |
sales agreements signed with |
Clients until 31 December |
received yet as at 31 December |
|
| In thousands of Polish Zlotys (PLN) | clients | 2021 | June 2021 | clients | 2020 | 2020 |
| Ursus IIa | 104,994 | 57,729 | 47,264 | 78,726 | 28,158 | 50,569 |
| Miasto Moje IV | 56,184 | 34,412 | 21,772 | 38,027 | 15,333 | 22,694 |
| Miasto Moje V | 50,863 | 12,944 | 37,919 | 15,531 | 1,661 | 13,870 |
| Wrocław 2016 | 5,426 | 543 | 4,883 | 19,000 | 9,423 | 9,577 |
| Vitalia III | 42 | 66 | -24 | 37,570 | 27,760 | 9,809 |
| Viva Jagodno I | 42,967 | 29,398 | 13,568 | 22,731 | 7,945 | 14,786 |
| Ursus Ib | 40,571 | 9,709 | 30,862 | 14,763 | 1,704 | 13,059 |
| Panoramika VI | 23,139 | 11,008 | 12,130 | 13,280 | 2,466 | 10,814 |
| Ursus IIb | 35,472 | 3,838 | 31,634 | 0 | 0 | 0 |
| Nowe Warzymice II (Chopin) | 18,673 | 2,757 | 15,916 | 0 | 0 | 0 |
| Totton 3c | 28,111 | 20,615 | 7,496 | 20,018 | 9,592 | 10,426 |
| Grunwaldzka | 5,359 | 639 | 4,720 | 0 | 0 | 0 |
| Ursus Ia | 6,508 | 6,177 | 332 | 56,257 | 41,748 | 14,509 |
| Truro 3a | 12,081 | 10,868 | 1,213 | 26,010 | 17,912 | 8,097 |
| Nowe Warzymice (Chopin) | 2,727 | 1,314 | 1,413 | 9,119 | 2,332 | 6,787 |
| Panoramika V | 2,898 | 772 | 2,126 | 1,465 | 590 | 874 |
| City Link 4 | 7,748 | 1,558 | 6,190 | 9,868 | 3,497 | 6,371 |
| Grunwald2 | 1,549 | 227 | 1,322 | 7,260 | 1,281 | 5,979 |
| Miasto Moje III | 1,397 | 1,048 | 349 | 29,301 | 26,071 | 3,230 |
| Viva Jagodno IIa | 978 | 64 | 914 | 0 | 0 | 0 |
| Darwen 3b | 1,509 | 1,509 | 0 | 23,230 | 17,239 | 5,992 |
| Other (old) projects | 7,282 | 3,788 | 3,494 | 7,484 | 4,931 | 2,553 |
| Total | 456,476 | 210,983 | 245,493 | 429,640 | 219,645 | 209,995 |
The Company's and the Group's business activities are significantly affected by global developments, and in particular by their impact on the Polish economy in addition to COVID 19 effect on the Polish market. The most important macroeconomic factors are the level of development of the Polish economy, the level of interest rates in Poland, the performance of banks and their ability to provide financing to developers and their customers as well as the ability of other financial institutions to invest in corporate bonds.
In terms of risks specific for the sector, in which the Group operates, there is a potential increase in construction costs, the challenge of securing lands for reasonable prices which both can lead to the significant negative impact on the margins of new phases and projects, a prolongation of administrative procedures as well as an increasing competition in the market are considered to be the most significant uncertainties for the financial period ending 30 June 2021.
The Group's activities expose it to a variety of construction costs risks such as construction cost increase risk, row material cost increase, shortage of qualified workforce, increase in labor costs and delay in obtaining the necessary permits to start construction . The Interim Condensed Consolidated Financial Statements do not include all risk management information and disclosures related to the above subject required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 37). There have been no changes in the risk management measurements and risk management performed by the Company's Management since year end.
The Group's activities expose it to a variety of financial risks such as credit risk and liquidity risk. The Interim Condensed Consolidated Financial Statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 37). There have been no changes in the risk management measurements performed by the Company since year end or in any risk management policies.
Compared to year end, there was no material change in the contractual undiscounted cash outflows for financial liabilities, except for the assumption of new loans and redemption of existing loans during the six months ended 30 June 2021 as described in Notes 13 and 14.
The Investment property is valued at fair value determined by an independent appraiser.
During the six months ended 30 June 2021 there were no significant changes in the business or economic circumstances that affect the fair value of the group's financial assets, investment property and financial liabilities.
The Group did not enter into any fixed-rate borrowings transaction except the deferred trade payables. The Group's variable-rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Due to IBOR reform the Company and the Group is exposed to changes in the variable interest rates method of calculation (WIBOR) and therefore exposed to the risk of change in the future cash flow from bank loans and bond loans.
Short-term receivables and payables are not exposed to interest rate risk.
The Company believes that the pandemic is still effecting the Polish market and will continue effecting it for quite some time. During the reporting period the Company had witnessed in some of its projects, delays related to administrative proceedings with obtaining permits, which were the direct result of COVID-19 restrictions, as well as in some cases delays by clients with obtaining Credit loans for purchasing of apartments.
The Management Board will continue monitoring the situation on an on-going basis, and adopt further actions, if necessary, in order to reduce as much as it is possible the effect of the COVID-19 on the Company's operations and strategy. There have been no changes in the risk management measurements perfomed by the Company since year end for further understanding the risk factors identified by the Company related to COVID-19, please refer to the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 36 and Note 40).
There were no transactions and balances with related parties during the six months ended 30 June 2021 other than: remuneration of Management Board, loans granted to related parties, the reimbursement of audit review costs and an consulting agreement with major (indirect) shareholder, A. Luzon Group, for total monthly amount of PLN 70 thousand and covering travels and out of pocket expenses incurred in connection with rendering services.
In the period six months ended 30 June 2021 and 30 June 2020 the total amount of costs from A. Luzon Group amounted PLN 420 thousand.
All these transactions were already disclosed in the Group's Consolidated Financial Statements for the year ended 31 December 2020.
Share of profit/(loss) of joint venture
| In thousands of Polish Zlotys (PLN) | As at 30 June 2021 |
As at 31 December 2020 |
|---|---|---|
| Loans granted | 11,984 | 11,634 |
| Share in net equity value of joint ventures | (2,005) | (1,693) |
| The Company's carrying amount of the investment | 9,979 | 9,941 |
| Presented as Loans granted to joint ventures (current | ||
| assets) | (1,224) | (1,039) |
| Investment in joint ventures | 8,755 | 8,902 |
Share of profit/(loss) from joint ventures comprise the Company's shares in four entities where the Group is holding 50% shares and voting rights in each of those entities: Ronson IS Sp. z o.o. and Ronson IS Sp. z o.o. Sp.k. which are running the first two stages of the City Link, as well as Coralchief Sp. z o.o. and Coralchief Sp. z o.o. – Projekt 1 Sp.k. which are running the Wilanów Tulip project.
Loans granted to joint venture
| In thousands of Polish Zlotys (PLN) | As at 30 June 2021 |
As at 31 December 2020 |
|---|---|---|
| Opening balance | 11,634 | 13,166 |
| Loans granted | 125 | 1,126 |
| Loans repaid | - | (3,107) |
| Accrued interest | 225 | 595 |
| Interest paid | - | (146) |
| Total closing balance | 11,984 | 11,634 |
As at 30 June 2021, from the total amount of loans granted to joint ventures (amounting in total to PLN 11,984 thousand) loans in the aggregate amount of PLN 1.2 million are maturing no later than 30 June 2022. The loans granted to joint venture were bear a variable rate of WIBOR 3M plus 4% margin.
Commencements of new projects in six months ended 30 June 2021
| Project name | Location | Number of units | Area of units (m2 ) |
|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 206 | 11,758 |
| Viva Jagodno IIa | Wrocław | 154 | 8,653 |
| Grunwaldzka | Poznań | 70 | 3,351 |
| Total | 430 | 23,762 |
| Occupancy permit date |
||||
|---|---|---|---|---|
| Project name | Location | Number of units | Area of units (m2 ) |
|
| Nova Królikarnia 3b | Warsaw | 16 February 2021 | 23 | 2,270 |
| Vitalia III | Wrocław | 2 March 2021 | 81 | 6,790 |
| Ursus Centralny Ia | Warsaw | 23 March 2021 | 138 | 7,542 |
| Nova Królikarnia 3a | Warsaw | 27 April 2021 | 31 | 3,188 |
| Nova Królikarnia 3c | Warsaw | 14 May 2021 | 23 | 2,298 |
| Nowe Warzymice I | Szczecin | 21 May 2021 | 54 | 3,234 |
| Total | 350 | 25,322 |
On 18 December 2020 the Company (via its subsidiary) concluded (through the special purpose vehicle, immediately after its acquisition) the final agreement and became (through the acquisition of shares in the same special purpose vehicle) a party to the preliminary agreement, which agreements jointly concern the acquisition of the ownership title to the land property located in Warsaw, Wola district, at Studzienna street, with a total area of 2,715 m2 . The total price of the property net amounted to PLN 13.5 million, wherein the net amount of PLN 4.0 million was paid on 29 June 2021 after signing the final contract for the part of the property with an area of 1,042 m2 . According to the decision on the conditions of the land development addressed to the Company, it will be possible to construct on the property a complex of multifamily residential buildings with an underground parking lot and necessary infrastructure, with the total area of PUM + PUU of approx. 4,800 m2 .
On 27 January 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursus district. The price of the property was established at PLN 1,500 net per PUM however not higher than PLN 150.0 million. According to initial evaluation it shall be feasible to construct on the property a complex of multi-family residential buildings with underground car parks, commercial areas on the ground floors and the necessary infrastructure with a total area of 100 thousand m2. The conclusion of the final agreement will take place only upon fulfillment of conditions precedent, including conducting by the Company satisfactory due diligence process of the property and after such a change in the purpose and permitted use of the property to enable the development project to be carried out on it, as described above. The parties also reserved the right to withdraw from the Agreement by either party if the PUM is lower than 90 thousand m2 . The conclusion of the final agreement shall take place not later than 31 December 2027. The Company paid PLN 10.0 million + VAT advance as at 30 June 2021.
On 11 February 2021 entered into final agreements concerning the purchase of the ownership rights of a plot of land located in Poznań, at Smardzewska street, with an area of c.a. 17,000 m2 . The final price amounted PLN 26 million and was fully paid at the date of signing the agreement.
On 18 February 2021 the Company (via its subsidiary) entered into a final agreement concerning the purchase of two plots of land located in Warsaw, Białołęka district, with an area of c.a 3.9 thousands m2 as part of the Company's purchase plan for the whole project in Epopei street. The price of the property was established in the level of PLN 3.7 million net. The amount was paid in total on the date of signing the agreement. On 9 April 2021, the Company (via its subsidiary) entered into a final agreement concerning the purchase of one plot of land with an area of c.a 2.0 thousands m2 as part of the Company's purchase plan for the whole project in Epopei street. The price of the property was established in the level of PLN 2.7 million net and was fully paid at the date of signing the agreement. As at 30 June 2021 the Company paid also PLN 7.5 million advances for other plots being part of the purchase.
On 3 March 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursynów district, with an area of c.a. 2.4 thousand m2 . The price of the property was established at PLN 15.9 million net. According to the Company's initial evaluation it shall be feasible to construct on the property a multifamily residential building with underground car parks, commercial areas and the necessary infrastructure with a total usable area of approx. 5.7 thousand m2 . On 13 April 2021 the Company signed an annex to the agreement extending the conclusion of the final agreement no later than 31 December 2023. Until 30 June 2021 the Company paid PLN 9.0 million +VAT advances for the land.
On 1 April 2021, the Company (via its subsidiary) withdraw from the conditional preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Wola district signed on 14 August 2020. The withdrawal was due to negative due diligence process of the property. The Company was not obliged to pay any penalties due to the withdrawal from the contract.
On 2 June 2021, the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of ownership right of a plot of land located in Warsaw, Targówek district, with an area of c.a. 1.9 thousand m2 . The price of the property was set for PLN 2,000 (two thousand zlotys) net per each sqm of the usable floor area of the buildings that can be built on the property ("PUM"), according to the building permit that will be obtained for the property. According to initial evaluation it shall be feasible to construct on the property a development project with the total PUM area of approx. 7,000 m2 . The conclusion of the final agreement will take place only upon fulfilment of conditions precedent, including conducting by the Company satisfactory due diligence process of the property, final purchase of the property by the seller and obtaining by the seller of the final building permit for the property. The conclusion of the final agreement shall take place not later than 31 December 2022. Until 30 June 2021 the Company paid PLN 4.0 million +VAT to the notary's deposit.
On 2 June 2021, the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of ownership right of a plot of land located in Warsaw, Białołęka district, with an area of c.a. 14.9 thousand m2 . The price of the property was set for PLN 1,200 (one thousand two hundred zlotys) net per each sqm of the usable floor area of the buildings that can be built on the property ("PUM"), in accordance with the concept prepared by the Company's architect. According to Issuers initial evaluation it shall be feasible to construct on the Property a development project with the total PUM area of approx. 11,000 sqm. The conclusion of the final agreement will take place only upon fulfilment of conditions precedent, including conducting by the Company satisfactory due diligence process of the property and final purchase of the property by the seller. The conclusion of the final agreement shall take place not later than 31 December 2021. Until 30 June 2021 the Company paid PLN 3.0 million +VAT to the notary's deposit.
Ordinary General Meeting of the Company decided to divide the net profit of the Company for the year 2020 in the amount of PLN 40,143 thousand in such a way that the entire profit is allocated to the supplementary capital (presented in the retained earnings). The decision to allocate the net profit to supplementary capital was due to the uncertain economic situation resulting from the still unknown economic effects of the COVID-19 pandemic and increasing prices of plots as well as the intention of the Management Board to continue the development of the Company.
The table below presents the Treasury shares owned by the Company as at 30 June 2021 and 31 December 2020:
| in PLN | As at 30 June 2021 | As at 31 December 2020 |
|---|---|---|
| Number of shares | 164,010,813 | 164,010,813 |
| Share Capital | 12,503,000 | 12,503,000 |
| Treasury shares | 1,567,954 | 1,489,235.00 |
| Value of treasury shares | (1,726,536) | (1,613,110) |
| % of total shares | 0.96% | 0.91% |
For more information about the Share buyback program please refer to Note 23 in the Annual Consolidated Financial Statements ended 31 December 2020.
On 26 May 2021 the Company was notified by its indirect majority shareholder, Amos Luzon Development and Energy Group Ltd., with its registered office in Ra'anana, Israel (the "Majority Shareholder"), that it announced an invitation to submit offers for the sale of the shares in the Company (the "Invitation") at a price equal to PLN 1.80 per one share. The Invitation covered all of the shares in the Company that as at the date of the announcement of the Invitation were not held by the Majority Shareholder (indirectly, through its direct and indirect subsidiaries: I.T.R. Dori B.V. and the Company, respectively), i.e. the Invitation covers 54.093.672 shares in the Company. The Company was not notified by the Major Shareholder about purchase of any Company's shares as a result of Invitation.
On the 11 February 2021 the Company (via its subsidiary) executed an option to mandate Karmar S.A. (the General contractor) with the execution of stage IIa and IIb of Viva Jagodno investment. Project Viva Jagodno II consists of residential building (228 units) with three above-ground parts connected by a common underground part. The fee for the General contractor under this agreement will amount to PLN 52.0 million.
On the 28 May 2021 the Company (via its subsidiaries) concluded the agreement for construction works with Karmar S.A. (the General Contractor) of stage IIb and IIc of Ursus Centralny investment as well as Grunwaldzka investment. Stages IIb and IIc of Ursus Centralny project consists of 4 residential buildings (in total 391 residential units and 10 commercial units) with an underground garage and technical infrastructure. The lump sum remuneration for the performance of the Ursus project amounts to: (i) for stage IIb PLN 48.0 million net and (ii) for stage IIc PLN 45.8 million net. In addition, the agreement for stages IIb and IIc of Ursus Centralny provides for the performance of additional works for the amount of PLN 2.4 million net. In addition, the General Contractor's remuneration may also be increased by an amount up to PLN 1.5 million net, if the conditions set out in the contract and beyond the control of the parties are met. The above amounts will be increased by the VAT due.
In addition the Company (via its subsidiaries) concluded the agreement for construction works with Karmar S.A. for the Project Grunwaldzka consists of residential buildings (68 residential units and 2 commercial units) with an underground garage and technical infrastructure. The lump sum remuneration for the performance of the Grunwaldzka Agreement is PLN 18.0 million net. The above amount will be increased by the VAT due.
On 23 June 2021 the Company (via its subsidiary) signed an agreement with EBUD (General contractor) for construction works for III stage of Nowe Warzymice project consisting of residential building (56 residential units and 7 commercial units) together with underground parking, land development and technical infrastructure. The fee for the General contractor under this agreement will amount to PLN 12.9 million.
On the 24 June 2021 the Company (via its subsidiary) concluded the agreement for construction works with Hochtief Polska S.A. (the General contractor) of Miasto Moje VI investment. Stage Miasto Moje VI consists of 2 residential buildings (219 residential units and 8 commercial units) with an underground garage, infrastructure and land development, where part of infrastructure will be beneficial to future stages of Miasto Moje investment. The fee to be paid for the execution of the Agreement amounts to PLN 51.4 million (plus VAT), where PLN 400 thousand (plus VAT) is a cost of works related to future stages of Miasto Moje investment. Construction works under the Agreement will commence on 2 August 2021, after the Investor has previously handed over the site. The deadline for obtaining the final building occupancy permit has been set in the Agreement as 27 February 2023.
On 5 January 2021 the Company obtained a legally valid building permit for Viva Jagodno II (stages IIA and IIB) in Wrocław comprising of 228 units with an aggregated floor space of 13,200 m2.
On 5 February 2021 the Company obtained a legally valid building permit for Viva Jagodno III in Wrocław comprising of 58 units with an aggregated floor space of 3,100 m2 .
On 1 March 2021, the Company has obtained a legally valid building permit for Grunwaldzka project in Poznan comprising of 70 units with an aggregated floor space of 3,300 m2 .
On 2 March 2021, the Company has obtained a legally valid building permit for Ursus Centralny IIb project comprising of 206 units with an aggregated floor space of 11,800 m2 and for Ursus Centralny IIc project comprising of 195 units with an aggregated floor space of 11,100 m2 .
On 21 June 2021 the Company obtained a legally valid building permit for Miasto Moje VII in Warsaw comprising of 243 units with an aggregated floor space of 11,600 m2 .
On 31 July 2021 the Company performed the early redemption of series U bonds through the payment of the redemption amount equal to the nominal value of the Bonds plus accrued interest and an additional cash benefit in the form of a premium. The early redemption refers to all series U bonds with total value of PLN 25.2 million.
The Company executed its right to request the early redemption of series U bonds issued by the Company on 31 January 2019. The early redemption is carried out in connection with the Company's plans to carry out real estate development projects on certain plots, the mortgage of which secures the Bonds. After this repayment, the total number of outstanding bonds series U amounted to nil.
On 27 July 2021, the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of perpetual usufruct right a plot of land located in Poznań, Wilda district, with an area of c.a. 2.7 thousand m2. The price of the Property was established at PLN 13,000,000 (thirteen million zlotys) net, increased by the VAT at the rate applicable on the date of concluding the final agreement. According to initial evaluation it shall be feasible to construct on the property a development project with the total PUM+PUU area of approx. 6,600 m2. The conclusion of the final agreement will take place only upon fulfilment of conditions precedent, including conducting by the Company satisfactory due diligence process of the Property. The conclusion of the final agreement shall take place within 55 days of signing the preliminary purchase agreement of the Property. The Company paid PLN 2.0 million to the notary's deposit.
On 10 August 2021, the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of perpetual usufruct right a plot of land located in Warsaw, Ochota district, with an area of c.a. 2.4 thousand m2. The price of the Property was established at PLN 10,000,000 (ten million zlotys) net, increased by the VAT at the rate applicable on the date of concluding the final agreement. According to initial evaluation it shall be feasible to construct on the property a development project with the total PUM area of approx. 3,700 m2. The conclusion of the final agreement will take place only upon fulfilment of conditions precedent, including conducting by the Company satisfactory due diligence process of the Property. The conclusion of the final agreement shall take place until 3 September 2021. The Company paid PLN 2.0 million to the notary's deposit on the date of signing the preliminary agreement.
On 21 July 2021, the Company has obtained a legally valid occupancy permit for Viva Jagodno I property development in Wrocław.
___________________ ___________________
Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
___________________ ___________________ Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales Director
Karolina Bronszewska Anna Rzeczkowska Marketing and Innovation Director preparation
________________ ________________ Member of the Management Board Person responsible for financial statements
Warsaw, 10 August 2021
| As at | 30 June 2021 | 31 December 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Intangible fixed assets | 29 | 39 | |
| Investment in subsidiaries | 6 | 446,607 | 435,874 |
| Loan granted to subsidiaries | 7 | 154,365 | 160,040 |
| Total non-current assets | 601,001 | 595,953 | |
| Trade and other receivables and prepayments | 184 | 88 | |
| Receivable from subsidiaries | 4,539 | 3,699 | |
| Loan granted to subsidiaries | 7 | - | 307 |
| Cash and cash equivalents | 74,544 | 27,152 | |
| Total current assets | 79,267 | 31,246 | |
| Total assets | 680,268 | 627,199 | |
| Equity | |||
| Shareholders' equity | 12 | ||
| Share capital | 12,503 | 12,503 | |
| Share premium reserve | 150,278 | 157,905 | |
| Treasury shares | (1,732) | (1,613) | |
| Retained earnings | 240,598 | 211,022 | |
| Total shareholders' equity | 401,647 | 379,817 | |
| Liabilities | |||
| Long-term liabilities | |||
| Bond loans | 8 | 197,416 | 175,382 |
| Loans from subsidiaries | 2,314 | 12,270 | |
| Deferred tax liabilities | 555 | 61 | |
| Total long-term liabilities | 200,285 | 187,712 | |
| Current liabilities | |||
| Bond loans | 8 | 75,053 | 52,625 |
| Other payables - accrued interests on bonds | 8 | 2,658 | 2,065 |
| Loans from subsidiaries | - | 3,309 | |
| Trade and other payables and accrued expenses | 625 | 1,670 | |
| Total current liabilities | 78,336 | 59,670 | |
| Total liabilities | 278,621 | 247,382 | |
| Total shareholders' equity and liabilities | 680,268 | 627,199 |
| For the | 6 months ended 30 June 2021 |
3 months ended 30 June 2021 |
6 months ended 30 June 2020 |
3 months ended 30 June 2020 |
|
|---|---|---|---|---|---|
| PLN (thousands, except per share data and number of shares) |
Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenues from consulting services | 4,134 | 3,148 | 4,804 | 2,928 | |
| General and administrative expense | (2,249) | (1,143) | (2,715) | (1,551) | |
| Other revenues/(expenses) | 6 | 3 | - | - | |
| Operating profit | 1,891 | 2,008 | 2,089 | 1,377 | |
| Result from subsidiaries after taxation | 6 | 23,713 | 14,874 | 40,216 | 10,638 |
| Operating profit after result from subsidiaries |
25,604 | 16,882 | 42,305 | 12,015 | |
| Finance income | 3,040 | 1,502 | 3,587 | 1,962 | |
| Finance expense | (6,201) | (3,477) | (5,128) | (2,508) | |
| Net finance income/(expense) | 9 | (3,161) | (1,975) | (1,541) | (546) |
| Profit/(loss) before taxation | 22,443 | 14,907 | 40,764 | 11,469 | |
| Income tax benefit/(expense) | 10 | (494) | (566) | (124) | (217) |
| Profit for the period | 21,949 | 14,341 | 40,640 | 11,252 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
21,949 | 14,341 | 40,640 | 11,252 | |
| Weighted average number of ordinary shares (basic and diluted) |
162,447,328 | 162,442,859 | 163,285,842 | 163,285,842 | |
| In Polish Zlotys (PLN) Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0.135 | 0.088 | 0.249 | 0.069 |
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2021 | 12,503 | 157,905 | (1,613) | 211,022 | 379,817 |
| Comprehensive income: | |||||
| Profit for the year ended 30 June 2021 | - | - | - | 21,949 | 21,949 |
| Own shares acquired | - | - | (119) | - | (119) |
| Reclassification of 2019 net result from Share premium to retained earnings(1) |
- | (7,627) | - | 7,627 | - |
| Balance at 30 June 2021 | |||||
| (Reviewed/ Unaudited) | 12,503 | 150,278 | (1,732) | 240,598 | 401,647 |
(1) change of presentation of allocation of net result for the year 2019 from Share premium to Retained earnings
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings(1) |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2020 | 12,503 | 150,278 | (580) | 188,293 | 350,494 |
| Net profit for the period ended 30 June 2020 | - | - | - | 40,640 | 40,640 |
| Repurchase of own shares | - | - | (50) | - | (50) |
| Declaration of dividends | - | - | - | (9,842) | (9,842) |
| Balance at 30 June 2020 | 12,503 | 150,278 | (630) | 219,091 | 381,242 |
(1) In order to fund the purchase of own shares under the buyback program, a capital reserve (within retained earnings) was established for an amount of PLN 2,000 thousand. The capital reserve was subsequently reduced by the amount of the consideration paid for the shares bought back. The amount of capital reserve as at 24 January 2020 (lasting date of authorization granted to the Management Board for the purchase of own shares) amounted to PLN 1,573 thousand and was presented as a part of the retained earnings.As at 25 January 2020 the capital reserve was liquidated.
| For the 6 months period ended 30 June | 2021 | 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from operating activities | |||
| Profit for the year | 21,949 | 40,640 | |
| Adjustments to reconcile profit for the period | |||
| to net cash (used in)/from operating activities: | |||
| Finance income | 9 | (3,040) | (3,587) |
| Finance expense | 9 | 6,201 | 5,128 |
| Income tax expense | 10 | 494 | 124 |
| Net results subsidiaries during the year | 6 | (23,713) | (40,216) |
| Subtotal | 1,891 | 2,089 | |
| Decrease/(increase) in trade and other receivables and prepayments | (98) | (118) | |
| Decrease/(increase) in receivable from subsidiaries | (840) | 594 | |
| Increase/(decrease) in trade and other payable and accrued expense | (1,045) | (319) | |
| Subtotal | (92) | 2,246 | |
| Interest paid | (7,967) | (4,816) | |
| Interest received | 7 | 3,494 | 833 |
| Net cash used in operating activities | (4,565) | (1,737) | |
| Cash flows from investing activities | |||
| Loans granted to subsidiaries, net of issue cost | 7 | (29,600) | (34,000) |
| Repayment of loans granted to subsidiaries | 7 | 33,616 | 3,000 |
| Dividend from subsidiary | 13,000 | 34,737 | |
| Investment in subsidiaries | (21) | - | |
| Net cash used in investing activities | 16,995 | 3,737 | |
| Cash flows from financing activities | |||
| Treasury shares | (119) | (50) | |
| Repayment of loans from subsidiaries/Loans received from subsidiaries | (8,600) | 2,063 | |
| Proceeds from bond loans, net of issue costs | 8 | 96,387 | - |
| Repayment of bond loans | 8 | (52,707) | (10,000) |
| Net cash from financing activities | 34,961 | (7,987) | |
| Net change in cash and cash equivalents | 47,392 | (5,987) | |
| Cash and cash equivalents at 1 January | 27,152 | 7,173 | |
| Cash and cash equivalents at the end of the period | 74,544 | 1,186 |
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The Company (together with its subsidiaries, 'the Group') is active in the development and sale of residential units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. For information about companies in the Group which financial data are included in the Interim Condensed Consolidated Financial Statements reference is made to Note 7 in the Interim Condensed Consolidated Financial Statements.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 30 June 2021:
66.06% of the shares are controlled by Amos Luzon Development and Energy Group Ltd. ('A. Luzon Group'). The Ultimate Parent is Mr Amos Luzon, member of the Supervisory Board, who held indirectly through A. Luzon Group 47.30% as at 30 June 2021 and as at the day preceding the publication of this report;
0.96% of the shares are held by the Company;
32.98% of the outstanding shares are held by other investors including Nationale Nederlanden Otwarty Fundusz Emerytalny and Metlife Otwarty Fundusz Emerytalny.
The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 30 June 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
These Interim Condensed Company Financial Statements of Ronson Development SE have been prepared in accordance with IAS 34 (concerning the preparation of interim financial statements). The Interim Condensed Company Financial Statements do not include all the information and disclosures required in annual financial statements prepared in accordance with the IFRS and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2020, which have been prepared in conformity with IFRS. At the date of authorization of these Interim Condensed Company Financial Statements, the IFRSs applied by the Company are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
The Interim Condensed Company Financial Statements of Ronson Development SE have been prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these financial statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.
These Interim Condensed Company Financial Statements of Ronson Development SE were approved by the Management Board for publication on 10 August 2021 in both English and Polish languages, while the Polish version is binding.
For additional information about significant accounting policy and the influence of the new accounting standard, see note 3 of the Interim Condensed Consolidated Financial Statements.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Company Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Consolidated Financial Statements for the year ended 31 December 2020.
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The Company Financial Statements are presented in thousands of Polish Zloty ("PLN"), which is the Company's functional and presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in currencies other than the functional currency are recognized in the statement of comprehensive income.
The Company's activities are not of a seasonal nature. Therefore, the results presented by the Company do not fluctuate significantly during the year due to the seasonality.
The subsidiaries of the Company are valued with equity methods.
The table below presents the movement in investment in subsidiaries during the six months ended 30 June 2021 and during the year ended 31 December 2020:
| For the 6 months ended 30 June 2021 |
For the 12 months ended 31 December 2020 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Balance at beginning of the period | 435,874 | 419,835 |
| Investments in subsidiaries | 21 | 1,000 |
| Net result subsidiaries during the period | 23,713 | 40,775 |
| Change of presentation | - | 9,000 |
| Dividend from subsidiary | (13,000) | (34,736) |
| Balance at end of the period | 446,607 | 435,874 |
The Company holds and owns (directly and indirectly) 84 companies. These companies are active in the development and sale of units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. For additional information see Note 7 to the Interim Condensed Consolidated Financial Statements.
The net result of the investments in subsidiaries in the period of six months ended 30 June 2020 amounted PLN 40,216 thousand.
The table below presents movements in loans granted to subsidiaries held directly and indirectly by the Company during the six months ended 30 June 2021and during the year ended 31 December 2020:
| For the 6 months ended 30 June 2021 |
For the 12 months ended 31 December 2020 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) |
(Audited) |
| Opening balance | 160,347 | 113,829 |
| Loans granted | 29,600 | 79,354 |
| Loans repayment during the year | (33,616) | (27,956) |
| Change of presentation | - | (9,000) |
| Settlement of loans | (1,513) | - |
| Amortization of charges and fees | - | 88 |
| Accrued interest | 3,040 | 6,297 |
| Repayment of interest | (3,493) | (2,265) |
| Total closing balance | 154,365 | 160,347 |
| Closing balance includes: | ||
| Current liabilities | - | 307 |
| Non-current liabilities | 154,365 | 160,040 |
| Total closing balance | 154,365 | 160,347 |
The loans are not secured.
All new loans granted are at the similar conditions to those presented in the Company Financial Statements for the year ended 31 December 2020 (more information see Note 10).
The table below presents the movement in Bond loans during the six months ended 30 June 2021 and during the year ended 31 December 2020:
| For the period ended 30 June 2021 |
For the year ended 31 December 2020 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 230,072 | 187,969 |
| Repayment of bond loans | (52,707) | (55,000) |
| Redemption of bonds (non-cash set-off) | (2,247) | (2,141) |
| Proceeds from bond loans | 100,000 | 100,000 |
| Issue cost | (1,366) | (1,636) |
| Issue cost amortization | 781 | 783 |
| Accrued interest | 5,132 | 8,429 |
| Interest repayment | (4,539) | (8,331) |
| Total closing balance | 275,127 | 230,072 |
| Closing balance includes: | ||
| Current liabilities | 77,711 | 54,690 |
| Non-current liabilities | 197,416 | 175,382 |
| Total Closing balance | 275,127 | 230,072 |
For information about bond covenants, reference is made to Note 13 to the Interim Condensed Consolidated Financial Statements.
| For the year ended 30 June | 2021 | 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Interests and fees on granted loans to subsidiaries | 3,040 | 3,580 |
| Interest income on bank deposits Finance income |
- 3,040 |
7 3,587 |
| Interest expense on bonds measured at amortized cost | (5,132) | (4,447) |
| Interests and fees on received loans from subsidiaries Commissions and fees, including the amortized cost |
(168) | (310) |
| valuation | (846) | (367) |
| Other | (55) | (4) |
| Finance expense | (6,201) | (5,128) |
| Net finance income | (3,161) | (1,541) |
| For the 6 months period ended 30 June | 2021 | 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Current tax expense/(benefit) Current period |
- | - |
| Reversal of withholding tax in the Netherlands | 391 | - |
| Total current tax expense | 391 | - |
| Deferred tax expense/(benefit) Origination and reversal of temporary differences |
(376) | 406 |
| Expense/(benefit) of tax losses recognized | 479 | (282) |
| Total deferred tax expense/(benefit) | 103 | 124 |
| Total income tax expense/(benefit) | 494 | 124 |
There were no transactions and balances with related parties during the six months ended 30 June 2021 other than the described below, the remuneration of the Management Board, loans granted to related parties, the reimbursement of audit review costs and the consulting agreement with A. Luzon Group, the major (indirect) shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All transactions with related parties were performed based on market conditions.
The table below presents the Treasury shares owned by the Company as at 30 June 2021 and 31 December 2020:
| As at | 30 June | 31 December |
|---|---|---|
| 2021 | 2020 | |
| Number of shares | 164,010,813 | 164,010,813 |
| Share Capital | 12,503,000 | 12,503,000 |
| Treasury shares | 1,567,954 | 1,489,235.00 |
| Value of treasury shares | (1,726,536) | (1,613,110) |
| % of total shares | 0.96% | 0.91% |
For information regarding the Buyback shares program please refer to Note 11 of the Financial Statements for the year ended 31 December 2020.
For further subsequent events, reference is made to Note 26 to the Interim Condensed Consolidated Financial Statements.
___________________ ___________________
___________________ ___________________
Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales Director
Karolina Bronszewska Anna Rzeczkowska Marketing and Innovation Director preparation
________________ ________________ Member of the Management Board Person responsible for financial statements
Warsaw, 10 August 2021
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