Quarterly Report • Aug 13, 2024
Quarterly Report
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Including the Interim Condensed Consolidated Financial Statements of Ronson Development SE for the six months ended 30 June 2024 and the Interim Condensed Separate Financial Statements of Ronson Development SE for the six months ended 30 June 2024

2
| Management Board Report | 3 |
|---|---|
| Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2024 | 19 |
| Interim Condensed Consolidated Statement of Financial Position | 19 |
| Interim Condensed Consolidated Statement of Comprehensive Income | 20 |
| Interim Condensed Consolidated Statement of Changes in Equity | 21 |
| Interim Condensed Consolidated Statement of Cash Flows | 22 |
| Notes to the Interim Condensed Consolidated Financial Statements | 23 |
| Interim Condensed Standalone Financial Statements for the six months ended 30 June 2024 | 54 |
| Interim Condensed Standalone Statement of Financial Positions | 54 |
| Interim Condensed Standalone Statement of Comprehensive Income | 56 |
| Interim Condensed Standalone Statement of Changes in Equity | 57 |
| Interim Condensed Standalone Statement of Cash Flows | 58 |
| Notes to the Interim Condensed Standalone Financial Statements | 59 |
Manageme nt Board Report
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is a European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its business name and was transformed into a European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
As of 30 June 2024, A. Luzon Group, the ultimate parent company, indirectly controlled through its subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.) 100% of the Company's share capital, i.e., 164,010,813 ordinary bearer shares, including 1,567,954 (approximately 0.96% of the Company's share capital) of the Company's own shares. As of 30 June 2024, Luzon Ronson N.V. held 108,349,187 shares (approximately 66.06% of the Company's share capital) directly and 54,093,672 shares (approximately 32.98% of the Company's share capital) through its wholly owned subsidiary Luzon Ronson Properties Ltd. The remaining 1,567,954 shares (approximately 0.96% of the Company's share capital) were treasury shares of the Company.
However, it should be pointed out that the shareholding status described above is a result of the reorganization of the A. Luzon Group and related changes that took place in January 2024. Namely, as of 31 December 2023, A. Luzon Group controlled 100% of the Company's shares, such that it directly held 32.98% of the Company's shares, and indirectly, through its wholly owned subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.), held 66.06% of the Company's shares, and the remaining 0.96% of the Company's shares were treasury shares.
On 16 January 2024, the Company's shares held directly by A. Luzon Group (approximately 32.98% of the share capital) were transferred to Luzon Ronson Properties Ltd. 100% fully owned company by A. Luzon Group (which was established as part of the reorganization of A. Luzon Group's operations). As part of the restructuring, A. Luzon Group on 25 January 2024 disposed of all its shares in Luzon Ronson Properties Ltd. to Luzon Ronson N.V. (former name I.T.R. Dori B.V.). Transfer of shares has been executed as transfer without benefit to A. Luzon Group.
As of the date of publication of these Interim Condensed Consolidated Financial Statements, A. Luzon Group, the ultimate parent company, indirectly controls through its subsidiary Luzon Ronson N.V. (100% of the Company's share capital, i.e. 164,010,813 ordinary bearer shares, including 1,567,954 (approximately 0.96% of the Company's share capital) of the Company's own shares.
The Company together with its subsidiaries, ('the Group') is active in the development and sale of residential units, primarily apartments, in residential real-estate projects to individual customers in Poland as well as in the PRS ("Private Rented Sector") where development first started in 2021. The Company has been operating through its subsidiaries on the following markets in Poland: Warsaw, Wrocław, Poznań and Szczecin.
During the six months ended 30 June 2024 the Group realized sales of 258 units with the total value of PLN 191.0 million, which is a decrease of 48% (in number of units) comparing to sales of 494 units with the total value PLN 274.7 million during the six months ended 30 June 2023.
Until 30 June 2024 the Group delivered 381 units in 100% owned projects which represent a total revenue of PLN 236.3 million comparing to delivery of 383 units in 100% owned projects with a total revenue value of PLN 176.4 million for six months period ended 30 June 2023.
As at 30 June 2024, the Group has 577 units available for sale in 12 locations, of which 540 units are in ongoing projects and the remaining 37 units are in completed projects. The ongoing projects comprise a total of 1 182 units, with an aggregate floor space of 63 995 m2 . The construction of 663 units with a total area of 33 655 m2 is expected to be completed during remaining period of 2024.
The Group has a pipeline of 16 projects in different stages of preparation, representing approximately 4 387 units with an aggregate floor space of approximately 239 453 m2 for future development of the residential activity, in such cities as: Warsaw, Poznań, Szczecin and 5 projects representing approximately 919 units with an aggregate floor space of 29 982 m2 for future development of PRS in Warsaw.
During the remaining period of 2024, the Group is considering commencement of 2 projects comprising 506 units with a total area of 25 921 m2 .
In addition to the above as at 30 June 2024 the Group is in various stages of process for finalizing the purchase of two plots located in Warsaw with a total projected PUM of 81 929 m2 with an estimated 1 454 units for construction for a total purchase price of PLN 141.5 million and one plot located in Wroclaw with a total projected PUM of 11 520 m2 with estimated 198 units for a total purchase price of PLN 25.0 million.
The following table specifies revenue, cost of sales, gross profit and gross margin during the six months ended 30 June 2024 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 IIc | 153 | 7 257 | 89 308 | 37.8% | 46 393 | 29.9% | 42 915 | 48.1% |
| Osiedle Vola | 82 | 4 642 | 69 345 | 29.4% | 50 191 | 32.4% | 19 155 | 27.6% |
| Nowa Północ 1A | 81 | 3 649 | 30 642 | 13.0% | 22 575 | 14.6% | 8 067 | 26.3% |
| Eko Falenty I | 27 | 2 715 | 20 673 | 8.8% | 18 025 | 11.6% | 2 649 | 12.8% |
| Miasto Moje VI | 10 | 689 | 6 740 | 2.9% | 4 422 | 2.9% | 2 318 | 34.4% |
| Viva Jagodno IIb | 10 | 921 | 7 486 | 3.2% | 4 494 | 2.9% | 2 991 | 40.0% |
| Viva Jagodno IIa | 5 | 436 | 3 594 | 1.5% | 2 529 | 1.6% | 1 065 | 29.6% |
| Grunwaldzka | 5 | 338 | 3 316 | 1.4% | 2 817 | 1.8% | 499 | 15.1% |
| Nowe Warzymice IV | 6 | 247 | 2 168 | 0.9% | 1 533 | 1.0% | 636 | 29.3% |
| Others(4) | 2 | 148 | 2 991 | 1.3% | 2 038 | 1.3% | 953 | 31.9% |
| Total / Average | 381 | 21 042 | 236 263 | 100% | 155 016 | 100% | 81 247 | 34.4% |
| Impairment recognized |
n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | ||
| Results after write down adjustment |
381 | 21 042 | 236 263 | 155 016 | 81 247 | 34.4% | ||
| Wilanów Tulip(3) | - | - | 26 | 20 | 6 | 21.6% | ||
| City Link(3) | - | - | 29 | 19 | 11 | 36.4% | ||
| Economic results | 381 | 21 042 | 236 318 | 155 055 | 81 263 | 34.4% |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e., upon signing of the protocol of technical acceptance and the transfer of the key to the residential unit to the buyer and total payment obtained.
(2) Cost of sales allocated to the delivered units proportionally to the total expected revenue of the project.
(3) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%. Amount recognized using the equity method in accordance with IAS 28.
(4) The amount includes old projects delivery of units and parking places as well as revenue from leasing of buildings.
Revenue from the sale of residential units is recognized when the customer takes control of the unit, i.e., when the technical acceptance protocol is signed, the keys to the unit are handed over and full payment is received. Revenue from sales of apartments and service units of residential projects recognized during the six months ended 30 June 2024 amounted to PLN 236.3 million, whereas cost of sales before write-down adjustment amounted to PLN 155.0 million. Resulting in a gross profit before write-down adjustment amounting to PLN 81.2 million and a gross margin of 34.4%. Total economic revenue from sales of residential projects, when results from joint ventures are presented on a fully consolidated basis, amounted to PLN 236.3 million, whereas cost of sales amounted to PLN 155.1 million, that resulted in a gross profit amounting to PLN 81.3 million and a gross margin of 34.4%.
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 2024:
| Project name | Location | Number of units |
Area of units (m2) |
Total units sold until 30 June 2024 |
Units delivered in 2024 |
Units sold not delivered as at 30 June 2024 |
|---|---|---|---|---|---|---|
| Osiedle VOLA | Warsaw | 84 | 4 851 | 83 | 82 | 1 |
| Nowa Północ 1A | Szczecin | 110 | 5 230 | 95 | 81 | 14 |
| Total | 194 | 10 081 | 178 | 163 | 15 |
The table below presents information on the projects that were completed (i.e. construction works are finished and the occupancy permit was received) in previous years and the income that was recognized based on units delivered during the six months ended 30 June 2024:
| Project name | Location | Completion date |
Total Project Units |
Total Area of units (m2 ) |
Total units sold until 30 June 2024 |
Total units delivered until 31 December 2023 |
Units delivered during 2024 |
Recognized income during year 2024 (PLN'000) |
Units sold not delivered as at 30 June 2024 |
Units for sale as at 30 June 2024 |
Left to sale/ deliver after 30 June 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIc | Warsaw | Q3 2023 | 223 | 11 124 | 223 | 67 | 153 | 89 308 | 3 | - | 3 |
| Eko Falenty I | Warsaw | Q4 2023 | 42 | 4 304 | 34 | - | 27 | 20 673 | 7 | 8 | 15 |
| Viva Jagodno IIb | Wrocław | Q2 2023 | 152 | 8 876 | 148 | 137 | 10 | 7 486 | 1 | 4 | 5 |
| Miasto Moje VI | Warsaw | Q1 2023 | 227 | 11 722 | 223 | 213 | 10 | 6 740 | - | 4 | 4 |
| Viva Jagodno IIa | Wrocław | Q4 2022 | 76 | 4 329 | 74 | 69 | 5 | 3 594 | - | 2 | 2 |
| Grunwaldzka | Poznań | Q2 2023 | 70 | 3 351 | 70 | 65 | 5 | 3 316 | - | - | - |
| Nowe Warzymice IV | Szczecin | Q2 2023 | 75 | 3 818 | 75 | 68 | 6 | 2 168 | 1 | - | 1 |
| Miasto Moje V | Warsaw | Q3 2022 | 170 | 8 559 | 170 | 169 | 1 | 1 129 | - | - | - |
| Ursus Centralny IIb | Warsaw | Q1 2023 | 206 | 11 758 | 205 | 204 | 1 | 772 | - | 1 | 1 |
| Miasto Moje IV | Warsaw | Q4 2021 | 176 | 8 938 | 176 | 176 | - | 222 | - | - | - |
| Ursus Centralny IIa | Warsaw | Q4 2021 | 251 | 13 509 | 251 | 251 | - | 139 | - | - | - |
| Nova Królikarnia 1d | Warsaw | Q2 2018 | 12 | 1 488 | 12 | 12 | - | 121 | - | - | - |
| Moko I | Warsaw | Q4 2016 | 178 | 11 238 | 178 | 178 | - | 51 | - | - | - |
| Nowe Warzymice III | Szczecin | Q4 2022 | 62 | 3 537 | 62 | 62 | - | 32 | - | - | - |
| Nowe Warzymice II | Szczecin | Q2 2022 | 66 | 3 492 | 66 | 66 | - | 22 | - | - | - |
| Młody Grunwald I | Poznań | Q2 2014 | 148 | 8 575 | 148 | 146 | - | - | 2 | - | 2 |
| Verdis I-IV | Warsaw | Q4 2015 | 441 | 26 062 | 441 | 440 | - | - | 1 | - | 1 |
| Verdis Idea | Warsaw | Q4 2015 | 11 | 772 | 11 | 10 | - | - | 1 | - | 1 |
| Sakura Idea | Warsaw | Q3 2015 | 26 | 1 854 | 26 | 25 | - | - | 1 | - | 1 |
| Nowe Warzymice I | Szczecin | Q2 2021 | 54 | 3 234 | 53 | 53 | - | - | - | 1 | 1 |
| Młody Grunwald III | Poznań | Q4 2017 | 108 | 7 091 | 107 | 107 | - | - | - | 1 | 1 |
| Total excluding JV | 2 774 | 157 630 | 2 753 | 2 518 | 218 | 135 775 | 17 | 21 | 38 | ||
| Wilanów Tulip | Warsaw | Q3 2021 | 149 | 9 574 | 149 | 149 | - | 26 | - | - | - |
| City Link I-II | Warsaw | Q3 2017 | 312 | 14 068 | 312 | 312 | - | 29 | - | - | - |
| Total including JV | 3 235 | 181 271 | 3 214 | 2 979 | 218 | 135 830 | 17 | 21 | 38 |
The table below presents information on the total number of units sold (i.e. total number of units for which the Company signed the preliminary sale agreements with the clients), including net saleable area (in m2 ) of the units sold and net value (without VAT) of the preliminary sales agreements (including also parking places and storages) sold by the Group during six months ended 30 June 2024:
| Project name | Location | Total Project Saleable area (m2 ) |
Total project units |
Units sold until 31 December 2023 |
Units sold during 6 months ended 30 June 2024 |
Net Sold area (m2 ) |
Value of the preliminary sales agreements (in PLN thousands) |
Units for sale as at 30 June 2024 |
|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIe | Warsaw | 16 127 | 291 | 144 | 73 | 3 907 | 54 462 | 74 |
| Miasto Moje VII | Warsaw | 11 725 | 255 | 157 | 69 | 3 369 | 40 959 | 29 |
| Zielono Mi I | Warsaw | 5 702 | 92 | - | 22 | 1 418 | 23 288 | 70 |
| Nova Królikarnia 4b1 | Warsaw | 2 503 | 11 | 3 | 2 | 507 | 11 099 | 6 |
| Ursus Centralny IIc | Warsaw | 11 124 | 223 | 212 | 11 | 718 | 9 493 | - |
| Miasto Moje VIII | Warsaw | 7 734 | 152 | - | 16 | 455 | 6 935 | 136 |
| Nowe Warzymice V.1 | Szczecin | 942 | 12 | - | 11 | 851 | 7 516 | 1 |
| Nowa Północ Ia | Szczecin | 5 230 | 110 | 82 | 13 | 684 | 5 986 | 15 |
| Eko Falenty I | Warsaw | 4 304 | 42 | 27 | 7 | 715 | 5 794 | 8 |
| Między Drzewami I | Poznań | 5 803 | 117 | 107 | 6 | 391 | 4 330 | 4 |
| Viva Jagodno III | Wrocław | 3 140 | 58 | 13 | 7 | 331 | 4 060 | 38 |
| Nowe Warzymice V.2 | Szczecin | 2 263 | 27 | - | 4 | 381 | 3 544 | 23 |
| Viva Jagodno IIb | Wrocław | 8 876 | 152 | 144 | 4 | 379 | 3 275 | 4 |
| Osiedle Vola | Warsaw | 4 851 | 84 | 82 | 1 | 144 | 2 298 | 1 |
| Między Drzewami II | Poznań | 3 822 | 78 | - | 3 | 185 | 2 195 | 75 |
| Nowa Północ Ib | Szczecin | 4 234 | 89 | - | 5 | 200 | 2 050 | 84 |
| Viva Jagodno IIa | Wrocław | 4 329 | 76 | 72 | 2 | 166 | 1 504 | 2 |
| Nowe Warzymice IV | Szczecin | 3 818 | 75 | 74 | 1 | 59 | 684 | - |
| Sakura Idea | Warsaw | 1 854 | 26 | 25 | 1 | 70 | 642 | - |
| Miasto Moje V | Warsaw | 8 559 | 170 | 170 | - | - | 218 | - |
| Ursus Centralny IIb | Warsaw | 11 758 | 206 | 205 | - | - | 164 | 1 |
| Miasto Moje VI | Warsaw | 11 722 | 227 | 223 | - | - | 122 | 4 |
| Nova Królikarnia 1d | Warsaw | 1 488 | 12 | 12 | - | - | 121 | - |
| Grunwaldzka | Poznań | 3 351 | 70 | 70 | - | - | 104 | - |
| Ursus Centralny IIa | Warsaw | 13 509 | 251 | 251 | - | - | 86 | - |
| Moko I | Warsaw | 11 238 | 178 | 178 | - | - | 29 | - |
| Nowe Warzymice II | Szczecin | 3 492 | 66 | 66 | - | - | 9 | - |
| Vitalia III | Wrocław | 6 790 | 81 | 81 | - | - | 4 | - |
| Nowe Warzymice I | Szczecin | 3 234 | 54 | 53 | - | - | - | 1 |
| Młody Grunwald III | Poznań | 7 091 | 108 | 107 | - | - | - | 1 |
| Total excluding JV | 190 612 | 3 393 | 2 558 | 258 | 14 930 | 190 972 | 577 | |
| Wilanów Tulip*** | Warsaw | 9 574 | 149 | 149 | - | - | 26 | - |
| Total including JV | 200 185 | 3 542 | 2 707 | 258 | 14 930 | 190 998 | 577 |
* For information on the completed projects see "Business highlights during the six months ended 30 June 2024 - A. Results breakdown by project".
** For information on current projects under construction, see "Outlook for the remaining period of 2024 – B. Current projects under construction and/or on sale".
*** 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, without VAT) executed by the Group:
| Location | Value of the preliminary sales agreements sold during six months ended |
Increase/(decrease) | |||
|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2024 | 30 June 2023 | In PLN | % | |
| Warsaw | 155 737 | 172 953 | (17 216) | -10% | |
| Szczecin | 19 789 | 40 968 | (21 179) | -52% | |
| Wrocław | 8 842 | 33 591 | (24 748) | -74% | |
| Poznań | 6 629 | 27 217 | (20 588) | -76% | |
| Total | 190 998 | 274 729 | (83 731) | -30% |
The table below presents the summary of the signed preliminary purchase agreements for which the final agreements will be signed during next periods:
| Location | Type of agreement |
Signed date | Agreement net value (PLN million) |
Paid net till 30 June 2024 (PLN million) |
Number of units | Potential PUM |
|---|---|---|---|---|---|---|
| Warsaw, Białołęka | preliminary | 23 Nov 2020 | 1.5 | 1.5 | n/a | n/a |
| Warsaw, Ursus | preliminary | 17 Jan 2021 | 140.0 | 20.0 | 1 454 | 81 929 |
| Wrocław, Zakrzów | preliminary | 24 May 2024 | 25.0 | 2.5 | 198 | 11 520 |
| 166.5 | 24.0 | 1 652 | 93 449 |
| Exchange rate of Polish Zloty versus Euro | |||||
|---|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
|
| 2024 (6 months) | 4.3178 | 4.2528 | 4.4016 | 4.3130 | |
| 2023 (6 months) | 4.6280 | 4.4286 | 4.7895 | 4.4503 | |
| 2023 (12 months) | 4.5437 | 4.3053 | 4.7895 | 4.3480 | |
Source: National Bank of Poland ("NBP")
| EUR | PLN | |||
|---|---|---|---|---|
| (thousands, except per share data) | ||||
| For the period ended 30 June | ||||
| 2024 | 2023 | 2024 | 2023 | |
| Revenues | 54 718 | 38 123 | 236 263 | 176 431 |
| Gross profit | 18 816 | 12 138 | 81 247 | 56 172 |
| Profit/(loss) before taxation | 13 890 | 7 576 | 59 974 | 35 059 |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
11 674 | 5 719 | 50 407 | 26 465 |
| Cash flows from/(used in) operating activities | 9 991 | 20 158 | 43 139 | 93 291 |
| Cash flows from/(used in) investing activities | (23) | 117 | (99) | 539 |
| Cash flows from/(used in) financing activities | (8 913) | (8 888) | (38 484) | (41 133) |
| Increase/(decrease) in cash and cash equivalents | 1 055 | 11 387 | 4 557 | 52 697 |
| Average number of equivalent shares (basic) | 162 442 859 | 162.442.859 | 162 442 859 | 162.442.859 |
| Net earnings/(loss) per share (basic and diluted) | 0,072 | 0,035 | 0,310 | 0,163 |
| EUR | PLN | ||||
|---|---|---|---|---|---|
| (thousands) | |||||
| As at | |||||
| 30 June 2024 | 31 December 2023 |
30 June 2024 | 31 December 2023 |
||
| Inventory and Land designated for development | 180 871 | 187 247 | 780 098 | 814 151 | |
| Total assets | 273 001 | 276 817 | 1 177 452 | 1 203 599 | |
| Advances received | 48 856 | 53 858 | 210 716 | 234 175 | |
| Long term liabilities | 33 139 | 40 309 | 142 928 | 175 265 | |
| Short term liabilities (including advances received) | 104 282 | 113 768 | 449 770 | 494 662 | |
| Equity attributable to the equity holders of the parent | 135 579 | 122 740 | 584 754 | 533 672 |
The net profit attributable to the equity holders of the parent company for the six months ended 30 June 2024 was PLN 50.4 million and can be summarized as follows:
| For the period of 6 months ended | ||||
|---|---|---|---|---|
| 30 June | ||||
| 2024 | 2023 | change | ||
| PLN | ||||
| (thousands, except per share data) | nominal | % | ||
| Revenue from sales of residential units | 236 263 | 176 431 | 59 832 | 34% |
| Revenues | 236 263 | 176 431 | 59 832 | 34% |
| Cost of sales of residential units | (155 017) | (120 259) | (34 758) | 29% |
| Cost of sales | (155 017) | (120 259) | (34 758) | 29% |
| Gross profit | 81 247 | 56 171 | 25 076 | 45% |
| Changes in the value of investment property | - | (842) | 842 | -100% |
| Selling and marketing expenses | (3 301) | (3 026) | (275) | 9% |
| Administrative expenses | (16 281) | (13 310) | (2 971) | 22% |
| Share of profit/(loss) from joint venture | 11 | (726) | 737 | -102% |
| Other Incomes /(expense) | 2 197 | (3 830) | 6 027 | -157% |
| Result from operating activities | 63 872 | 34 438 | 29 434 | 85% |
| Finance income | 4 119 | 1 328 | 2 791 | 210% |
| Finance expense | (8 017) | (7 083) | (934) | 13% |
| Gain/(loss) on a financial instrument measured at fair value through profit and loss |
- | 6 376 | (6 376) | -100% |
| Net finance income/(expense) | (3 898) | 621 | (4 519) | -728% |
| Profit/(loss) before taxation | 59 974 | 35 059 | 24 915 | 71% |
| Income tax benefit/(expenses) | (9 567) | (8 594) | (973) | 11% |
| Net profit/(loss) for the period before non-controlling interests | 50 407 | 26 465 | 23 942 | 90% |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
50 407 | 26 465 | 23 942 | 90% |
| Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0.310 | 0.163 | 0.147 | 90% |
The revenue from recognized sales in residential units increased by PLN 59.8 million (34%) from PLN 176.4 million (383 units) during the six months ended 30 June 2023 to PLN 236.3 million (381 units) during the six months ended 30 June 2024, which is explained by higher average price of 620 TPLN per unit during the six months ended 30 June 2024, comparing to the average price of 461 TPLN per unit during the six months ended 30 June 2023 (in terms of project 100% owned by the Group).
Cost of sales of residential units increased by PLN 34.8 million (29%) from PLN 120.3 million during the six months ended 30 June 2023 to PLN 155.0 million during the six months ended 30 June 2024. The increase relates to a higher average development cost in amount of 407 TPLN per unit in delivered units in projects fully owned by the Group during the six months ended 30 June 2024 compared to average development cost of 314 TPLN per unit delivered to customers during the six months ended 30 June 2023.
The gross margin from sales of residential units during the six months ended 30 June 2024 was 34.4% which increased comparing to 31.8% during the six months ended 30 June 2023. The change in gross margin relates to the combination of increase in sales prices and different mix of projects delivered to the customers characterized by a different profitability during the six months ended 30 June 2024 compared to the mix of projects delivered to customers during the six months ended 30 June 2023.
During six months ended 30 June 2024 the project that significantly impacted profitability of the Group were Ursus Centralny IIc, Osiedle Vola and Nowa Północ 1A which contributed respectively PLN 42.9 million, 19.2 million and 8.1 million representing a gross margin of 48.1%, 27.6% and 26.3% respectively.
Compering to the period ended 30 June 2023 the projects that significantly impacted profitability of the Group were Miasto Moje VI, Ursus Centralny IIb and Viva Jagodno IIb (contributed respectively PLN 21.1 million, 21.8 million and PLN 7.0 million to the gross profit representing a gross margin of 33.5%, 36.2% and 38.6%).
Selling and marketing expenses increased by PLN 0.3 million (9%) from PLN 3.0 million during the six months ended 30 June 2023 to PLN 3.3 million during the six months ended 30 June 2024. The increase is related to increase of marketing services prices mainly outdoor advertising and the lunching the sales of 7 new projects in the first two quarters of 2024.
Administrative expenses increased by PLN 3.0 million (22%) from PLN 13.3 million in the period ended 30 June 2023 to PLN 16.3 million in the period ended 30 June 2024 which is primarily explained by increase in remuneration costs by 2.7 million PLN.
Finance income and expenses are accrued and capitalized as part of the cost price of inventory to the extent that is directly attributable to the construction of residential units. Unallocated finance income/(expenses) not capitalized is recognized in the statement of comprehensive income. In the six months period ended 30 June 2024 the Group recorded a net expense on financial operations of PLN 3.9 million compared to a net income of PLN 0.6 million in the corresponding period of 2023. This variation is mainly due to a prior's year net profit on fair value measurement of a financial instrument as well as a gain on foreign exchange rates totaling 6.4 million generated last year, compared to no impact of such measurement in the corresponding period of 2024. For more information of Finance expenses that took place please see Note 14 of the Interim Condensed Consolidated Financial Statements.
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 2024 |
As at 31 December 2023 |
||
|---|---|---|---|
| PLN (thousands) | |||
| Inventory and Residential landbank | 780 098 | 814 151 | |
| Investment properties | 83 306 | 83 220 | |
| Advances received | 210 716 | 234 175 | |
| Loans, bonds and borrowings | 227 651 | 234 135 | |
| Liability to shareholder measured at amortised cost | 0 | 25 593 |
The value of inventories and residential landbank on 30 June 2024 amounted to PLN 780.1 million compared to PLN 814.1 million at 31 December 2023. The decrease is mainly due to recognized costs of sales in the total amount of PLN 155.0 million. The decrease was partially offset by direct construction costs occurred in 2024 in the total amount of PLN 118.6 million.
The balance of Investment properties is PLN 83.3 million as at 30 June 2024 compared to PLN 83.2 million as at 31 December 2023. As at 30 June 2024 the balance consists of property held for long-term rental yields and capital appreciation as well as investment lands purchased to build investment property for long-term so-called institutional rental and capital appreciation.
The balance of advances received is PLN 210.7 million as at 30 June 2024 compared to PLN 234.2 million as at 31 December 2023. The decrease is explained by advances received from clients regarding sales of units during the period ended 30 June 2024 for a total amount PLN 213.8 million which was offset by the revenues recognized from the sale of residential units for a total amount of PLN 236.3 million during the six months ended 30 June 2024.
The total of short-term and long-term loans and bonds is PLN 227.7 million as at 30 June 2024 compared to PLN 234.1 million as at 31 December 2023. The decrease in loans and bonds is primarily explained by repayment of bonds series V in the amount of 60.0 million. The decrease was offset by the issuance of bonds series P2023A in the nominal amount of PLN 60.0 million and accrued interest on bonds of PLN 7.2 million in comparison to PLN 6.8 million interests on bonds as at 31 December 2023. The level of debt from bonds as at 30 June 2024 amounted to PLN 224.8 million, out of which an amount of PLN 99.3 million comprises facilities maturing no later than 30 June 2025. The balance of bonds comprises of principal amount of PLN 220.0 million plus accrued interest of PLN 7.2 million minus one-time costs directly attributed to the bond issuances which are amortized based on the effective interest method (PLN 2.4 million). For additional information see Note 15 of the Interim Condensed Consolidated Financial Statements.
On 25 May 2023, the Company and Luzon Group entered into an agreement for settling the return of the amounts received from Israeli Investors in 2022 related to the SAFE Agreements and releasing the Company from its obligation to the SAFE Investors.
On 14 March 2024, the Company and A. Luzon Group entered into an addendum to the aforementioned agreement dated 25 May 2023 on the SAFE Agreements. The addendum provided for a change in the payment schedule such that the remaining payments under the aforementioned agreement in the amount of approximately ILS 24.7 million would be paid on 2 April 2024, and upon payment, the Agreement would be executed and terminated. On 5 April 2024, the Company made the subject payment. For more information, see Note 14 of the Interim Condensed Consolidated Financial Statements.
The Group funds its day-to-day operations principally with funds generated from sales, as well as proceeds from loans, borrowings, and bonds.
The following table sets forth the cash flow on a consolidated basis:
| For the period of six months ended 30 June |
||||
|---|---|---|---|---|
| 2024 2023 |
||||
| PLN (thousands) | ||||
| Cash flows from/(used in) operating activities | 43 139 | 93 292 | ||
| Cash flow from/(used in) investing activities | (99) | 539 | ||
| Cash flow (used in)/from financing activities | (38 484) | (41 133) |
The Company's positive net cash flow from operating activities for the six months ended 30 June 2024 amounted to PLN 43.1 million compared to positive net cash flows from these activities in the corresponding period ended 30 June 2023 of PLN 93.3 million. The decrease of PLN 50.2 million is primarily explained by:
The above-mentioned negative effect on the operational cash flow was partly offset by:
The Company's net cash outflow from financing activities amounted to PLN 38.5 million during the six months ended 30 June 2024 compared to a net cash outflow from financing activities amounted to PLN 41.1 million during the six months ended 30 June 2023.
The change of PLN 2.6 million 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 2024:
| Number of residential units delivered (1) |
Number of residential units expected to be | |||||||
|---|---|---|---|---|---|---|---|---|
| Project name | Location | Until 31 December 2023 |
During the period ended 30 June 2024 |
Total units delivered |
Units sold not delivered as at 30 June 2024 |
Units for sale as at 30 June 2024 |
Total units expected to be delivered |
Total project |
| Ursus Centralny IIc | Warsaw | 67 | 153 | 220 | 3 | - | 3 | 223 |
| Osiedle Vola | Warsaw | - | 82 | 82 | 1 | 1 | 2 | 84 |
| Nowa Północ 1A | Szczecin | - | 81 | 81 | 14 | 15 | 29 | 110 |
| Eko Falenty I | Warsaw | - | 27 | 27 | 7 | 8 | 15 | 42 |
| Miasto Moje VI | Warsaw | 213 | 10 | 223 | - | 4 | 4 | 227 |
| Viva Jagodno IIb | Wrocław | 137 | 10 | 147 | 1 | 4 | 5 | 152 |
| Nowe Warzymice IV | Szczecin | 68 | 6 | 74 | 1 | - | 1 | 75 |
| Viva Jagodno IIa | Wrocław | 69 | 5 | 74 | - | 2 | 2 | 76 |
| Grunwaldzka | Poznań | 65 | 5 | 70 | - | - | - | 70 |
| Ursus Centralny IIb | Warsaw | 204 | 1 | 205 | - | 1 | 1 | 206 |
| Miasto Moje V | Warsaw | 169 | 1 | 170 | - | - | - | 170 |
| Nowe Warzymice I | Szczecin | 53 | - | 53 | - | 1 | 1 | 54 |
| Nova Królikarnia 1d | Warsaw | 12 | - | 12 | - | - | - | 12 |
| Młody Grunwald I | Poznań | 146 | - | 146 | 2 | - | 2 | 148 |
| Młody Grunwald III | Poznań | 107 | - | 107 | - | 1 | 1 | 108 |
| Verdis I-IV | Warsaw | 440 | - | 440 | 1 | - | 1 | 441 |
| Verdis Idea | Warsaw | 10 | - | 10 | 1 | - | 1 | 11 |
| Sakura Idea | Warsaw | 25 | - | 25 | 1 | - | 1 | 26 |
| Total | 1 785 | 381 | 2 166 | 32 | 37 | 69 | 2 235 |
(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 2024 - A. Results breakdown by project".
The table below presents information on projects for which completion is scheduled in the remaining period of 2024, and for the years 2025-2026. 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/sale |
Units sold until 30 June 2024 |
Units for sale as at 30 June 2024 |
Total units |
Total area of units (m2 ) |
Expected completion of construction |
|---|---|---|---|---|---|---|---|
| Ursus Centralny IIe | Warsaw, Gierdziejewskiego st. | Q2 2022 | 217 | 74 | 291 | 16 127 | Q4 2024 |
| Miasto Moje VII | Warsaw, Marwilska st. | Q2 2022 | 226 | 29 | 255 | 11 725 | Q4 2024 |
| Między Drzewami I | Poznań, Smardzewska st. | Q2 2022 | 113 | 4 | 117 | 5 803 | Q3 2024 |
| Zielono Mi I | Warsaw, Ananasowa st. | Q1 2024 | 22 | 70 | 92 | 5 702 | Q3 2025 |
| Nowa Północ Ib | Szczecin, Bogusława Świątkiewicza st. | Q1 2024 | 5 | 84 | 89 | 4 234 | Q3 2025 |
| Viva Jagodno III | Wrocław, Buforowa st. | Q2 2022 | 20 | 38 | 58 | 3 140 | Q3 2025 |
| Nova Królikarnia 4b1 | Warsaw, Srebrnych Świerków | Q1 2023 | 5 | 6 | 11 | 2 503 | Q2 2025 |
| Nowe Warzymice V.1 | Szczecin, Do Rajkowa st. | Q1 2024 | 11 | 1 | 12 | 942 | Q2 2025 |
| Miasto Moje VIII | Warsaw, Marwilska st. | Q2 2024 | 16 | 136 | 152 | 7 734 | Q2 2026 |
| Nowe Warzymice V.2 | Szczecin, Do Rajkowa st. | Q2 2024 | 4 | 23 | 27 | 2 263 | Q3 2025 |
| Między Drzewami II | Poznań, Babimojska st. | Q2 2024 | 3 | 75 | 78 | 3 822 | Q4 2026 |
| Subtotal | 642 | 540 | 1 182 | 63 995 |
During the remaining period of 2024, the Company is considering the commencement of the further projects:
| Project name | Location | Total units | Total area of units (m2) | ||
|---|---|---|---|---|---|
| Ursus Centralny IId | Warsaw | 361 | 19 099 | ||
| Epopei I | Warsaw | 145 | 6 822 | ||
| Total | 506 | 25 921 |
The current volume and value of the preliminary sales agreements signed with the clients do not impact the Interim Condensed Consolidated Statement of Comprehensive Income immediately but only after final settlement (i.e. upon signing of protocol for technical acceptance and transfer of the key to the client as well as obtaining full payment for the unit purchased) of the contracts with the customers. The table below presents the value of the preliminary sales agreements of units (without VAT) executed with the Company's clients that have not been recognized in the Interim Condensed Consolidated Statement of Comprehensive Income:
| Project name | Location | Number of the sold but not delivered units signed with Clients |
Value of the preliminary sales agreements signed with clients |
Completed / expected completion of construction |
|
|---|---|---|---|---|---|
| Nowa Północ Ia | Szczecin | 14 | 5 795 | Completed | |
| Eko Falenty I | Warsaw | 7 | 5 774 | Completed | |
| Ursus Centralny IIc | Warsaw | 3 | 2 950 | Completed | |
| Osiedle Vola | Warsaw | 1 | 1 889 | Completed | |
| Miasto Moje VI | Warsaw | - | 1 622 | Completed | |
| Viva Jagodno IIb | Wrocław | 1 | 1 094 | Completed | |
| Młody Grunwald I | Poznań | 2 | 964 | Completed | |
| Sakura Idea | Warsaw | 1 | 642 | Completed | |
| Nowe Warzymice IV | Szczecin | 1 | 546 | Completed | |
| Verdis Idea | Warsaw | 1 | 437 | Completed | |
| Miasto Moje V | Warsaw | - | 426 | Completed | |
| Verdis I-IV | Warsaw | 1 | 277 | Completed | |
| Miasto Moje IV | Warsaw | - | 111 | Completed | |
| Ursus Centralny IIb | Warsaw | - | 90 | Completed | |
| Viva Jagodno IIa | Wrocław | - | 60 | Completed | |
| Ursus Centralny IIa | Warsaw | - | 27 | Completed | |
| Nowe Warzymice II | Szczecin | - | 9 | Completed | |
| Vitalia III | Wrocław | - | 4 | Completed | |
| Subtotal completed projects | 32 | 22 719 | |||
| Ursus Centralny IIe | Warsaw | 217 | 141 787 | Q4 2024 | |
| Miasto Moje VII | Warsaw | 226 | 114 895 | Q4 2024 | |
| Między Drzewami I | Poznań | 113 | 58 107 | Q3 2024 | |
| Nova Królikarnia 4b1 | Warsaw | 5 | 25 171 | Q2 2025 | |
| Zielono Mi I | Warsaw | 22 | 23 288 | Q3 2025 | |
| Viva Jagodno III | Wrocław | 20 | 10 560 | Q3 2025 | |
| Nowe Warzymice V.1 | Szczecin | 11 | 7 516 | Q2 2025 | |
| Miasto Moje VIII | Warsaw | 16 | 6 935 | Q2 2026 | |
| Nowe Warzymice V.2 | Szczecin | 4 | 3 544 | Q3 2025 | |
| Między Drzewami II | Poznań | 3 | 2 195 | Q4 2026 | |
| Nowa Północ Ib | Szczecin | 5 | 2 050 | Q3 2025 | |
| Subtotal ongoing projects | 642 | 396 048 | |||
| Total | 674 | 418 767 |
(1) For information on the completed projects see "Business highlights during the six months ended 30 June 2024 – A. Results breakdown by project".
(2) For information on current projects under construction and/or on sale, see under "B".
The Company is mainly a holding company and management services provider with respect to the development of residential projects for its subsidiaries. The majority of the Company income are from the following sources: (i) interests from loans granted to subsidiaries for the development of projects, (ii) management fee received from subsidiaries for the provision of projects management services, and (iii) dividend received from subsidiaries. All above revenues are being eliminated on a consolidation level.
Below section presents main data on the Company activity that were not covered in other sections of this Management Board Report.
| Exchange rate of Polish Zloty versus Euro | |||||
|---|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Maximum exchange rate |
Period end exchange rate |
||
| 2024 (6 months) | 4.3178 | exchange rate 4.2528 |
4.4016 | 4.3130 | |
| 2023 (6 months) | 4.6280 | 4.4286 | 4.7895 | 4.4503 | |
| 2023 (12 months) | 4.5437 | 4.3053 | 4.7895 | 4.3480 |
Source: National Bank of Poland ("NBP")
| EUR | PLN | ||||
|---|---|---|---|---|---|
| Selected financial data | |||||
| (thousands, except per share data) For the 6 months ended 30 June |
|||||
| 2024 | 2023 | 2024 | 2023 | ||
| Revenues from management services | 1 917 | 367 | 8 275 | 1 701 | |
| Financial income (Wide majority from loans granted to subsidiaries) | 2 650 | 2 922 | 11 444 | 13 522 | |
| Financial expenses (Wide majority from Interest on bonds and fair value measurement of the financial instrument) |
(3 492) | (1 300) | (15 077) | (6 017) | |
| Profit including results from subsidiaries | 11 674 | 5 720 | 50 407 | 26 470 | |
| Cash flows from/(used in) operating activities | 4 033 | (2 313) | 17 412 | (10 705) | |
| Cash flows from/(used in) investing activities | (133) | 6 936 | (575) | 32 100 | |
| Cash flows from/(used in) financing activities | (6 679) | (5 402) | (28 838) | (25 000) | |
| Increase/(decrease) in cash and cash equivalents | (2 779) | (779) | (12 001) | (3 605) | |
| Average number of equivalent shares (basic) | 162 442 859 | 162 442 859 | 162 442 859 | 162 442 859 | |
| Net earnings/(loss) per share (basic and diluted) | 0,072 | 0,035 | 0,310 | 0,163 |
| EUR | PLN | ||||
|---|---|---|---|---|---|
| (thousands) | |||||
| As at | |||||
| 30 June 2024 | 31 December 2023 |
30 June 2024 | 31 December 2023 |
||
| Investment in subsidiaries | 131 072 | 119 535 | 565 312 | 519 740 | |
| Loan granted to subsidiaries | 53 847 | 55 265 | 232 243 | 240 294 | |
| Total assets | 188 440 | 182 416 | 812 744 | 793 145 | |
| Long term liabilities | 27 961 | 33 088 | 120 597 | 143 866 | |
| Short term liabilities | 25 150 | 26 837 | 108 472 | 116 685 | |
| Equity | 135 329 | 122 492 | 583 674 | 532 593 |
During the period ended 30 June 2024 and until the date of publication of this report, there were no changes in the Company's Management Board or Supervisory Board.
Members of the Company's Management Board and Supervisory Board do not hold shares or rights to shares in the Company, and there were no changes in this regard during the six months ended 30 June 2024. However, it should be pointed out, Mr. Amos Luzon, who is Chairman of the Company's Supervisory Board and is as well its beneficial owner.
All of the Company's shares (other than treasury shares, which represent approximately 0.96% of the Company's share capital) are held by Luzon Ronson N.V. (former name I.T.R Dori B.V.), of which 108,349,187 shares (representing approximately 66.06% of the Company's share capital) are held directly, while 54,093,672 shares (representing approximately 32.98% of the Company's share capital) are held through a wholly owned subsidiary, Luzon Ronson Properties Ltd.
In summary, as of the date of publication of these Interim Condensed Consolidated Financial Statements, A. Luzon Group, the ultimate parent company, indirectly controls through its subsidiary Luzon Ronson N.V. (100% of the Company's share capital, i.e. 164,010,813 ordinary bearer shares, including 1,567,954 (approximately 0.96% of the Company's share capital) of the Company's own shares.
The controlling shareholder of the Company, i.e., A. Luzon Group, is a company listed on the Tel Aviv Stock Exchange, registered in Raanana, Israel, and is subject to certain disclosure obligations. Certain documents published in connection with such obligations by A. Luzon Group are available at: http://maya.tase.co.il(some documents are available only in Hebrew) and may contain certain information regarding the Company.
A subsidiary of the Company (Ronson Development Management sp. z o. o.) was a party to a consulting agreement with A. Luzon Group during the six months ended 30 June 2024. Pursuant to this agreement (signed on June 30, 2017), Ronson Development Management Sp. z o.o. paid A. Luzon Group the amount of PLN 70.0 thousand per month and covered travel and accommodation expenses incurred in connection with the provision of services. As of 1 February 2024, the aforementioned agreement was terminated. In its place, a new consulting agreement was concluded on 1 February 2024, to which the Company and Luzon Ronson N.V. are parties. The subject of the agreement is the mutual provision of services by the parties to it. The remuneration payable to Luzon Ronson N.V. for services rendered to the Company under the aforementioned agreement has been set at a lump sum of PLN 83.0 thousand per month (plus any applicable VAT), while the remuneration payable to the Company for services rendered to Luzon Ronson N.V. has been set at a lump sum of PLN 25.0 thousand per month (plus any applicable VAT). Settlement of expenses incurred by both parties in connection with the provision of services (such as travel or accommodation costs) will be made in each case based on copies of receipts documenting the incurrence of such expenses by the respective Party.
The Company is not aware of any existing agreements between shareholders.
During the six months ended 30 June 2024, the only changes that took place in the Group's structure were the registration of three limited liability companies in the Register of Entrepreneurs of the National Court Register, i.e.: Ronson Development SPV14 sp. z o. o., Ronson Development SPV15 sp. z o. o. and Ronson Development SPV16 sp. z o. o.
The Company's group structure as at 30 June 2024 and 31 December 2023 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.
Pursuant to Article 35(1a) of the Act of 15 January 2015. on bonds ('Bond Act'), the Company, as an issuer of bonds, is obliged, until the bonds issued by it are fully redeemed, to publish on its website, at the latest on the last day of each subsequent financial year, information as at the last day of the following financial year concerning the forecast of the development of the Company's and the Group's financial liabilities, including an indication of the estimated value of financial liabilities and the estimated financing structure, understood as the value and percentage of liabilities from loans and borrowings, issuance of debt securities, leasing in the total liabilities of the balance sheet. In fulfilment of the above statutory obligation, on 31 December 2023, the Company published on its website a forecast of the development of the Company's and the Group's financial liabilities as of 31 December 2024.
In each annual financial report published in the period from the date of issuance to the date of redemption of the bonds, the Company will be required to indicate and explain material differences between the published information on the forecast of the development of financial liabilities as of the last day of the fiscal year and the financial liabilities resulting from the books as of that date. Apart from the financial forecasts required to be prepared and published under the Bond Act, the Company does not publish any other financial forecasts relating to the Company's and the Group's operations.
On 25 May 2023, the Company and Luzon Group entered into an agreement in respect of the SAFE Agreements to settle the reimbursement of amounts received from Israeli investors in 2022 under the SAFE Agreements and to release the Company from its obligation to those investors.
On 14 March 2024, the Company and A. Luzon Group entered into an addendum to the aforementioned agreement dated 25 May 2023. The addendum provided for a change in the payment schedule such that the remaining payments to be made under the aforementioned agreement in the amount of approximately ILS 24.7 million would be paid on 2 April 2024, and upon payment, the Agreement would be executed and terminated. On 5 April 2024, the subject payment was made by the Company.
During the period ended 30 June 2024, transactions and balances with related parties included: remuneration of the Management Board, loans to related parties within the Group and a consulting services agreement with A. Luzon Group, for a monthly amount of PLN 70 thousand (ended by the parties on January 31 2024), and a consulting services agreement with Luzon Ronson N.V. for a monthly amount of PLN 83 thousand, as well as payment of travel and out-of-pocket expenses. All transactions with related parties were carried out at arm's length. During the six months ended 30 June 2024, the Group paid a total of PLN 485 thousand.
In addition, during the period ended 30 June 2024, the Group recognized income from one apartment sold in 2022 to a company owned by Mr. Andrzej Gutowski, Vice-President of the Company's Management Board, for a total net amount (excluding VAT) of PLN 295.4 thousand. Furthermore, the Group sold one parking place to Ms. Karolina Bronszewska for a net amount (excluding VAT) of PLN 29.0 thousand. The transactions were made on an arm's length basis and in accordance with the Group's policy on transactions with related parties.
On 28 November 2022, A. Luzon Group announced a private issuance of options for shares of Amos Luzon Development and Energy Group Ltd. ("Options"). According to the allocation, Mr. Boaz Haim received 9 817 868 Options. Options were allotted free of charge.
Each Option entitles to one ordinary share of A. Luzon Group of ILS 0.01 par value, for an exercise price of 0.2 ILS (which however will be settled by Amos Luzon Development and Energy Group Ltd. on a net basis, i.e. final number of received shares will be decreased by a number of shares which market value is equal to full exercise price to be paid).
Mr. Boaz Haim will be entitled to exercise the Options as follows:
The Options can be exercised until the end of 7 years from the date of their allocation. Options that were not exercised within the above-mentioned period, expire. Assuming all the Options are exercised, Mr. Boaz Haim will hold c.a. 2.38% of the issued and paid-up capital of A. Luzon Group and about 1.89% of the issued and paid-up capital of A. Luzon Group on a full dilution basis. The Option program envisages adjustments in options for share allocation in case of various corporate events in A. Luzon Group (such as the issuance of shares or other options, merger, dividend distribution, etc.). The initial effect of the program was recognized in year 2023 in amount of PLN 1.6 million and cost for first half 2024 amounted to PLN 0.7 million. The program is accounted under IFRS 2 standard as an employee expense, part of administrative costs and share-based payment expense in equity. Total value of the program as of grant date amounted to PLN 4.7 million.
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, only the semi-annual and yearly report is subject to a review/audit.
As at 30 June 2024, the Company and the Group were not party to any individual proceedings before a court, arbitration body or public administration authority concerning liabilities or receivables whose value would exceed 10% of the Company's equity.
Nevertheless, Group companies are parties to various court proceedings as both defendants and plaintiffs - these are mainly disputes concerning premises sold, claims against general contractors and designers, as well as disputes related to the acquisition of certain land properties and proceedings for the disclosure of the debtor's assets. In particular:
The Company did not issue any guarantees during the six months ended 30 June 2024.
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the six months ended 30 June 2024 was 69 during comparing to 65 in the same period of the year 2023. The Company itself did not and does not employ any employees.
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 2024 was prepared and approved by the Management Board of the Company on 12 August 2024.
Boaz Haim Yaron Shama
President of the Management Board Finance Vice-President of the Management Board
Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
Warsaw, 12 August 2024
for Marketing and Innovation
Interim Conde nse d Consolidated Fina nci al Statements for the six mont hs e nde d 30 June 202 4
| As at 30 June 2024 | As at 31 December 2023 | ||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Property and equipment | 7 343 | 7 506 | |
| Investment property | 9 | 83 306 | 83 220 |
| Intangible fixed assets | 382 | 468 | |
| Investments in joint ventures | 25 | 500 | 532 |
| Deferred tax assets | 18 | 7 365 | 6 369 |
| Land designated for development | 10 | 21 997 | 21 663 |
| Total non-current assets | 120 893 | 119 759 | |
| Inventory | 10 | 758 101 | 792 488 |
| Trade and other receivables and prepayments | 11 | 56 605 | 53 539 |
| Advances for Land | 12 | 21 450 | 17 550 |
| Income tax receivable | 1 761 | 3 450 | |
| Loans granted to joint ventures | 25 | 151 | 145 |
| Other current financial assets | 10 074 | 12 809 | |
| Cash and cash equivalents | 208 417 | 203 860 | |
| Total current assets | 1 056 559 | 1 083 841 | |
| Total assets | 1 177 452 | 1 203 599 | |
| Equity | |||
| Share capital | 12 503 | 12 503 | |
| Share premium | 150 278 | 150 278 | |
| Share based payment expense | 2 245 | 1 571 | |
| Treasury shares | (1 732) | (1 732) | |
| Retained earnings | 421 460 | 371 052 | |
| Total equity/Equity attributable to equity holders of the parent | 584 754 | 533 672 | |
| Liabilities | |||
| Floating rate bonds | 15 | 118 359 | 118 676 |
| Liability to shareholders measured at amortised cost | 14 | - | 19 519 |
| Deferred tax liability | 18 | 23 850 | 36 350 |
| Lease liabilities related to perpetual usufruct of investment | |||
| properties | 13 | 720 | 720 |
| Total non-current liabilities | 142 928 | 175 265 | |
| Trade and other payables and accrued expenses | 16 | 85 093 | 89 762 |
| Floating rate bonds | 15 | 99 258 | 99 834 |
| Other payables - accrued interests on bonds | 15 | 7 174 | 6 810 |
| Secured bank loans | 15 | 2 860 | 8 815 |
| Interest bearing deferred trade payables | 16 | - | 9 538 |
| Advances received | 19 | 210 716 | 234 175 |
| Income tax payable | 6 263 | 534 | |
| Provisions | 3 103 | 3 103 | |
| Lease liabilities related to perpetual usufruct of land | 13 | 35 302 | 36 017 |
| Liability to shareholders measured at amortised cost | 14 | - | 6 074 |
| Total current liabilities | 449 770 | 494 662 | |
| Total liabilities | 592 698 | 669 927 | |
| Total equity and liabilities | 1 177 452 | 1 203 599 |
| PLN (thousands, except per share data and number | For the 6 months ended 30 June 2024 |
For the 3 months ended 30 June 2024 |
For the 6 months ended 30 June 2023 |
For the 3 months ended 30 June 2023 |
|
|---|---|---|---|---|---|
| of shares) | Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenue from residential projects | 20 | 236 263 | 115 755 | 176 431 | 154 599 |
| Revenue | 236 263 | 115 755 | 176 431 | 154 599 | |
| Cost of sales | 20 | (155 017) | (82 082) | (120 259) | (105 023) |
| Gross profit | 81 247 | 33 674 | 56 172 | 49 576 | |
| Changes in the fair value of investment property |
- | - | (842) | (842) | |
| Selling and marketing expenses | (3 301) | (1 808) | (3 026) | (1 672) | |
| Administrative expenses | (16 281) | (8 149) | (13 310) | (6 955) | |
| Share of profit/(loss) in joint ventures | 11 | (14) | (726) | (79) | |
| Other expenses | (1 696) | (641) | (4 799) | (4 452) | |
| Other income | 3 893 | 3 603 | 969 | 365 | |
| Result from operating activities | 63 872 | 26 665 | 34 438 | 35 941 | |
| Finance income | 4 119 | 2 211 | 1 328 | 972 | |
| Finance expense | (8 017) | (3 673) | (7 083) | (4 965) | |
| Gain (loss) on financial instrument | |||||
| measured at fair value through profit and | 14 | - | - | 6 376 | 736 |
| loss | |||||
| Net finance income/(expense) | (3 898) | (1 462) | 621 | (3 257) | |
| Profit/(loss) before taxation | 59 974 | 25 203 | 35 059 | 32 684 | |
| Income tax (expense) | 17 | (9 567) | (4 987) | (8 594) | (6 709) |
| Profit for the period | 50 407 | 20 216 | 26 465 | 25 975 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income for the | 50 407 | 20 216 | 26 465 | 25 975 | |
| period, net of tax | |||||
| Total profit/(loss) for the period | |||||
| attributable to: Equity holders of the parent |
50 407 | 20 216 | 26 465 | 25 975 | |
| Non-controlling interests | - | - | - | - | |
| Total profit for the period, net of tax | 50 407 | 20 216 | 26 465 | 25 975 | |
| Total profit/(loss) for the period | |||||
| attributable to: | |||||
| Equity holders of the parent | 50 407 | 20 216 | 26 465 | 25 975 | |
| Non-controlling interests | - | - | - | - | |
| Total comprehensive income for the | 50 407 | 20 216 | 26 465 | 25 975 | |
| period, net of tax |
The notes included on pages 23 to 53 are an integral part of these Interim Condensed Consolidated Financial Statements
| Attributable to the Equity holders of parent | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium | Share based payment expense |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2024 | 12 503 | 150 278 | 1 571 | (1 732) | 371 052 | 533 672 |
| Comprehensive income: | ||||||
| Profit for the six months ended 30 June 2024 | - | - | - | - | 50 407 | 50 407 |
| Total comprehensive income | - | - | - | - | 50 407 | 50 407 |
| Share based payment expense | - | - | 674 | - | - | 674 |
| Balance at 30 June 2024(Reviewed/ Unaudited) | 12 503 | 150 278 | 2 245 | (1 732) | 421 459 | 584 753 |
| Attributable to the Equity holders of parent | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium | Share based payment expense |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2023 | 12 503 | 150 278 | - | (1 732) | 290 347 | 451 396 |
| Comprehensive income: | ||||||
| Profit for the six months ended 30 June 2023 | - | - | - | - | 26 465 | 26 465 |
| Total comprehensive income/(expense) | - | - | - | - | 26 465 | 26 465 |
| Share based payment expense | - | - | 879 | - | - | 879 |
| Balance at 30 June 2023 (Reviewed/ Unaudited) | 12 503 | 150 278 | 879 | (1 732) | 316 814 | 478 742 |
| For the six months ended 30 June | 2024 | 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from/(used in) operating activities | |||
| Profit/(loss) for the period | 50 407 | 26 465 | |
| Adjustments to reconcile profit for the period to net cash used in operating activities | |||
| Depreciation | 394 | 493 | |
| (Increase)/decrease in fair value of investment property | - | 819 | |
| Finance expense | 6 937 | 6 556 | |
| Finance income | (2 913) | (824) | |
| Foreign exchange rates differences gain/(loss) | (126) | 21 | |
| (Gain)/loss on a financial instrument measured at fair value through profit and loss | 14 | - | (6 376) |
| Share of loss /(profit) from joint ventures | 39 | 726 | |
| Share based payment expense | 674 | 879 | |
| Income tax expense/(benefit) | 9 567 | 8 594 | |
| Subtotal | 64 980 | 37 353 | |
| Decrease/(increase) in inventory and land designated for | 43 268 | (11 432) | |
| development | |||
| Profit on sale of property, plant and equipment | (53) | (49) | |
| Decrease/(increase) in advances for land | (3 900) | - | |
| Decrease/(increase) in trade and other receivables and prepayments | (3 594) | 19 131 | |
| Decrease/(increase) in other current financial assets | 2 735 | (1 122) | |
| Decrease/(increase) in trade and other payables and interests bearing deferred trade payables | (12 609) | 25 023 | |
| Increase/(decrease) in provisions | - | (535) | |
| Increase/(decrease) in advances received | 19 | (23 459) | 41 713 |
| Subtotal | 67 368 | 110 082 | |
| Interest paid | (11 054) | (12 187) | |
| Interest received | 2 477 | 761 | |
| Income tax received/(paid) | (15 652) | (5 365) | |
| Net cash from/(used in) operating activities | 43 139 | 93 291 | |
| Cash flows from/(used in) investing activities | |||
| Acquisition of property and equipment | (120) | (30) | |
| Payments for investment property | 9 | (82) | (569) |
| Dividends received from joint ventures | - | 1 073 | |
| Proceeds from sale of property and equipment | 104 | 65 | |
| Net cash from investing activities | (99) | 539 | |
| Cash flows (used in)/from financing activities | |||
| Proceeds from bank loans, net of bank charges | 15 | 80 104 | 44 687 |
| Repayment of bank loans | 15 | (88 251) | (59 531) |
| Proceeds from bonds, net of charges | 49 479 | - | |
| Repayment of bonds | 15 | (51 085) | - |
| Repayment of Liability to shareholders measured at amortised cost | (27 232) | (25 000) | |
| Payment of perpetual usufruct rights | 13 | (1 498) | (1 290) |
| Net cash (used in)/from financing activities | (38 484) | (41 133) | |
| Net change in cash and cash equivalents | 4 557 | 52 697 | |
| Cash and cash equivalents at beginning of period | 203 860 | 51 185 | |
| Effects of exchange rate changes on cash and cash equivalents | - | - | |
| Cash and cash equivalents at end of period* | 208 417 | 103 882 |
* Including restricted cash that amounted to PLN 57 290 thousand and PLN 14 313 thousand as at 30 June 2024 and as at 30 June 2023, respectively. Restricted cash as at 31 December 2023 amounted to PLN 13 903 thousand and PLN 9 353 thousand as at 31 December 2022.
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is a European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57 in Warsaw. 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 a 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 multifamily residential real-estate projects to individual customers in Poland. In 2021 the Management Board of the Company decided to start developing new activity, so-called Private Rent Sector (PRS). PRS is sector of Poland's residential market in which buildings are designed and built specifically for renting.
As of 30 June 2024, A. Luzon Group, the ultimate parent company, indirectly controlled through its subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.) 100% of the Company's share capital, i.e. 164,010,813 ordinary bearer shares, including 1,567,954 (approximately 0.96% of the Company's share capital) of treasury shares held by the Company. As of 30 June 2024, Luzon Ronson N.V. held 108,349,187 shares (approximately 66.06% of the Company's share capital) directly and 54,093,672 shares (approximately 32.98% of the Company's share capital) through its wholly owned subsidiary Luzon Ronson Properties Ltd. The remaining 1,567,954 shares (approximately 0.96% of the Company's share capital) were treasury shares of the Company.
However, it should be pointed out that the shareholding status described above is a result of the reorganization of the A. Luzon Group and related changes that took place in January 2024. Namely, as of 31 December 2023, A. Luzon Group controlled 100% of the Company's shares, such that it directly held 32.98% of the Company's shares, and indirectly, through its wholly owned subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.), held 66.06% of the Company's shares, and the remaining 0.96% of the Company's shares were treasury shares.
On 16 January 2024, the Company's shares held directly by A. Luzon Group (approximately 32.98% of the share capital) were transferred to Luzon Ronson Properties Ltd. (which was established as part of the reorganization of A. Luzon Group's operations). Subsequently, A. Luzon Group on January 25, 2024 disposed of all of its shares in Luzon Ronson Properties Ltd. to Luzon Ronson N.V. (former name I.T.R. Dori B.V.).
The Company's beneficial owner and ultimate controlling party is Mr. Amos Luzon, who is also Chairman of the Company's Supervisory Board.
Projects carried out by Group companies are at various stages of advancement, ranging from the phase of searching for land for purchase to projects completed or nearing completion.
The Interim Condensed Consolidated Financial Statements of the Company have been prepared for the six months ended 30 June 2024 and contain comparative data for the six months ended 30 June 2023 and as at 31 December 2023. The Interim Condensed Consolidated Financial Statements of the Company for the six months ended 30 June 2024 with all its comparative data have been reviewed by the Company's external auditors.
The information about the companies from which the financial data are included in these Interim Condensed Consolidated Financial Statements and the extent of ownership and control are presented in Note 7. The Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2024 were authorized for issuance by the Management Board on 12 August 2024 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 2023 prepared in accordance with IFRS Accounting Standards 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 IFRS Accounting Standards issued by IASB are not different from the IFRS Accounting Standards endorsed by the European Union.
IFRS Accounting Standards 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 2023 are available upon request from the Company's registered office at Al. Komisji Edukacji Narodowej 57, Warsaw, Poland or at the Company's website: ronson.pl
These Interim Condensed Consolidated Financial Statements have been prepared on the assumption that the Group is a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of its operations. Further explanation and analyzes on significant changes in financial position and performance of the Company during the six months ended 30 June 2024 are included in the Management Board Report on pages 3 through 18.
Except as described below, the accounting policies applied by the Company and the Group in these Interim Condensed Consolidated Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended 31 December 2023.
The following standards and amendments became effective as of 1 January 2024:
The impact of the above amendments and improvements to IFRS Accounting Standards was analyzed by the Management. Based on the assessment the amendments do not materially impact the Annual Consolidated Financial Statements of the Group nor the Interim Condensed Consolidated Financial Statements of the Group.
Certain new accounting standards and interpretations have been published that are not mandatory for 2024 reporting periods and have not been early adopted by the Group. These standards, beside described below IFRS 18, 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.
IFRS 18 "Presentation and Disclosures in Financial Statements"- in April 2024, the IASB issued a new standard, IFRS 18 "Presentation and Disclosures in Financial Statements." The standard is intended to replace IAS 1 - Presentation of Financial Statements and will be effective as of 1 January 2027. Changes to the superseded standard mainly concern three issues: the statement of profit or loss, required disclosures for certain performance measures, and issues related to the aggregation and disaggregation of information contained in financial statements. The published standard will be effective for financial statements for periods beginning on or after 1 January 2027.
As of the date of these Interim Condensed Consolidated Financial Statements, the amendments have not yet been approved by the European Union. Based on Management Board analysis above mentioned standard could have substantial impact on the presentational aspect of the financial statements.
The preparation of financial statements in conformity with IFRS Accounting Standards 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 2023.
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The Interim Condensed Consolidated Financial Statements are presented in thousands of Polish Zloty ("PLN"), which is the functional currency of the Parent Company and the Group's presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in currencies other than the functional currency are recognized in the Statement of Comprehensive Income.
The Group's activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate significantly during the year due to the seasonality.
The details of the companies whose financial statements have been included in these Interim Condensed Consolidated Financial Statements, the year of incorporation and the percentage of ownership and voting rights directly held or indirectly by the Company, are presented below and on the following page.
| Year of | Country of | Share of ownership & voting rights at the end of |
|||||
|---|---|---|---|---|---|---|---|
| Entity name | incorporation | registration | |||||
| 30 June 2024 | 31 December 2023 | ||||||
| a. | held directly by the Company: | ||||||
| 1 | Ronson Development Management Sp. z o.o. | 1999 | Poland | 100% | 100% | ||
| 2 | Ronson Development Sp. z o.o. | 2006 | Poland | 100% | 100% | ||
| 3 | Ronson Development Construction Sp. z o.o. | 2006 | Poland | 100% | 100% | ||
| 4 | City 2015 Sp. z o.o. | 2006 | Poland | 100% | 100% | ||
| 5 | Ronson Development Village Sp. z o.o.(1) | 2007 | Poland | 100% | 100% | ||
| 6 | Ronson Development Skyline Sp. z o.o. | 2007 | Poland | 100% | 100% | ||
| 7 | Ronson Development Universal Sp. z o.o.(1) | 2007 | Poland | 100% | 100% | ||
| 8 | Ronson Development South Sp. z o.o.(2) | 2007 | Poland | 100% | 100% | ||
| 9 | Ronson Development Partner 5 Sp. z o.o. | 2007 | Poland | 100% | 100% | ||
| 10 | Ronson Development Partner 4 Sp. z o.o. | 2007 | Poland | 100% | 100% | ||
| 11 | Ronson Development Providence Sp. z o.o. | 2007 | Poland | 100% | 100% | ||
| 12 | Ronson Development Finco Sp. z o.o. | 2009 | Poland | 100% | 100% | ||
| 13 | Ronson Development Partner 2 Sp. z o.o. | 2009 | Poland | 100% | 100% | ||
| 14 | Ronson Development Partner 3 Sp. z o.o. | 2012 | Poland | 100% | 100% | ||
| 15 | Ronson Development Studzienna Sp. z o.o. | 2019 | Poland | 100% | 100% | ||
| 16 | Ronson Development SPV1 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 17 | Ronson Development SPV2 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 18 | Ronson Development SPV3 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 19 | Ronson Development SPV4 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 20 | Ronson Development SPV5 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 21 | Ronson Development SPV6 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 22 | Ronson Development SPV7 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 23 | Ronson Development SPV8 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 24 | Ronson Development SPV9 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 25 | Ronson Development SPV10 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 26 | Ronson Development SPV11 Sp. z o.o. | 2021 | Poland | 100% | 100% | ||
| 27 | LivinGO Holding sp. z o.o. | 2022 | Poland | 100% | 100% | ||
| 28 | Ronson Development SPV14 Sp. z o.o. | 2023 | Poland | 100% | 100% | ||
| 29 | Ronson Development SPV15 Sp. z o.o. | 2023 | Poland | 100% | 100% | ||
| 30 | Ronson Development SPV16 Sp. z o.o. | 2023 | Poland | 100% | 100% | ||
| b. | held indirectly by the Company: | ||||||
| 31 | Ronson Development Sp z o.o. - Estate Sp.k. | 2007 | Poland | 100% | 100% | ||
| 32 | Ronson Development Sp z o.o. - Horizon Sp.k. | 2007 | Poland | 100% | 100% | ||
| 33 | Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k. | 2009 | Poland | 100% | 100% | ||
| 34 | Ronson Development Sp. z o.o. - Apartments 2011 Sp.k. | 2009 | Poland | 100% | 100% | ||
| 35 | Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k. | 2009 | Poland | 100% | 100% | ||
| 36 | LivinGO Ursus sp. z o.o. | 2022 | Poland | 100% | 100% | ||
| 37 | Ronson Development Partner 5 Sp. z o.o. - Vitalia Sp.k. | 2009 | Poland | 100% | 100% | ||
| 38 | Ronson Development Sp. z o.o. - Naturalis Sp.k. | 2011 | Poland | 100% | 100% | ||
| 39 | Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k | 2011 | Poland | 100% | 100% | ||
| 40 | Ronson Development Sp. z o.o. - Providence 2011 Sp.k. | 2011 | Poland | 100% | 100% | ||
| 41 | Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k. | 2011 | Poland | 100% | 100% | ||
| 42 | Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k. | 2012 | Poland | 100% | 100% | ||
| 43 | Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k. | 2012 | Poland | 100% | 100% | ||
| 44 | Ronson Development sp. z o.o. – Ursus Centralny Sp. k. | 2012 | Poland | 100% | 100% | ||
| 45 | Ronson Development Sp. z o.o. - City 4 Sp.k. | 2016 | Poland | 100% | 100% | ||
| 46 | Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k. | 2016 | Poland | 100% | 100% | ||
| 47 | Ronson Development Sp. z o.o. Grunwaldzka" Sp.k. | 2016 | Poland | 100% | 100% | ||
| 48 | Ronson Development Sp. z o.o. - Projekt 3 Sp.k. | 2016 | Poland | 100% | 100% | ||
| 49 | Ronson Development Sp. z o.o. - Projekt 4 Sp.k. | 2017 | Poland | 100% | 100% | ||
| 50 | Ronson Development Sp. z o.o. - Projekt 5 Sp.k. | 2017 | Poland | 100% | 100% | ||
| 51 | Ronson Development Sp. z o.o. - Projekt 6 Sp.k. | 2017 | Poland | 100% | 100% | ||
| 52 | Ronson Development Sp. z o.o. - Projekt 7 Sp.k. | 2017 | Poland | 100% | 100% | ||
| 53 | Ronson Development Sp. z o.o. - Projekt 8 Sp.k. | 2017 | Poland | 100% | 100% | ||
| 54 | Bolzanus Limited | 2013 | Cyprus | 100% | 100% | ||
| 55 | Park Development Properties Sp. z o.o. - Town Sp.k. | 2007 | Poland | 100% | 100% |
| Entity name | Year of | Country of | Share of ownership & voting rights at the end of |
||||
|---|---|---|---|---|---|---|---|
| incorporation | registration | ||||||
| 30 June 2024 | 31 December 2023 | ||||||
| 56 | Tras 2016 Sp. z o.o. | 2011 | Poland | 100% | 100% | ||
| 57 | Park Development Properties Sp. z o.o. | 2011 | Poland | 100% | 100% | ||
| 58 | Wrocław 2016 Sp. z o.o. | 2016 | Poland | 100% | 100% | ||
| 59 | Tregaron Sp. z o.o. | 2017 | Poland | 100% | 100% | ||
| 60 | Tring Sp. z o.o. | 2017 | Poland | 100% | 100% | ||
| 61 | Thame Sp. z o.o. | 2017 | Poland | 100% | 100% | ||
| 62 | Troon Sp. z o.o. | 2017 | Poland | 100% | 100% | ||
| 63 | Tywyn Sp. z o.o. | 2018 | Poland | 100% | 100% | ||
| c. | other entities not subject to consolidation: | ||||||
| 64 | Coralchief sp. z o.o. | 2018 | Poland | 50% | 50% | ||
| 65 | Coralchief sp. z o.o. - Projekt 1 sp. k. | 2016 | Poland | 50% | 50% | ||
| 66 | Ronson IS sp. z o.o. | 2009 | Poland | 50% | 50% | ||
| 67 | Ronson IS sp. z o.o. sp. k. | 2012 | Poland | 50% | 50% |
(1)(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) 99.66% of shares in the company are held by Ronson Development SE, the remaining 0.34% of shares are held by: Ronson Development sp. z o.o. (0.19%), Ronson Development Partner 2 sp. z o.o. (0.09%), Ronson Development Partner 3 sp. z o.o. (0.03%) and Ronson Development Partner 4 sp. z o.o. (0.03%) all of this companies are held 100% by Ronson Development SE.
The Group's operating segments are defined as separate entities developing particular residential projects, which for reporting purposes were aggregated. The aggregation for reporting purpose is based on geographical locations (Warsaw, Poznań, Wrocław and Szczecin) and type of development (apartments, of houses). Moreover, for particular assets the reporting was based on type of income: rental income from investment property. The segment reporting method requires also the Company to present separately joint venture within Warsaw segment. There have been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss from the last Annual Consolidated Financial Statements. There is no concentration of the customers (i.e. the revenues from single customer does not exceed 10% of revenue), the revenue is distracted to many clients, mostly individual clients.
According to the Management Board's assessment, the operating segments identified have similar economic characteristics. Aggregation based on the type of development within the geographical location has been applied since primarily the location and the type of development determine the average margin that can be realized on each project and the project's risk factors. Considering the fact that the construction process for apartments is different from that for houses and considering the fact that the characteristics of customers buying apartments slightly differ from those of customers interested in buying houses, aggregation by type of development within the geographical location has been used for segment reporting and disclosure purposes.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated indirectly based on reasonable criteria. Unallocated assets comprise mainly fixed assets and income tax assets. Unallocated liabilities comprise mainly income tax liabilities, deferred tax liabilities, bonds and financial liability measured at amortised cost. The unallocated result (loss) comprises mainly head office expenses. IFRS adjustments represent the elimination of the Joint venture segment for reconciliation of the profit (loss), assets and liabilities to the consolidated numbers as well as the effect of measurement of liability at amortised costs. Joint ventures are accounted using the equity method.
The Group evaluates its performance on a segment basis mainly based on sale revenues, own cost of sales from residential projects and rental activity, allocated marketing costs and others operating costs/income assigned to each segment. Additionally, the Group analyses the profit and gross margin on sales, as well as result before tax (including financial costs and income assigned to the segment) generated by the individual segments.
Data presented in the table below are aggregated by type of development within the geographical location:
| In thousands of Polish Zlotys (PLN) | As at 30 June 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | IFRS | |||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | Unallocated | adjustm ents |
Total | |
| Segment assets | 642 004 | 123 326 | 1 673 | 88 118 | 131 438 | 9 920 | 32 674 | - | 78 875 | - | - | (1 022) | 1 107 006 |
| Unallocated assets | - | - | - | - | - | - | - | - | - | - | 70 446 | - | 70 446 |
| Total assets | 642 004 | 123 326 | 1 673 | 88 118 | 131 438 | 9 920 | 32 674 | - | 78 875 | - | 70 446 | (1 022) | 1 177 452 |
| Segment liabilities Unallocated liabilities |
229 914 - |
22 848 - |
707 - |
24 240 - |
41 519 - |
21 - |
7 053 - |
- - |
13 702 - |
- - |
- 253 401 |
(707) - |
339 297 253 401 |
| Total liabilities | 229 914 | 22 848 | 707 | 24 240 | 41 519 | 21 | 7 053 | - | 13 702 | - | 253 401 | (707) | 592 698 |
In thousands of Polish Zlotys (PLN) As at 31 December 2023
| Warsaw | Poznań Wrocław |
Szczecin | IFRS Adjust |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | Unallocated | ments | Total | |
| Segment assets | 636 135 | 131 709 | 1 698 | 87 602 | 125 184 | 9 679 | 38 041 | - | 108 338 | - | - | (943) | 1 137 442 |
| Unallocated assets | - | - | - | - | - | - | - | - | - | - | 66 157 | - | 66 157 |
| Total assets | 636 135 | 131 709 | 1 698 | 87 602 | 125 184 | 9 679 | 38 041 | - | 108 338 | - | 66 157 | (943) | 1 203 599 |
| Segment liabilities | 264 326 | 27 490 | 717 | 24 267 | 33 574 | 2 | 3 306 | - | 22 174 | - | - | (717) | 375 139 |
| Unallocated liabilities | - | - | - | - | - | - | - | - | - | - | 294 788 | - | 294 788 |
| Total liabilities | 264 326 | 27 490 | 717 | 24 267 | 33 574 | 2 | 3 306 | - | 22 174 | - | 294 788 | (717) | 669 927 |
| In thousands of Polish Zlotys (PLN) | For the six months ended 30 June 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | IFRS | |||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | Unallocated | Adjust ments |
Total | |
| Revenue/Revenue from external customers(1) |
167 782 | 20 795 | 55 | 425 | 3 316 | - | 11 080 | - | 32 864 | - | - | (55) | 236 263 |
| Segment result | 61 579 | 2 030 | 33 | 223 | 710 | (18) | 3 635 | - | 6 771 | - | - | (33) | 74 930 |
| Unallocated result | - | - | - | - | - | - | - | - | - | (10 749) | - | (10 749) | |
| Depreciation | (105) | - | - | - | - | - | - | - | (3) | - | (201) | (309) | |
| Result from operating activities |
61 474 | 2 030 | 33 | 223 | 710 | (18) | 3 635 | - | 6 769 | - | (10 950) | (33) | 63 872 |
| Net finance income/expenses |
819 | 64 | - | (19) | 202 | (2) | 309 | - | 187 | - | (5 457) | - | (3 898) |
| Gain/loss on a financial instrument measured at fair value through profit and loss |
|||||||||||||
| Profit/(loss) before tax |
62 293 | 2 094 | 33 | 204 | 912 | (20) | 3 944 | - | 6 955 | - | (16 407) | (33) | 59 974 |
| Income tax expenses | (9 567) | ||||||||||||
| Profit/(loss) for the period |
50 407 |
(1) Revenue in Apartments Segments and Houses Segments is recognized at the point in time when the customer takes control of the premises, i.e. on the basis of a signed protocol of technical acceptance, handover of keys to the purchaser of the premises and receipt of full payment.
| In thousands of Polish Zlotys (PLN) | For the six months ended 30 June 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | IFRS Adjust |
Total | |||||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | Unallocated | ments | ||
| Revenue/Revenue from external customers(1) |
133 908 | - | 1 473 | 484 | 4 726 | - | 21 646 | - | 15 206 | - | 462 | (1 473) | 176 431 |
| Segment result | 36 732 | (599) | (1 757) | (549) | 316 | - | 7 055 | - | 3 575 | - | - | 1 757 | 46 530 |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (11 666) | - | (11 666) |
| Depreciation | (176) | - | - | - | - | - | - | - | (2) | - | (248) | - | (426) |
| Result from operating activities |
36 556 | (599) | (1 632) | (549) | 316 | - | 7 055 | - | 3 572 | - | (11 914) | 1 757 | 34 438 |
| Net finance income/expenses |
218 | (21) | 42 | 18 | (57) | (2) | (33) | - | (126) | - | 623 | (42) | 621 |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | - | - | - | - | - | - | - | - | - | 6 376 | - | 6 376 |
| Profit/(loss) before tax | 36 775 | (620) | (1 715) | (531) | 260 | (2) | 7 022 | - | 3 446 | - | (11 291) | 1 715 | 35 059 |
| Income tax expenses | (8 594) | ||||||||||||
| Profit/(loss) for the period |
26 465 |
(1) Revenue in Apartments and Houses segments is recognized at the point in time when the customer takes control of the premises, i.e. on the basis of a signed protocol of technical acceptance, handover of keys to the purchaser of the premises and receipt of full payment.
| In thousands of Polish Zlotys (PLN) | For the 6 months ended 30 June 2024 |
For the year ended 31 December 2023 |
|
|---|---|---|---|
| Balance at 1 January | 83 220 | 63 139 | |
| IFRS 16 adjustment | 13 | 71 | |
| Purchase of investment property land | - | 11 000 | |
| Investment expenditures incurred | 72 | 717 | |
| Change in fair value during the period | - | 8 293 | |
| Balance as of the balance sheet date, including: | 83 306 | 83 220 | |
| Cost at the time of purchase | 69 484 | 69 412 | |
| IFRS 16 | 757 | 744 | |
| Fair value adjustments | 13 064 | 13 064 |
As at 30 June 2024, the investment property balance included:
Investment properties and investment properties under construction are measured initially at cost, including transaction costs.
At the end of each reporting year-end, the Management Board conducts an assessment of the fair value of each property, taking into account the most up-to-date appraisals. Profits or losses resulting from changes in the fair value of investment properties are recognized in the statement of comprehensive income in the period in which they arise. The result on the valuation of investment properties is presented in the increase/ decrease in fair value of investment property.
The Management Board determines the value of the property within the range of reasonable estimates of the fair value. The best evidence to determine the fair value is the current prices of similar properties in an active market.
In the absence of such information, management analyzes information from various sources, including:
All fair value estimates of real estate based on above mentioned approach, except for investment land, are considered to be level 3. For land, the comparison method is being used, the key input data are prices per square meter of comparable (in terms of location and size) plots in the same region obtained in sales transactions in the current year (Level 2 of the fair value hierarchy). The unobservable input data on the Level 3 was average period of comparable transactions. For the comparison approach the external appraiser used the transactions from the period 2022-2024 to perform the valuation.
Movements in Inventory during the six months ended 30 June 2024 were as follows:
| As at 1 January 2024 |
Transferred from land designated for development |
Transferred to finished units |
Additions | As at 30 June 2024 |
|---|---|---|---|---|
| 383 577 | ||||
| 173 298 | - | (59 404) | 102 724 | 216 618 |
| 19 987 | - | (1 417) | 4 343 | 22 913 |
| 58 057 | ||||
| 7 363 | - | - | 1 428 | 8 792 |
| 2 990 | - | (1 375) | 995 | 2 610 |
| 656 417 | - | (83 501) | 119 652 | 692 568 |
| 401 358 51 421 |
- - |
(18 259) (3 046) |
478 9 682 |
| Recognized in the statement of As at 30 June 2024 |
|
|---|---|
| 83 501 | (153 416) 39 693 |
| As at | |
| Increase | 30 June 2024 Utilization/ Reversal |
| - - |
- (4 577) |
| progress comprehensive income Write-down recognized in statement of Transferred comprehensive income from land designated for development |
| In thousands of Polish Zlotys (PLN) | As at 1 January 2024 |
Recalculation adjustment |
Depreciation | Transferred to Land designated for development |
Transfer to Other receivables |
As at 30 June 2024 |
|---|---|---|---|---|---|---|
| Perpetual usufruct right(1) | 31 041 | 817 | (333) | - | (1 106) | 30 418 |
| Inventory, valued at lower of - cost and net realisable value |
792 488 | 758 101 | ||||
(1) For additional information see Note 13.
For the year ended 31 December 2023
| In thousands of Polish Zlotys (PLN) | As 1 January 2023 |
Transferred to land for development |
Transferred from land designated for development |
Transferred to finished units |
Additions | As at 31 December 2023 |
|---|---|---|---|---|---|---|
| Land and related expense | 421 324 | - | 7 445 | (44 342) | 16 930 | 401 358 |
| Construction costs | 205 595 | - | 45 | (257 120) | 224 778 | 173 298 |
| Planning and permits | 22 322 | - | 722 | (7 911) | 4 853 | 19 987 |
| Borrowing costs (2) | 48 453 | - | 1 123 | (16 458) | 18 303 | 51 421 |
| Borrowing costs on lease and depreciation perpetual usufruct right (1) |
3 923 | - | - | (425) | 3 866 | 7 363 |
| Other | 3 755 | - | 190 | (6 588) | 5 633 | 2 990 |
| Work in progress | 705 372 | - | 9 525 | (332 843) | 274 363 | 656 417 |
| In thousands of Polish Zlotys (PLN) | As 1 January 2023 |
Transferred from fixed assets | Transferred from work in progress |
Recognized in the Statement of Comprehensive Income |
As at 31 December 2023 |
|
| Finished goods | 28 059 | - | 332 843 | (251 294) | 109 608 | |
| In thousands of Polish Zlotys (PLN) | As 1 January 2023 |
Transferred to land for development |
Transferred from land designated for development |
Revaluation write-down recognized in Statement of Comprehensive Income Utilization/Rev Increase |
As at 31 December 2023 |
|
| Write-down | (2 970) | - | (1 608) | - | ersal - |
(4 577) |
| In thousands of Polish Zlotys (PLN) | As 1 January 2023 |
Recalculation adjustment (3) |
Depreciation | Transferred from land designated for development |
Transfer to Other receivables |
As at 31 December 2023 |
| Perpetual usufruct right (1) | 16 793 | 19 611 | (682) | (1 674) | (3 008) | 31 041 |
| Inventory, valued at lower of - cost | ||
|---|---|---|
| and net realisable value | 747 254 | 792 488 |
(1) For additional information see Note 13.
(2) Borrowing costs are capitalized to the value of inventory with 9.912% average effective capitalization interest rate.
(3) Related to change in the perpetual usufruct payments from 2023. Amount of PLN 19,611 thousand of the recalculation adjustment described in Note 22 (iv) Litigation – Ursus Centralny, and to changes in perpetual usufruct payment in Miasto Moje project
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 ended | For the year ended | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2024 | 31 December 2023 |
| Opening balance | 21 663 | 21 094 |
| Moved from Inventory (perpetual land use assets – IFRS 16) | - | 1 674 |
| Capital expenditure | 334 | 1 018 |
| Transferred from work in progress and advances for land to land designated for development | - | 7 402 |
| Transferred to Inventory | - | (9 525) |
| Total closing balance | 21 997 | 21 633 |
| Closing balance includes: | ||
| Book value | 28 977 | 28 643 |
| Write-down | (6 980) | (6 980) |
| Total closing balance | 21 977 | 21 663 |
| As at | As at | ||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2024 | 31 December 2023 | |
| Value added tax (VAT) receivables | 22 753 | 23 017 | |
| Trade receivables | 2 954 | 3 313 | |
| Other receivables | 14 114 | 13 361 | |
| Trade and other receivables - IFRS 16 (impact of perpetual usufruct) | 1 047 | 2 800 | |
| Notary's deposit | 3 075 | - | |
| Prepayments(1) | 12 662 | 11 048 | |
| Total trade and other receivables and prepayments | 56 605 | 53 539 |
(1) The capitalized contract costs relating to signed agreements with clients have been presented in this line and amounted to PLN 2.3 million for the 6 months ended 30 June 2024 and PLN 2.4 million for the year ended 31 December 2023.
During the period ended 30 June 2024 and the year ended 31 December 2023, the Group booked allowance for expected credit losses in the amount of PLN 1.5 million and PLN 3.8 million respectively included in trade and other receivables.
On 24 May 2024, the Company signed a preliminary agreement for purchasing a plot of land in Wroclaw for the total amount of PLN 25 million, on the date of signing the agreement the company deposited PLN 3.1 million on a notary deposit.
Other receivables balance consists mostly of receivables under dispute described in the Note 22. As at balance sheet date, based on current status of the proceedings and best estimation of the management board amount of PLN 14 million is fully recoverable.
On 7 February 2024, Ronson Development Sp. z o.o. - Projekt 3 sp.k. ("Projekt 3") was served with the result of a customs and fiscal inspection conducted on 6 February 2024 by the Head of the Mazovian Customs and Fiscal Office in Warsaw concerning the settlements of Projekt 3 in the tax on goods and services for the period from February to April 2021.
The Head of the UCS claim they found irregularities in Project 3's VAT settlements and questioned Project 3's right to deduct input VAT from invoices issued in connection with Project 3's acquisition of land property. In the opinion of the Head of the UCS, the inclusion by Projekt 3 of the invoices in question in the VAT purchase registers and then in VAT returns constitutes a breach of Article 88(3a)(4a) of the VAT Act (according to which issued invoices and customs documents do not constitute grounds for a reduction in output tax and a refund of the difference in tax or a refund of input tax in the event that they state activities which have not been carried out - in the part concerning these activities). Project 3, disagreeing with the findings of the Head of the UCS, did not correct its VAT returns for the periods from February to April 2021.
On 24 June 2024, Project 3 was served with a ruling on the conversion of the customs and fiscal control into tax proceedings.
Based on the current status of the proceedings and the Management Board's assessment, the entire amount of VAT covered by the proceedings is recoverable.
On 29 January 2024, Ronson Development Sp. z o.o. - Projekt 6 sp.k. ("Projekt 6") was served with the result of a customs and fiscal inspection issued by the Head of the Mazovian Customs and Fiscal Office in Warsaw on 17 January 2024 in respect of Projekt 6's settlements of goods and services tax for the period of August 2021.
The Head of the UCS claim they found irregularities in Project 6's settlements in value added tax and questioned Project 6's right to deduct input VAT from invoices issued in connection with Project 6's acquisition of land property. In the opinion of the Head of the UCS, the inclusion by Project 6 of the invoices in question in the VAT purchase registers and then in VAT returns constitutes a breach of Article 88(3a)(4a) of the VAT Act (according to which issued invoices and customs documents do not constitute grounds for a reduction in output tax and a refund of the difference in tax or a refund of input tax in the event that they state activities which have not been carried out - in the part concerning these activities). Project 6, disagreeing with the findings of the Head of the UCS, did not correct its VAT return for August 2021.
On 17 April 2024, Project 6 was served with a ruling on the conversion of the customs and fiscal control into tax proceedings.
Based on the current status of the proceedings and the Management Board's assessment, the entire amount of VAT covered by the proceedings is recoverable.
property
The table below presents the lists of advances for land paid as at 30 June 2024 and 31 December 2023:
| Investment location | As at 30 June 2024 | As at 31 December 2023 | ||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||||
| Warsaw, Białołęka | 1 450 | 1 450 | ||
| Warsaw, Ursus(1) | 20 000 | 16 100 | ||
| Total | 21 450 | 17 550 |
(1) as a security for the advance paid there is a mortgage in favor of Ronson subsidiary.
During the period ended 30 June 2024 group paid next tranche of payment for land in Ursus district in amount PLN 3.9 million – payment was done accordingly to the agreement schedule.
The movement on the right-of-use assets and lease liabilities during the period ended 30 June 2024 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2024 |
Transferred to Land designated for development |
Additions/ Disposal net |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment |
Transfer to trade receivables |
30 June 2024 |
|---|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
31 040 | - | - | (333) | - | 817 | (1 106) | 30 418 |
| Right of use assets related to investment property |
744 | - | - | (10) | 23 | - | - | 757 |
| Right of use assets related to land designated for development |
1 625 | - | - | (53) | - | - | - | 1 572 |
| Right of use assets related to fixed assets |
558 | - | 152 | (76) | - | - | - | 634 |
| In thousands of Polish Zlotys (PLN) |
1 January 2024 |
Transferred to Land designated for development |
Additions/ Disposal net |
Finance expense |
Payments | Recalculation adjustment |
Transfer to trade payables |
30 June 2024 |
| Lease liabilities related to inventory |
35 368 | - | - | 1 095 | (1 463) | 880 | (1 228) | 34 652 |
| Lease liabilities related to fixed assets Lease liabilities |
650 | - | - | 1 | - | - | - | 651 |
| related to investment | 720 | - | - | 46 | (46) | - | - | 720 |
The movement on the right of use assets and lease liabilities during the period ended 31 December 2023 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2023 |
Transferred to Land designated for development |
Additions | Disposals | Depreciation charge |
Fair value adjustment |
Recalcu lation adjust ment (1) |
Transfer to trade receivabl es |
31 Decembe r 2023 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
16 793 | (1 674) | - | - | (682) | - | 19 612 | (3 008) | 31 041 | |
| Right of use assets related to investment property |
673 | - | - | - | (20) | 91 | - | - | 744 | |
| Right of use assets related to Land designated for development |
- | 1 674 | - | - | (49) | - | - | - | 1 625 | |
| Right of use assets related to fixed assets |
364 | - | 381 | (119) | (68) | - | - | - | 558 | |
| In thousands of Polish Zlotys (PLN) |
1 January 2023 |
Additions | Disposals | Finance expense |
Payments | Recalculation adjustment (1) |
Transfer to trade payables |
31 December 2023 | ||
| Lease liabilities related to inventory |
16 888 | - | - | 3 115 | (1 244) | 19 569 | (2 960) | 35 368 | ||
| Lease liabilities related to fixed assets |
434 | 320 | (105) | 1 | - | - | - | 650 | ||
| Lease liabilities related to investment property |
663 | - | - | 46 | (46) | 57 | - | 720 |
(1) Relates to change in the perpetual usufruct payments from 2023 and purchased land with perpetual usufruct. Amount of PLN 14,215 thousand of the recalculation adjustments is described in Note 22 (iv) Litigation- Ursus Centralny.
On 25 May 2023, the Company and Luzon Group entered into an agreement for settling the return of the amounts received from Israeli Investors in 2022 related to the SAFE Agreements and releasing the Company from its obligation towered the SAFE Investors.
Conclusion of this agreement results from the fact that the Company has decided that within the period specified in the SAFE Agreements it will not apply for admission of the Company's shares to trading on the Tel Aviv Stock Exchange.
On the basis of the agreement, the Company undertook to return to Luzon Group the financing received from Investors under the SAFE Agreements in the total amount of ILS 60 million (sixty million Israeli shekels), to satisfy Luzon Group's claims against the Company under the SAFE Agreements and applicable Israeli law. Based on the Company's Management judgment, it was concluded that signing of the agreement of May 25, 2023 resulted in the canceling of the liability to investors and the recognition of a new liability to Luzon Group, which was recognized as a financial liability measured at amortised costs with a discounted cash flow rate of 7.14% per annum. Payments to Luzon Group in the total amount of PLN 40 million (approx. ILS 34.3 million) were made in May and November 2023.
As of 14 March 2024, new annex was signed about earlier settling of liability towards shareholder which would become due under new annex in April 2024. Based on that Group recognized PLN 1.9 million of finance cost of discount reversal on amortised costsrelated to change in maturity assumption and it was treated as a modification of the original liability.
On 5 April 2024, the financial liability to Shareholder has been fully paid.
The table below presents the movement on the new liability to Luzon Group for the period from 31 December 2023 to the end of the reporting period, i.e., 30 June 2024:
| Investor | Value of the liability at amortised costs December 31, 2023 [in PLN] |
Repayment of liability [in PLN] |
Finance expense related to discount factor reversal [in PLN] |
Finance income related to forex exchange cost [in PLN] |
Value of the liability at amortised costs June 30, 2024 [in PLN] |
|---|---|---|---|---|---|
| Amos Luzon Development and Energy Group Ltd. |
25 592 623 | (27 231 660) | 1 851 769 | (212 732) | - |
| Long term part | 19 519 018 |
Short term part 6 073 604
The table below presents the movement on the new liability to Luzon Group for the period from 25 May 2023 to the end of the previous year reporting period, i.e. 31 December 2023:
| Investor | Liability at amortised costs as of May 25, 2023 [in PLN] |
Liability recognition date |
Repayment of liability [in PLN] |
Finance expense related to discount factor reversal [in PLN] |
Finance income related to forex exchange cost [in PLN] |
Value of the liability at amortised costs December 31, 2023 [in PLN] |
|---|---|---|---|---|---|---|
| Amos Luzon | ||||||
| Development and | 64 083 496 | 25 May 2023 | 40 000 000 | 2 311 279 | 885 677 | 25 592 623 |
| Energy Group Ltd. | ||||||
| Long term part | 19 519 018 | |||||
| Short term part | 6 073 604 | |||||
The table below presents the movements in bonds during the six months ended 30 June 2024 and during the year ended 31 December 2023 as well as the Current and Non-currents balances as at the end of respective periods:
| For the period ended 30 June 2024 |
For the year ended 31 December 2023 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 225 320 | 203 370 |
| Repayment of bond | (51 085) | (40 000) |
| Redemption of bonds at new issuance (1) | (8 915) | - |
| Proceeds from bonds (nominal value) | 60 000 | 60 000 |
| Issue cost | (1 606) | (863) |
| Issue cost amortization | 714 | 1 262 |
| Accrued interest | 11 418 | 24 134 |
| Interest repayment | (11 054) | (22 583) |
| Total closing balance | 224 791 | 225 320 |
| Closing balance includes: | ||
| Current liabilities | 106 432 | 106 644 |
| Non-current liabilities | 118 359 | 118 676 |
| Total Closing balance | 224 791 | 225 320 |
(1) At the issuance date of new series P2023A part of the bonds V were redeemed – for more details please refer to Note 26.
| In thousands of Polish Zlotys (PLN) | Currency | Nominal interest rate | Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value | Fair value(2) |
|---|---|---|---|---|---|---|---|---|
| Bonds series W(1) | PLN | 6-month Wibor + 4.00% | 2025 | 100 000 | 2 055 | (371) | 101 684 | 100 800 |
| Bonds series X(3) | PLN | 6-month Wibor + 4.20% | 2026 | 60 000 | 2 948 | (577) | 62 372 | 61 800 |
| Bonds series P2023A (4) | PLN | 6-month Wibor + 3.85% | 2027 | 60 000 | 2 171 | (1 435) | 60 735 | 60 900 |
| Total | 220 000 | 7 174 | (2 383) | 224 791 | 223 500 |
1. The series W bonds issued on April 2021 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.
2. The fair value is set based on the bond price on Catalyst as at 30 June 2024. Classified as level 1 of fair value hierarchy.
3. The series X bonds issued on July 2023 are secured by joint mortgage up to the amount of 90.0 million Polish zlotys.
4. The series P2023A were issued in February 2024 on basis of approved base prospectus for the Company's Public Bond Issuance Program, drawn up in connection with the public offering of bearer bonds with an aggregate nominal value of no more than 175 million Polish zlotys.
| In thousands of Polish Zlotys (PLN) |
Currency | Nominal interest rate | Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
Fair value(3) |
|---|---|---|---|---|---|---|---|---|
| Bonds series V(1) | PLN | 6-month Wibor + 4.30% | 2024 | 60 000 | 1 472 | (166) | 61 306 | 60 120 |
| Bonds series W(2) | PLN | 6-month Wibor + 4.00% | 2025 | 100 000 | 2 021 | (605) | 101 416 | 100 890 |
| Bonds series X(4) | PLN | 6-month Wibor + 4.20% | 2026 | 60 000 | 3 318 | (720) | 62 597 | 60 240 |
| Total | 220 000 | 6 810 | (1 491) | 225 320 | 221 250 |
1. Series V bonds issued on October 2020 are repayable in two tranches: 40% (PLN 40.0 million) of the value plus accrued interest were repaid in October 2023, additional amount of 8.9 million was redeemed
against new issuing of Serial P2023A issued on February 2024, the remaining part (PLN 51.1 million) plus accrued interest were repaid in April 2024. 2. The series W bonds issued on April 2021 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.
3. The fair value is set based on the bond price on Catalyst as at 31 December 2023. classified as level 1 of fair value hierarchy.
4. The series X bonds issued in July 2023 are secured by joint mortgage up to the amount of 90.0 million Polish zlotys. The series X bonds are to be repaid in July 2026
In the terms and conditions of the issue of the Series W Bonds, the Company undertook that the net debt to equity ratio ('Ratio' or 'Net Debt Ratio') would not exceed 80% at any time.
In the terms and conditions of the issue of the series X bonds and the series P2023A bonds, the Company undertook that the Net Debt Ratio would not exceed 100% at any time.
Exceeding the aforementioned levels of the Ratio will result in an increase in the margin of the respective bond series and may lead to the obligation of the Company to redeem the respective bonds. Group analyses level of the ratio on monthly basis.
As at the date of publication of this report, as at 30 June 2024 and as at 31 December 2023, the Company has not exceeded any of the Ratios contained in the Terms and Conditions of the Bonds.
The Net Debt Ratios as at 30 June 2024 and 31 December 2023 are set out below:
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2024 | 31 December 2023 |
| Bonds | 224 791 | 225 320 |
| Secured bank loans | 2 860 | 8 815 |
| Liability to shareholders measured at amortised cost | - | 25 593 |
| IFRS 16 - Lease liabilities related to cars | 573 | 489 |
| Less: cash on individual escrow accounts (other current financial assets) | (10 074) | (12 809) |
| Less: Cash and cash equivalents | (208 417) | (203 860) |
| Net Debt | 9 734 | 43 547 |
| Equity | 584 754 | 533 672 |
| Ratio | 1.7% | 8.2% |
| Max Ratio series V and W | 80.0% | 80.0% |
| Max Ratio series X and P2023A | 100.0% | 100.0% |
Pursuant to Terms and Conditions of Issue of Series W Bonds, transactions of purchase of services, products or assets from a shareholder of the Company holding more than 25 percent of the Company's shares or from a related entity (within the meaning of IAS 24, including an entity controlling the Company jointly or individually, in a direct or indirect manner) or from a subsidiary outside the Group, may not in total exceed PLN 1.0 million during a given calendar year.
Pursuant to the Terms and Conditions of Issue of Series X Bonds and Series P2023A Bonds, transactions of purchase of services, products or assets from a shareholder of the Company holding more than 25 percent of the Company's shares (within the meaning of IAS 24) or from a related entity (including an entity controlling the Company jointly or individually, in a direct and indirect manner, the Company) or from its subsidiary outside the Group may not in total exceed the amount of PLN 2,0 million in any calendar year and, for the avoidance of doubt, the reimbursement of expenses incurred by such shareholder or entity in connection with the purchase of services, products or assets for the Group from third parties does not constitute an acquisition of such services, products or assets from such shareholder or entity.
During the period ended 30 June 2024 and period ended 30 June 2023, the consulting fees related to A. Luzon Group amounted to PLN 485 thousand and PLN 421 thousand respectively.
Terms and conditions of issuance of Bonds of the Company ("T&C's") provide that only certain, specified types of financial indebtedness should be taken into account when determining the level of financial indebtedness for the purpose of calculating financial ratios in accordance with T&C's. In particular, certain T&C's require that financial indebtedness resulting from finance lease agreements (in Polish: umowy leasingu finansowego) should be included in calculation of the financial indebtedness. Those T&C's do not provide that the indebtedness resulting from finance lease agreements shall also include other financial indebtedness which is recognized as lease liability in accordance with IFRS 16.
Given the above, and taking into the account the type of activities carried out by the Group, despite changes in the IFRS in this respect, the Company concluded that inclusion of other type of financial indebtedness, in particular liabilities from annual fees for perpetual usufruct, for the purposes of calculations of financial ratios would not be in line with T&C's and therefore the Company does not include such finance lease alike items in such calculations. For additional information about IFRS 16 see Note 13.
| In thousands of Polish Zloty (PLN) | For the period ended 30 June 2024 (Reviewed/ Unaudited) |
For the year ended 31 December 2023 (Audited) |
|---|---|---|
| Opening balance | 8 815 | 16 297 |
| New bank loan drawdown | 82 296 | 96 538 |
| Bank loans repayments | (88 251) | (104 020) |
| Interests accrued | 434 | 1 361 |
| Interests repayment | (434) | (1 361) |
| Bank charges paid | (2 192) | (987) |
| Bank charges presented as prepayments | 1 225 | 874 |
| Bank charges amortization (capitalized on Inventory) | 968 | 112 |
| Total closing balance | 2 860 | 8 815 |
| Closing balance includes: | ||
| Current liabilities | 2 860 | 8 815 |
| Non-current liabilities | - | - |
| Total closing balance | 2 860 | 8 815 |
| Investment | Currency | Nominal interest rate | Signing date | Year of maturity |
Credit line amount in ('000 PLN) |
Balance as at 30 June 2024 ('000 PLN) |
|---|---|---|---|---|---|---|
| Nova Królikarnia 4b1 | PLN | 1 Month Wibor + 2.90% | 23 Jun 2023 | 2026 | 29 000 | 665 |
| Między Drzewami I | PLN | 1 Month Wibor + 2.80% | 23 Jun 2023 | 2026 | 40 500 | 2 145 |
| Ursus Centralny IIe | PLN | 3 Month Wibor + 2.10% | 11 Jan 2024 | 2027 | 121 400 | 29 |
| Miasto Moje VII | PLN | 3 Month Wibor + 2.10% | 11 Jan 2024 | 2027 | 77 900 | 21 |
| Total | 268 800 | 2 860 |
| Investment | Currency | Nominal interest rate | Signing date | Year of maturity |
Credit line amount in ('000 PLN) |
Balance as at 31 December 2023 ('000 PLN) |
|---|---|---|---|---|---|---|
| Osiedle Vola | PLN | 1 Month Wibor + 2.80% | 12 Apr 2023 | 2026 | 44 779 | 730 |
| Nova Królikarnia 4b1 | PLN | 1 Month Wibor + 2.80% | 23 Jun 2023 | 2026 | 29 000 | 1 717 |
| Między Drzewami I | PLN | 1 Month Wibor + 2.80% | 23 Jun 2023 | 2026 | 40 500 | 6 368 |
| Total | 114 279 | 8 815 |
In the case of bank loans, the fair value does not differ significantly from the carrying amount because the interest payable on these liabilities is close to the current market rates or the liabilities are short-term. For unquoted financial instruments, the discounted cash flow model was used and classified to the second level of the fair value hierarchy.
All credit bank loans are secured. For additional information about unutilized credit loans see Note 22. The bank loans are presented as short-term due to the fact that those are the credit lines used by the Group and repaid during normal course of business (up to 12 months from each tranche loan drawdown).
| As at 30 June 2024 | As at 31 December 2023 | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Trade payables | 22 477 | 26 728 |
| Trade payable related to purchase of land(1) | 23 450 | 23 450 |
| Accrued expenses | 29 480 | 29 656 |
| Guarantees for construction work | 4 537 | 2 663 |
| Value added tax (VAT) and other tax payables | 3 141 | 3 536 |
| Non-trade payables | 846 | 969 |
| Other trade payables - IFRS 16 | 1 163 | 2 761 |
| Total trade and other payables and accrued expenses | 85 093 | 89 762 |
(1) The balance relates to land purchase transaction held on 19 September 2022 in which the Group via its subsidiary signed final agreement for the purchase of the land on Wolska Street Warsaw, the payment is deferred to 31 December 2024.
Trade and non-trade payables are non-interest bearing and are normally settled on 30-day terms.
Group had also Credit line from General Constructor with WIBOR 6M interests rate. As of 31 December 2023, Group concluded that this payable should be treated as normal payable to the General constructor taking into consideration character and substance of the transaction, as well as fact that settlements with general constructors are normal operational course of business of the Group. Value of the interests bearing deferred trade payable amounted to PLN 9.5 million as of 31 December 2023. During the period ended 30 June 2024 the Credit line was fully repaid.
| 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 |
|
|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | |
| In thousands of Polish Zlotys (PLN) | (Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
(Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
| Current tax expense | ||||
| Current period | 23 013 | 13 322 | 5 176 | 3 341 |
| Taxes in respect of previous periods | 51 | 11 | (261) | (379) |
| Total current tax expense | 23 064 | 13 333 | 4 914 | 2 961 |
| Deferred tax expense | ||||
| Origination and reversal of temporary differences | (11 455) | (7 337) | 5 559 | 4 903 |
| Deferred tax asset recognized from the tax losses | (2 042) | (1 009) | (1 879) | (1 155) |
| Total deferred tax (benefit)/expense | (13 497) | (8 346) | 3 680 | 3 747 |
| Total income tax expense | 9 567 | 4 987 | 8 594 | 6 709 |
The effective income tax rate in the period ended 30 June 2024 amounted to 16.0% (24.01% in comparative period). The effective interest rate for the period of six months ended 30 June 2024 was the result of using interests under thin capitalization from previous years on which deferred tax asset was not created and creating deferred tax assets on remaining amount of these interests.
Movements in Deferred tax assets and liabilities during the six months ended 30 June 2024 were as follows:
| Opening balance | Recognized in the statement | Closing balance 30 | ||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 1 January 2024 | of comprehensive income | June 2024 | |
| Deferred tax assets | ||||
| Tax loss carry forward | 4 915 | 2 042 | 6 957 | |
| Not used interests in previous periods | - | 1 914 | 1 914 | |
| Difference between tax and accounting basis of inventory | 36 741 | (13 294) | 23 447 | |
| Accrued interest | 1 294 | 69 | 1 363 | |
| Accrued expense | 1 117 | (278) | 839 | |
| Write-down on work in progress | 2 635 | - | 2 635 | |
| Fair value valuation of Investment property | 423 | - | 423 | |
| Other | 797 | (19) | 778 | |
| Total deferred tax assets | 47 922 | (9 567) | 38 355 | |
| Deferred tax liabilities | ||||
| Difference between tax and accounting revenue recognition | 63 903 | (23 539) | 40 364 | |
| Difference between tax base and carrying value of | 9 811 | 876 | 10 687 | |
| capitalized finance costs on inventory | ||||
| Accrued interest | 567 | 3 | 570 | |
| Fair value gain on investment property | 2 754 | 31 | 2 785 | |
| Difference on tax value on liability to shareholders | 431 | (431) | - | |
| Other | 438 | (4) | 434 | |
| Total deferred tax liabilities | 77 904 | (23 064) | 54 840 | |
| Total deferred tax benefit (see Note 17) | (13 497) | |||
| Deferred tax assets | 47 922 | 38 355 | ||
| Deferred tax liabilities | 77 904 | 54 840 | ||
| Offset of deferred tax assets and liabilities for individual companies | (41 554) | (30 990) | ||
| Deferred tax assets reported | 6 369 | 7 365 | ||
| in the statement of financial position | ||||
| Deferred tax liabilities reported | 36 350 | 23 850 | ||
| in the statement of financial position |
Payments from customers on account of the purchase of apartments and parking places are recorded as deferred income until the time that they are delivered to the buyer and are recognized 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 | As at 31 December 2023 |
|
|---|---|---|---|
| 30 June 2024 | |||
| Deferred income related to the payments received from customers | |||
| for the purchase of products, not yet included as income in the | |||
| income statement | |||
| Opening balance | 231 008 | 139 911 | |
| - increase (advances received) | 213 756 | 485 505 | |
| - decrease (revenue recognized) | (235 762) | (394 408) | |
| Total advances received | 209 002 | 231 088 | |
| Other (deferred income)* | 1 714 | 3 167 | |
| Total | 210 716 | 234 175 | |
* Deferred income from invoices issued for premises delivered but not fully paid as well as reservation fees for apartments paid at 30 June 2024.
Additional information regarding contracted proceeds not yet received which are a result of signed agreements with the clients, please see Note 22.
Revenues from contracts will be recognized at the time of handover the apartment to the client, completion of construction process and obtaining all necessary administrative decisions (occupancy permit), which usually takes from 1 to 3 months from the completion of construction stage.
| 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 |
|
|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | |
| In thousands of Polish Zlotys (PLN) | (Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
(Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
| Sales revenue | ||||
| Revenue from residential projects | 236 263 | 115 755 | 176 431 | 154 599 |
| Total sales revenue | 236 263 | 115 755 | 176 431 | 154 599 |
| Cost of sales | ||||
| Cost of finished goods sold | (155 017) | (82 082) | (120 259) | (105 023) |
| Total cost of sales | (155 017) | (82 082) | (120 259) | (105 023) |
| Gross profit on sales | 81 247 | 33 674 | 56 172 | 49 576 |
| Gross profit on sales % | 34% | 29% | 32% | 32% |
During the six months period ended 30 June 2024, the Group analysed inventories for valuation to net realizable value and did not identify indications of an impairment of inventories and the necessity to recognize inventory write-downs.
The amounts in the table below present uncharged investment commitments of the Group in respect of construction services to be rendered by the general contractors:
| In thousands of Polish Zlotys (PLN) | Contracted amount as at 30 June 2024 |
Commitments as at 30 June 2024 |
Contracted amount as at 31 December 2023 |
Commitments as at 31 December 2023 |
|---|---|---|---|---|
| TechBau Budownictwo Sp. z o.o. | 95 318 | 22 207 | 96 918 | 49 342 |
| Hochtief Polska S.A. | 103 123 | 39 741 | 70 300 | 33 657 |
| W.P.I.P. - Mardom Sp. z o.o. | 36 600 | 2 717 | 36 000 | 13 966 |
| Totalbud S.A. | 17 836 | 5 562 | 17 434 | 11 914 |
| EBUD - Przemysłówka Sp. z o.o. | 48 925 | 21 780 | 43 178 | 4 162 |
| Leancon Sp. z o.o. | 32 500 | 2 020 | 32 510 | 3 455 |
| ARKOP Sp. Z o.o. Sp. K. | 20 538 | 15 916 | - | - |
| KMJ Developer Sp. z o.o. | 17 050 | 15 667 | - | - |
| Karmar S.A. | - | - | 112 078 | 2 192 |
| Total | 371 891 | 125 609 | 408 418 | 118 687 |
The table below presents the list of the construction loan facilities, which the Group arranged for in conjunction with entering into bank loan agreements in order to secure financing of the construction and other costs of the ongoing projects. The amounts presented in the table below include the unutilized part of the construction loans available to the Company/Group:
| In thousands of Polish Zlotys (PLN) | As at 30 June 2024 | As at 31 December 2023 |
|---|---|---|
| Osiedle Vola | - | 22 429 |
| Nova Królikarnia 4b1 | 19 745 | 27 283 |
| Między Drzewami I | 9 153 | 23 892 |
| Miasto Moje VII | 53 654 | - |
| Ursus Centralny IIe | 91 092 | - |
| Total | 173 643 | 73 604 |
The table below shows the amounts that the Group expects to receive from clients undersigned agreements for the sale of apartments, i.e. expected payments undersigned agreements with clients up to 30 June 2024, net of amounts received up to the balance sheet date (which are presented in the Interim Condensed Consolidated Statement of Financial Position as advances received):
| As at 30 June 2024 | As at 31 December 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Reviewed/Unaudited) | (Audited) | |||||||
| In thousands of Polish Zlotys (PLN) |
Completio n date* |
Total value of preliminary sales agreements signed with clients |
Advances received from Clients until 30 June 2024 |
Contracted payments not received yet as at 30 June 2024 |
Total value of preliminary sales agreements signed with clients |
Advances received from Clients until 31 December 2023 |
Contracted payments not received yet as at 31 December 2023 |
|
| Ursus Centralny IIe | Q4 2024 | 141 787 | 67 247 | 74 539 | 87 325 | 19 391 | 67 934 | |
| Ursus Centralny IIc | Q3 2023 | 2 950 | 1 285 | 1 665 | 82 765 | 71 746 | 11 019 | |
| Miasto Moje VII | Q4 2024 | 114 895 | 68 805 | 46 089 | 73 936 | 25 722 | 48 214 | |
| Osiedle Vola | Q1 2024 | 1 889 | 1 883 | 7 | 68 937 | 49 593 | 19 344 | |
| Między Drzewami I | Q3 2024 | 58 107 | 33 735 | 24 373 | 53 777 | 17 613 | 36 164 | |
| Nowa Północ Ia | Q1 2024 | 5 795 | 2 799 | 2 997 | 30 451 | 15 354 | 15 097 | |
| Eko Falenty I | Q4 2023 | 5 774 | 2 259 | 3 514 | 20 653 | 14 288 | 6 365 | |
| Nova Królikarnia 4b1 | Q2 2025 | 25 171 | 15 680 | 9 491 | 14 071 | 4 743 | 9 329 | |
| Miasto Moje VI | Q1 2023 | 1 622 | 1 229 | 393 | 8 240 | 6 116 | 2 125 | |
| Viva Jagodno III | Q3 2025 | 10 560 | 2 860 | 7 700 | 6 499 | 438 | 6 062 | |
| Viva Jagodno IIb | Q2 2023 | 1 094 | 931 | 164 | 5 305 | 1 330 | 3 976 | |
| Grunwaldzka | Q2 2023 | - | (7) | 7 | 3 213 | 778 | 2 435 | |
| Viva Jagodno IIa | Q4 2022 | 60 | 50 | 10 | 2 151 | 226 | 1 925 | |
| Nowe Warzymice IV | Q2 2023 | 546 | 59 | 487 | 2 030 | 598 | 1 432 | |
| Miasto Moje V | Q3 2022 | 426 | 283 | 143 | 1 336 | 383 | 953 | |
| Ursus Centralny IIb | Q1 2023 | 90 | 39 | 51 | 699 | 691 | 7 | |
| Miasto Moje IV | Q4 2021 | 111 | 87 | 24 | 334 | 229 | 105 | |
| Nowe Warzymice III | Q4 2022 | - | 6 | (6) | 32 | 37 | (4) | |
| Nowe Warzymice II | Q2 2022 | 9 | 15 | (6) | 22 | 28 | (6) | |
| Zielono Mi I | Q3 2025 | 23 288 | 5 164 | 18 125 | - | - | - | |
| Nowe Warzymice V.1 | Q2 2025 | 7 516 | 2 120 | 5 396 | - | - | - | |
| Nowa Północ IB | Q2 2025 | 2 050 | 477 | 1 573 | - | - | - | |
| Miasto Moje VIII | Q2 2026 | 6 935 | - | 6 935 | - | - | - | |
| Nowe Warzymice V.2 | Q3 2025 | 3 544 | - | 3 544 | - | - | - | |
| Między Drzewami II | Q4 2026 | 2 195 | - | 2 195 | - | - | - | |
| Other (old) projects | 2 352 | 2 000 | 352 | 1 810 | 1 706 | 104 | ||
| Total (excluding JV) | 418 767 | 209 005 | 209 762 | 463 587 | 231 008 | 232 578 | ||
| Wilanów Tulip | Q3 2021 | - | - | - | 8 833 | 5 023 | 3 810 | |
| Total (including JV) | 418 767 | 209 005 | 209 762 | 472 419 | 236 031 | 236 389 |
*From the completion date the assumed recognition of the advances as revenue is between 3-9 months
Ronson Development sp. z o.o. - Ursus Centralny sp.k. ('Ursus Centralny Company') is a party to court proceedings to determine the amount of the perpetual usufruct fee for the land owned by the State Treasury, located in Warsaw at 6, 6A Taylora Street. The Group treats this as a contingent liability.
In the court proceedings pending in the case, an expert property appraiser's opinion valuing the property at PLN 124,928,900.00 (in words: one hundred and twenty-four million, nine hundred and twenty-eight thousand, nine hundred zloty) was issued on 14 March 2024. The subject of the valuation was plot of land with registration number 98/2. The date on which the value and condition of the subject of the valuation was determined is 19 November 2021, i.e. the date on which the President of the Capital City of Warsaw gave notice of termination of the annual fee. The expert opinion is based on the comparative method and the indirect price adjustment method. Ursus Centralny Company raised objections to the expert opinion. As a result of the objections raised, the court issued an order on 16 May 2024 to admit evidence of a supplementary opinion to answer the questions raised in the objections. The supplementary opinion has not yet been served.
Adjudication is not expected in 2024 and it is difficult to assess the adjudication of the case itself at this stage.
From the analysis of the agreement on the change of perpetual usufruct for the plots of land currently marked with registration numbers: 98/7, 98/8, 98/9 and 225 (former 98/10), as well as the agreement on the future conclusion of a change of perpetual usufruct agreement for plot 226 (former 98/11), it follows that after the court proceedings on the perpetual usufruct fee are over, the Ursus Centralny Company will have to pay the difference between twice the fee established in a final court ruling or a concluded settlement agreement, with the fee already paid (amounting to twice the fee in effect before the termination).
This means that regardless of the amounts already paid as a result of the conclusion of the agreement to change the purpose of perpetual usufruct, Ursus Centralny Company will have to pay the difference calculated on the basis of the final decision, ending the pending proceedings.
However, taking into account the progress of the land change and current market practice in similar cases, the Group decided to reassess the rightof-use liability and asset, as a result of which additional right-of-use assets relating to inventory were recognized, and the right-of-use lease liabilities relating to inventory amounted to PLN 13,916 thousand and were recognized during the year ended 31 December 2023.
On 3 February 2023, in a case against Ronson Development Sp. z o.o. - Estate Sp. k., a subsidiary of the Company that operated the Galileo development project (the "Galileo Company"), a judgment was issued obligating the Galileo Company to pay the plaintiff (the purchaser of a unit in this project) the amount of PLN 80 thousand with statutory interest from the date of filing the lawsuit (May 28, 2013) as a reduction in the price of the unit due to its defects. The judgment was issued by the court of second instance and is final and has been executed. In connection with its issuance, the Galileo Company decided to establish a provision for other similar cases in the total amount of PLN 2.1 million, as of 31 December 2022, and from which the amount of PLN 535 thousand was released in the previous year. To date, the Galileo Company has reached settlements in four cases in which the price reduction claims have been paid, and the parties have agreed to enter into court settlements under which the lawsuits will be withdrawn.
At the same time, Galileo Company is a plaintiff in a case against Eiffage Polska Budownictwo S.A. the general contractor of the Galileo development project ("Eiffage"), its insurer and others involved in the development and their insurers, the subject of which is the recognition of the liability of Eiffage and others for Galileo Company's damages related to the improper implementation of the project and compensation. In addition, Galileo Company has already received partial compensation from the designers and their insurer for damage caused in the implementation of this project. The settlement of this litigation is not expected in 2024.
In first quarter of 2024 two judgments have been issued in the first instance. The first one awards the plaintiff a total amount of 669,003.41 (six hundred and sixty-nine thousand three 41/100) with statutory interest for delay from the date of the summons for payment, which at the moment is close to the amount of the main claim. The case in which the verdict was issued is special in that it involved 4 units in the investment, owned by one person - hence the amount awarded by the Court is so high. Galileo Company plans to appeal the verdict.
The second judgment, handed down in the first quarter of 2024, dealt with the issue of the plaintiffs' exceeding the deadline for filing warranty claims, which, according to them, did not occur due to the concealment of defects. The court in the judgment dismissed the claim in its entirety. A similar state of facts as in this case is the subject of yet another proceeding before the court. Based on the verdict, it is likely that the second suit based on the same reasoning will also be dismissed. The plaintiffs appealed against the judgment. During the year 2024 group did not use or create new provision in respect to this matter.
The remaining cases involving the Galileo Company remain pending before the court of first instance. Currently, Galileo Company is a participant in a total of 8 proceedings (of which 6 are in the court of first instance, 1 in the court of second instance and 1 before the Supreme Court).
Three Group companies, namely Ronson Development sp. z o.o. - Projekt 3 sp.k. ('Project 3'), Ronson Development SPV4 sp. z o. o. ('SPV4') and Ronson Development sp. z o.o. - Projekt 4 sp.k. ('Projekt 4') are parties to several court proceedings, and several enforcement proceedings, against a group of several related companies that were sellers or otherwise involved in the sale of certain land properties. The claims of the Group companies are, in particular, claims for the return of down payments made or demands for payment of double the amount, claims for the return of a loan granted, or claims for the payment of damages.
On June 5, 2024, of the 11 pending enforcement proceedings, one was discontinued due to the lack of foreclosure on the property. A new foreclosure on this property will not be able to be initiated until 6 months after the date of the second auction. At the same time, due to the validity of the payment order issued on January 4, 2024 in one of the pending court cases, another enforcement proceeding has been initiated after it was granted an enforcement clause. In view of the above, as of the date of this report, a total of 11 enforcement proceedings are pending. In addition, Group companies have filed four motions with the court to disclose the debtor's assets, the cases have been given references and the first hearings have already been held, and the dates of the next hearings have been set for September 2024.
In the court proceeding to reconcile the contents of the land and mortgage register with the real state of affairs, in which the SPV3 company is the plaintiff in the six-month period ending June 30, 2024, the defendants filed answers to the lawsuit, while the plaintiff company filed a reply to the defendants' answers to the lawsuit. In addition, on June 10, 2024, the court issued an order denying the plaintiff's request for security in the form of cancellation of the contractual mortgage. The plaintiff company is awaiting the reasons for this order.
Based on current status of the proceedings and best estimation of the management board, Group recognized write off in amount of PLN 2.6 million during the period ended 31 December 2023 and estimated that rest of the Group's assets are recoverable.
The Group's activities expose it to a variety of risks: Global risks, Market risks and financial risk factors (currency risk, liquidity risk, fair value measurement risk, interest rate risk). The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. The Management Board reviews and updates policies for managing each of these risks and they are summarized below. The Group also monitors the market price risk arising from all financial instruments.
The Group does not use derivative financial instruments to hedge currency or interest rate risks arising from the Group's operations and its sources of finance. Throughout the year ended 31 December 2023, which continued into the period ended 30 June 2024, the Group's policy was not to trade in (derivative) financial instruments.
The Group's principal financial instruments comprise cash balances, other current financial assets, loans granted to JVs and Group subsidiaries, bank loans, bonds, financial instruments measured at amortised costs, trade receivables and trade payables. The main purpose of these financial instruments is to manage the Group's liquidity and to raise finance for the Group's operations.
In terms of risks specific for the sector, in which the Group operates, the Group is exposed to potential increase in construction costs, potential increase in interest rates, the challenge of securing lands for reasonable prices which can lead to the significant negative impact on the margins of 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 2024.
After a slowdown in 2023, economic growth is set to pick up in 2024 and 2025. According to a recent publication by the main Statistic office for Poland (GUS), Poland's economic growth in 2024 should oscillate around 2.8%. It will be supported by strong private, as well as public, consumption, while the trade balance is expected to hold back growth. Investment is set to contribute positively to growth in 2024, less than in 2023, but to accelerate in 2025. Inflation is projected to ease in 2024 and 2025, but price pressures are set to remain elevated in the context of rising domestic demand, increasing labour costs, and gradual unfreezing of energy prices. Investments in defense and social spending are delaying fiscal consolidation ". Inflation is expected to decrease from 10,9% at the end of the 2023 to around 4,3% at the end of 2024.
The general government deficit is expected to increase to 5.4% of GDP in 2024. Spending on defense is set to further expand. The net budgetary cost of energy-support measures is projected at 0.5% of GDP, reflecting the extension of most of the support schemes with limited revenues from levies on the windfall profits of energy companies.
The unemployment rate is set to rise marginally in 2024 but remain at a historical low of close to 5% amid negative demographic trends. Employment is projected to stagnate in 2024 and 2025. Wages are expected to continue growing at a fast pace, with expected increase of a 20% in minimum wage in 2024, a large salary increase in the public sector, and a historically-low unemployment rate. Real wages are set to increase significantly in both 2024 and 2025.
In 2025, real GDP is forecast to increase by 3.4%. Private consumption is set to remain the key driver of growth amid accelerating EU-funded investment while growth of public consumption slows. The negative contribution from net exports is expected to shrink.
Risks to the outlook relate mainly to further delays in the implementation of EU-funded investment and a higher saving rate of households.
The war in Ukraine was a key factor affecting the Polish economy in the last 2 years. It caused an increase in inflation particularly related to increases in energy and food prices. The level of Polish inflation in 2023 was at the level of 6.2% and went down to 2% in the end of March 2024 but till June 2024 it grew by 0.6% to 2.6%.
Due to consistent rising of benchmark interest rates (Wibor) in order to stem the rising inflation, the increasing interest rate worsened the situation of many households in Poland.
Starting from July 2023 the 6-month WIBOR interest rate gradually decreased from the level of 6.95% to the level of 5.86% by the end of the second quarter. The effect of the decreased interest rates will have positive consequences for the Group in the form of lower interest expenses in the coming year on the debt held - financial costs for the period ended 30 June 2024 amounted to PLN 11.4 million, as compared to PLN 11.2 million in (including costs capitalized in stock) for the period ended 30 June 2023, the increase in the financial costs is manly due to higher debt base held by the company in the period ended 30 June 2024.
The first half year of 2024 started with strong sales which later, decreased due to uncertainty related to the new government plan for subsidized loans as well as the delay of approving it.
The main key factor affecting the market in the first half year of 2024 was the fact that as at the end of December 2023, it was no longer possible to apply for subsidized loans (BK21 loans). Throughout the first half year, however, banks analysed previously submitted applications and granted loans, resulting in a significant number of developer agreements being signed. The number of subsidized loans granted to buyers of first flats in Poland exceeded the preliminary assumptions. According to not final data, at the end of March 2024, there were already nearly 100,000 of subsidized loans, and in April there were still some applications waiting to be considered. It can be estimated that several thousand such loans (12,000-15,000) were granted at the primary market in the six largest agglomerations in the first quarter of 2024.
In April 2024, the new elected government was finalizing first draft of the project of subsidies for mortgage loans – "Mieszkanie na start" causing quite a stir between the new government fractions, in June 2024 an announcement was made that the program will start in January 2025. The new program will be different from the previous one, the Mortgage loans will be available to Singles, couples and families. The larger the household, the greater the credit limits and subsidies. The new program also includes a quarterly limit of accepted applications. Market participants are waiting for a clear decision on "Mieszkanie na start". The increasing probability of passing the act will probably gradually increase the number of transactions and reservations. Still, the real scale of demand support will depend on the details of the regulation.
In general, the program will have 35 years age limit applying to single persons' households only. As a general rule, it will be eligible for the purchase of the first apartment only. An exception will be made for families of five individuals (or larger). Maximum income limits depending on the number of persons in a household. Interest rates will also be different depending on the size of a household: 0-1.5%. Limitation of the usable area: 25 + 25 * [number of people in the household]
Maximum amount of subsidised credit (or part of the loan subject to a subsidy):
1 BK2, which can be translated to English as Secure Loan 2% programme
These limits may be increased if the dwelling unit or single-family house to which the housing loan relates is located in a suburbs or city with a population of more than 300,000. residents, for whom the conversion rate of the replacement cost of 1 m². floor area of residential buildings is higher than the one recently announced by the President of the Central Statistical Office by at least:
The Group has observed the above situation and is preparing it offers accordingly.
According to the Statistical office of Poland (GUS) consumer prices index in June 2024, stood on 2,6% compared with the corresponding month of the previous year, and comparing to the inflation rate of 2% at the end on the first quarter of 2024.
Inflation accelerated for food & non-alcoholic beverages (2.5% vs 1.6% in May), housing & utilities (1.7% vs 1.6%), furnishings, household equipment & maintenance (1.7% vs 1.4%), and recreation & culture (3.8% vs 3.7%). On the other hand, prices rose at a slower pace for alcoholic beverages & tobacco (3.9% vs 4.1%), transportation (0.6% vs 2.2%), communication (1.2% vs 2.2%), restaurants & hotels (7.7% vs 7.9%), and miscellaneous goods & services (4.3% vs 3.7%). Meanwhile, costs fell further for clothing & footwear (-0.9% vs -0.2%). On a monthly basis, consumer prices rose by 0.1% in June, in line with preliminary estimates.
The inflation rate and with it the interbank interest which was stabilized during the reporting period still affects the polish economy in many aspects and the real estate residential sector in the following:
In the period ended on 30th June 2024, the major cities experienced drop in demand due to the end of the 2% Safe Mortgage Program (BK2) which caused a decrease in sales in the six largest cities by 33.6% comparing to previous first half year of 2023 and as much as 10.7% decrease concerning sales in Q2 2024 comparing to Q1 2024.
In addition to the end of BK2 program the lower sales were also influenced by caution of investment buyers, the uncertainty of some cash buyers as to the market situation, and still quite limited and high-priced offer in several cities.
The Management Board is continuing monitoring the situation, and adopt further actions, if necessary, in order to reduce as much as it possible the effect of the inflation and interest rates increase on the Company's operations and strategy.
Despite of the above results the significance of the above risk factor is assessed by the Company as high, because its occurrence has had a significant, negative impact on business activity and financial situation of the Company and may have such negative impact in the future. The Company estimates the probability of occurrence of this risk as high.
The Group's activities expose it to a variety of construction costs risks such as construction cost increase risk, row material cost increase, shortage of qualified workforce, increase in labour costs and delay in obtaining the necessary permits to start construction.
The construction costs have significantly risen within the last two years, reaching its peak in the second half of 2022 and stabilized during 2023. There is still a risk that the construction costs may continue to rise in 2024.
The increase so far has been mainly due to rising prices of construction materials and energy, which has translated directly and indirectly into production costs, in addition to the continuation of the Russian-Ukrainian conflict causing energy prices to rise across Europe and shortages of construction workers as well as increase in labour costs due to increase in higher minimum average remuneration to employees the forecast unemployment will reach to 5% by the end of 2024.
The Company and the Group do not conduct construction business, however, for each project an agreement with an external general contractor is concluded. The general contractor is responsible for the construction works and completion of the project, including obtaining all permits necessary for safe use of the residential units. Significance of the above risk factor is assessed by the Company as high because its occurrence has had a significant, negative impact on business activity and financial situation of the Company and may have such negative impact in the future. The Company estimates the probability of occurrence of this risk as high.
The risk related to improper performance of the agreement by the general contractor may cause delays in the project or have a significant impact on the Company's and Group's operations, financial conditions, or results. The Company sees potential sources of improper performance of the obligations by the general contractor in a lack of access to qualified workforce, increase in salaries/wages, costs of construction materials and increase in energy prices.
Improper performance of the agreement may result in claims against the general contractor, and the general contractor may not be able to satisfy the claims of the Company and Group. An important criterion in selecting a general contractor based on its experience, professionalism and financial situation (including bank or insurance guarantees), as well as the quality of the insurance policy to cover all risks associated with the construction process.Significance of the above risk factor is assessed by the Company as high, because its occurrence has had a significant, negative impact on business activity and financial situation of the Company and may have such negative impact in the future. The Company estimates the probability of occurrence of this risk as high.
The real estate development business, in which the Company and the Group operates, requires significant initial expenditures to purchase land and to cover construction, infrastructure, and design costs.
As such, the Company and the Group, in order to continue and develop its business, require significant amounts of cash through external financing banks and issuance of bonds. The Company's and Group's ability to obtain such financing depend on many factors in particular, on market conditions which are beyond the Company's and the Group's control. In the event of difficulties to obtain the required financing, there is a risk that the scale of the Company's and Group's development and pace of achieving its strategic objectives may differ from what was originally planned. In such situation as described above, there is no certainty whether the Company and the Group will be able to obtain the required financing, nor whether financial resources will be obtained under conditions that are favorable to the Company and the Group. In order to mitigate the risk of insufficient financial resources, the Company is continuously exploring other possibilities of financial resources which will provide the necessary required financing and favorable conditions.
Significance of the above risk factor is defined by the Company as medium, because in the event of its occurrence, the scale of the negative impact on business activity and financial situation of the Company could be significant. The Company estimates the probability of occurrence of this risk as medium.
At the end of 2021, the Group decided to start its business activities in the Private Rented Sector – PRS. This segment has been identified as a promising and complementary one for the Group's residential business. Despite many years of business experience in the housing market, starting business in a new segment involves a number of financial, legal and image risks (including an increase in capital commitment, an increase in the level of debt, a reduction in flexibility in responding to market signals, a reduction in the competitiveness of a given company, the risk of underperformance compared to predictions, the risk of negative PR) that may arise during its operation. Despite analyses conducted in advance confirming the profitability of investments, the results of such projects may differ from the original assumptions and may adversely affect the Company's operations and financial position.
As at 30th June 2024, the carrying amount of land held for development in the PRS segment was PLN 83.3 million, representing approximately 7% of the Group's assets.
As the activities of the PRS segment are complementary to the Group's core business, the risk of lack of success in this segment will not significantly affect the Company's financial position. If there is no success in the rental area, the completed units will mostly be able to be sold by the Group on the market as ordinary flats.
The Interim Condensed Consolidated Financial Statements for the period ended on 30th June 2024 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 2023 (Note 31). There have been no changes in the risk management measurements performed by the Company since year end or in any risk management policies.
The Polish legal environment is characterised by frequent changes, inconsistency and lack of uniform interpretation of laws and tax regulations subject to frequent amendments, which contributes to risk factors related to the legal environment in which the Company and the Group operate.
The amendment to the Planning and Development Act, which came into force on 30 September 2023 (despite the fact that many of its solutions will in fact be in force from 1 January 2026 or from the adoption of a general plan by a municipality), has introduced significant changes and these should be taken into account as early as 2024. Indeed, among the most important changes introduced in the aforementioned law, it is necessary to point out:
In addition, on 1 July 2024, the transitional period of the existing 2011 Development Act ended and, as of 2 July 2024, the sale of flats in ongoing development projects is already being carried out in full in accordance with the new Act of 20 May 2021 on the protection of the rights of the purchaser of a dwelling or single-family house and the Developer Guarantee Fund (the so-called Development Act).
Moreover, on 1 August 2024, the Ordinance of the Minister of Development and Technology of 27 October 2023 amending the Ordinance on technical conditions to be met by buildings and their location will come into force. The amendment to the technical conditions particularly concerns the requirements for multi-family residential buildings, the most important of which include:
The above-described legislative changes are some of the most important changes that, in the opinion of the Management Board, may pose a risk and thus have a direct or indirect impact on the Company's and the Group's operations and results.
However, given the Company's and the Group's long-standing experience in the market, its ability to adapt quickly to new market conditions, its financial position and its reputation in the market, the Board believes that these changes will have less impact on the Company than on other developers.
The Group's activities expose it to a variety of financial risks such as currency risk, liquidity risk, fair value measurement risk and interest rate risk.
The Interim Condensed Consolidated Financial Statements for the period ended on 30th June 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 2023 (Note 32). There have been no changes in the risk management measurements performed by the Company since year end or in any risk management policies.
Entities within the Group are exposed to foreign exchange risk in relation to receivables, payables and financial instrument measured trough profit and loss denominated in currencies other than the Polish zloty.
The Group does not hedge its investments or liabilities in foreign operations.
Following the repayments of liability to the shareholders on 5 th April 2024 There are no other significant monetary balances held by Group entities at 30th June 2024 that are denominated in a non-functional currency and have material effect on the Group results.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period from reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| Period ended 30 June 2024 | ||||||
|---|---|---|---|---|---|---|
| Less than | Between | Between | Over | |||
| In thousands of Polish Zlotys (PLN) | 1 year | 1 and 2 years | 3 and 5 years | 5 years | Total | |
| Bond loans (principal only) | 99 258 | - | 118 359 | - | 217 617 | |
| Interests on bond loans | 25 345 | 11 838 | 6 610 | - | 43 793 | |
| Secured bank loans | 2 860 | - | - | - | 2 860 | |
| Lease liabilities related to perpetual usufruct of land and investment property |
1 463 | 1 463 | 4 388 | 28 709 | 36 022 | |
| Trade and other payables | 85 093 | - | - | - | 85 093 | |
| Total | 214 019 | 13 301 | 129 356 | 28 709 | 385 385 |
| Year ended 31 December 2023 | |||||
|---|---|---|---|---|---|
| Less than | Between | Between | Over | ||
| In thousands of Polish Zlotys (PLN) | 1 year | 1 and 2 years | 3 and 5 years | 5 years | Total |
| Bond loans (principal only) | 99 834 | 59 396 | 59 280 | - | 218 510 |
| Interests on bond loans | 20 178 | 7 616 | 3 031 | - | 30 825 |
| Secured bank loans | 8 815 | - | - | - | 8 815 |
| Lease liabilities related to perpetual usufruct of land and investment property |
1 628 | 1 628 | 4 883 | 28 599 | 36 738 |
| Interest bearing deferred trade payables | 9 538 | - | - | - | 9 538 |
| Trade and other payables | 89 761 | - | - | - | 89 761 |
| Liability to shareholders measured at amortised costs |
6 322 | 22 410 | - | - | 28 732 |
| Total | 236 077 | 91 050 | 67 194 | 28 599 | 422 919 |
The Group is exposed to liquidity risk as a result of mismatching maturity of assets and liabilities. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of cash, bank loans, bonds.
The Group constantly looks for other opportunities to obtain funds which will ensure necessary financing and their favourable conditions.
The Investment properties are valued at fair value determined by an independent appraiser (please refer to Note 9). During the six months ended 30th June 2024 there were no other significant changes in the business or economic circumstances that affect the fair value of the Group's financial assets, investment property.
The vast majority of loans and bonds (including under issued bonds) obtained by the Group bear interest at a floating rate based on WIBOR plus a margin. As of June 2024, the WIBOR6M was 5.86% (as of 31 December 2023, it was 5.82%). The Company's bonds are based on WIBOR6M plus margin, while bank loans are based on WIBOR3M or WIBOR1M plus margin. Changes in the WIBOR rate will have a significant impact on the Group's cash flow and profitability.
The National Benchmark Reform Working Group (NGR), established by the Polish Financial Supervision Authority, is working on the implementation of a new RFR-type reference index - WIRON (Warsaw interest Rate Overnight), which will replace WIBOR and WIBID. The roadmap published by NGR explains that the change is taking place under the BMR Regulation as part of the IBOR reform. Completion of the reform is planned by the end of 2027, while the implementation by market participants of a new offer of financial products using the WIRON index is planned for 2023 and 2024. On the 25 October 2023 the Steering Committee of the National Working Group on the reform of benchmarks (KS NGR) decided to change the maximum deadlines for the implementation of the Road Map, which assumes a bottom-up departure from the use of the WIBOR in favor of newly concluded contracts and financial instruments using a fixed interest rate or new RFR reference indicators. KS NGR therefore indicated the final moment of conversion at the end of 2027. At the same time neither the directions of the reform nor the scopes of the activities planned so far in the Road Map change. The Steering Committee of NGR will monitor the implementation of key elements of the Road Map in order to ensure optimal conditions for the development of the financial market in Poland.
The table below presents the sensitivity analysis and its impact on net assets and income statement assuming if the variable interest rate changes by 1% assuming that all other variables remain unchanged:
| 30 June 2024 | 31 December 2023 | ||||
|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Increase by 1% | Decrease by 1% | Increase by 1% | Decrease by 1% | |
| Income statement | |||||
| Variable interest rate assets | 1 346 | (1 346) | 1 682 | (1 682) | |
| Variable interest rate liabilities | (2 277) | 2 277 | (2 437) | 2 437 | |
| Total | (931) | 931 | (755) | 755 | |
| Net assets | |||||
| Variable interest rate assets | 1 346 | (1 346) | 1 682 | (1 682) | |
| Variable interest rate liabilities | (2 277) | 2 277 | (2 437) | 2 437 | |
| Total | (931) | 931 | (755) | 755 |
Short-term receivables and payables are not exposed to interest rate risk.
Significance of the above risk factor is assessed by the Company as medium, because its occurrence has had a moderate effect on the business activity and financial situation of the Company and may have such negative impact in the future. The Company estimates the probability of occurrence of this risk as high.
The main related parties' transactions arise on:
Consulting services agreement with A. Luzon Group, for a monthly amount of PLN 70 thousand (ended by the parties on 31 January 2024), and a consulting services agreement with Luzon Ronson N.V. for a monthly amount of PLN 83 thousand (effective from 1 February 2024), as well as payment of travel and out-of-pocket expenses. All transactions with related parties were carried out at arm's length. During the six months ended 30 June 2024, the Group incurred costs of PLN 485 thousand and 421 PLN for the period ended 30 June 2023.
During the period ended 30 June 2024 and 30 June 2023, key management personnel of the Company included the following members of the Management Board and Supervisory Board:
Boaz Haim - President of the Management Board
Yaron Shama - Finance Vice-President of the Management Board
Andrzej Gutowski - Sales Vice-President of the Management Board
Karolina Bronszewska - Member of the Management Board for Marketing and Innovation
Mr. Ofer Kadouri – Member of Supervisory Board
Mr. Alon Kadouri – Member of Supervisory Board
Mr. Amos Luzon – Chairman of Supervisory Board
Compensation paid and due or payable to members of Management and Supervisory Board in the period of 6 months ended 30 June 2024 and in the period of 6 months ended 30 June 2023:
| For 6 months ended 30 June 2024 | For 6 months ended 30 June 2023 | |||||
|---|---|---|---|---|---|---|
| Compensation of the Management Board: | From the Company |
In other subsidiaries of the Group |
Total | From the Company |
In other subsidiaries of the Group |
Total |
| In thousands of Polish Zlotys (PLN) | ||||||
| Salary and other short time benefit | 862 | 1 230 | 2 092 | 863 | 947 | 1 810 |
| Management bonus | 140 | 90 | 230 | 107 | - | 107 |
| Incentive plan linked to financial results | 134 | - | 134 | 220 | - | 220 |
| Share based payment | 674 | - | 674 | 879 | - | 879 |
| Other (1) | 66 | 458 | 524 | 51 | 388 | 439 |
| Total | 1 876 | 1 778 | 3 654 | 2 120 | 1 335 | 3 455 |
| Compensation of the Supervisory Board: | ||||||
| Salary and other short time benefit | 64 | - | 64 | 55 | - | 55 |
| Total | 1 940 | 1 778 | 3 718 | 2 175 | 1 335 | 3 510 |
(1) Mainly contractual benefits related to accommodation, private school and car expenses.
On 25 May 2023, the Company and Luzon Group entered into an agreement in respect of the SAFE Agreements to settle the reimbursement of amounts received from Israeli investors in 2022 under the SAFE Agreements and to release the Company from its obligation to those investors.
On 14 March 2024, the Company and A. Luzon Group entered into an addendum to the aforementioned agreement dated 25 May 2023. The addendum provided for a change in the payment schedule such that the remaining payments to be made under the aforementioned agreement in the amount of approximately ILS 24.7 million would be paid on 2 April 2024, and upon payment, the Agreement would be executed and terminated. On 5 April 2024, the subject payment was made by the Company. For more information, please refer to note 14.
On 28 November 2022, A. Luzon Group announced a private issuance of options for shares of Amos Luzon Development and Energy Group Ltd. ("Options"). According to the allocation, Mr. Boaz Haim received 9,817,868 Options. Options were allotted free of charge. Each Option entitles to one ordinary share of A. Luzon Group of NIS 0.01 par value, for an exercise price of 2 NIS (which however will be settled by Amos Luzon Development and Energy Group Ltd. on a net basis, i.e. final number of received shares will be decreased by a number of shares which market value is equal to full exercise price to be paid).
Mr Haim will be entitled to exercise the Options as follows:
The Options can be exercised until the end of 7 years from the date of their allocation. Options that were not exercised within the above-mentioned period, expire. Assuming all the Options are exercised, Mr. Haim will hold c.a. 2.38% of the issued and paid-up capital of A. Luzon Group and about 1.89% of the issued and paid-up capital of A. Luzon Group on a full dilution basis.
The Option program envisages adjustments in options for share allocation in case of various corporate events in A. Luzon Group (such as the issuance of shares or other options, merger, dividend distribution, etc.).
The initial effect of the program was recognized in year 2023 in amount of PLN 1.6 million and cost for first half 2024 amounted to PLN 0.7 million. Program is accounted under IFRS 2 standard as a personnel expense, part of administrative costs and share based payment expense in equity. Total value of the program as of grant date amounted to PLN 4.7 million.
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 30 June 2024 | 31 December 2023 |
| Loans granted | 151 | 145 |
| Share in net equity value of joint ventures | 500 | 532 |
| The Company's carrying amount of the investment | 651 | 677 |
| Presented as Loans granted to joint ventures (current assets) | (151) | (145) |
| Investment in joint ventures | 500 | 532 |
Share of profit/(loss) from joint ventures comprise the Group'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 project, 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. Both projects are residential sector which is the same as the Group.
| In thousands of Polish Zlotys (PLN) | As at 30 June 2024 |
As at 31 December 2023 |
|---|---|---|
| Opening balance | 145 | 133 |
| Loans repaid | - | - |
| Accrued interest | 6 | 12 |
| Total closing balance | 151 | 145 |
As of 30 June 2024, loans granted to joint ventures were presented in full as current assets. Short-term loans granted to joint ventures should not be treated as investments in joint ventures and are presented within current assets in the Interim Consolidated Financial Statements as "Loans granted to joint ventures." Loans granted to joint ventures bore interest at a fixed rate of 5%.
| Project name | Location | Occupancy permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Osiedle Vola | Warsaw | 13 March 2024 | 84 | 4 851 |
| Nowa Północ 1a | Szczecin | 26 April 2024 | 110 | 5 230 |
| Total | 194 | 10 081 |
Building permits
| Project name | Location | Building permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Między Drzewami II | Poznań | 25 January 2024 | 78 | 3 822 |
| Nowa Północ II-III | Szczecin | 16 February 2024 | 340 | 16 632 |
| Nova Królikarnia 4a | Warsaw | 20 February 2024 | 5 | 1 213 |
| Bełchatowska* | Poznań | 29 May 2024 | 48 | 4 078 |
| Nova Królikarnia 4b2 | Warsaw | 06 June 2024 | 12 | 2 652 |
| Nowe Warzymice VII-VIII | Szczecin | 28 June 2024 | 116 | 8 397 |
| Total | 599 | 36 794 |
* The Final Building Permit was given but appeals against the voivode's decision were filed to the Administrative Court.
Conclusion of a material agreement for General contractors
| Project name | Location | Number of units |
General contractor | Agreement signing date |
Agreement net value (PLN million) |
Additional provisions |
|---|---|---|---|---|---|---|
| Viva Jagodno III | Wrocław | 58 | Przedsiębiorstwo Budowlane ARKOP Sp. z o.o. Sp. k. |
12 January 2024 | 20.6 | None |
| Zielono Mi I | Warsaw | 92 | Hochtief Sp z o.o. | 15 January 2024 | 32.5 | None |
| Nowe Warzymice V.1 | Szczecin | 12 | KMJ Deweloper Sp. z o.o. | 15 February 2024 | 4.8 | None |
| Nowa Północ IB | Szczecin | 89 | EBUD - Przemysłówka Sp. z o.o. | 15 March 2024 | 22.8 | None |
| Nowe Warzymice V.2 | Szczecin | 27 | KMJ Deweloper Sp. z o.o. | 28 June 2024 | 12.3 | None |
| Total | 278 | 93.0 |
On 20th of December 2023 financing of Ursus Centralny 2E and Miasto Moje VII was signed, respectively for a total value of PLN 121,400 thousand and 77,900 thousand. 11 January 2024 is the date on which all financing formalities were completed, i.e., both loan and collateral agreements were signed by that date.
On 11th of June 2024 financing of Zielono Mi was signed, respectively for a total value of PLN 45,500 thousand
On 24 May 2024 the Company signed a preliminary agreement for purchasing a plot of land in Wroclaw for the total amount of PLN 25 million, the land area of approximately 8.900 which will dedicated for a building of total salable area of about 11,500 sqm, on the date of signing the agreement the company deposited PLN 3.1 million on a notary deposit.
On 19 January 2024, the Company's Management Board adopted a resolution on the issuance of Series P2023A bonds and approval of the final terms and conditions for the issuance of Series P2023A bonds (the "P2023A Bonds") issued under the Public Bond Issuance Program (the "Program") covered by the base prospectus approved by the Financial Supervisory Commission on 25 July 2023. The subscription for the P2023A Bonds began on 24 January 2024 and ended on 7 February 2024. The P2023A Bonds were offered through a public offering, in which up to 60,000 unsecured P2023A Bonds with a par value of PLN 1,000 each were offered. The P2023A Bonds were offered at a fixed issue price equal to the par value of PLN 1,000.
The P2023A Bonds were conditionally allotted by the Management Board on 12 February 2024. The final (unconditional) allotment of P2023A Bonds was made on 15 February 2024, with an average reduction rate of 61.26%. As a result of the Offering, a total of 60,000 (sixty thousand) P2023A Bonds with a total nominal value of PLN 60,000,000.00 (sixty million zlotys) were allocated. Subscriptions for the P2023A Bonds were submitted by 1,226 persons (entities). The P2023A Bonds were allocated to 1,074 persons (entities). The P2023A Bonds were subscribed for cash contributions only.
The P2023A Bonds are not in documentary form and are dematerialized. The P2023A Bonds are traded in the alternative trading system operated by the Warsaw Stock Exchange - as part of the Catalyst market.
The interest rate on the P2023A Bonds is variable and are set at six-month WIBOR (WIBOR 6M) plus a fixed margin of 3.85%. The maturity date of the P2023A Bonds has been set for 15 August 2027.
On 7 February 2024 the Company acquired for cancellation 14,859 Series V bonds with a nominal value of PLN 600 PLN each and a total nominal value of PLN 8,915 thousand issued pursuant to the resolution of the Company's Management Board of 14 September 2020, designated by the Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW") with ISIN code: PLRNSER00201 ("V Bonds"). The total value of the acquisition of the V Bonds was PLN 9,246 thousand and the average unit purchase price was PLN 622.24 including accrued interest. The V Bonds were acquired by means of agreements concluded outside organized trading.
The holders of the redeemed V Bonds became bondholders of the newly issued P2023A Bonds. The redemption of V Bonds took place on 8 March 2024 (date of the operation of withdrawal from the deposit by KDPW). After the redemption, there remained 45,141 V Bonds with a maturity date of 2 April 2024.
On 2 April 2024, the Company redeemed all of the remaining V Bonds, 85,141 in number, with a nominal value of PLN 600 each, in accordance with their maturity, and also paid the interest accrued on these V Bonds. The V Bonds were thus fully redeemed.
To secure claims from the issuance of debt securities by the Company's shareholder, Luzon Ronson N.V. (formerly under the name of I.T.R. Dori B.V.) and from the trust agreement entered into on 29 November 2023, between Reznik Paz Nevo Trusts Ltd (a company incorporated and existing under Israeli law with its registered office in Tel Aviv) as trustee and pledge administrator (the "Pledgee") and Luzon Ronson N.V, vested in the holders of these securities and the Pledgee, on 17 January 2024, Luzon Ronson N.V., Luzon Ronson Properties Ltd. and the Company entered into agreements to establish a registered pledge in favor of the Pledgee on all of their shares in the Company's share capital. These pledges were established on January 23, 24 and 26, 2024 (the date of registration of the pledges in the pledge register), respectively.
In the case of the Company's own shares, the pledge was established based on the resolution of the Company's Extraordinary General Meeting of 12 January 2024 on consenting to the establishment of as registered pledge on the Company's own shares in favor of the Pledgee. Pursuant to the resolution in question, the pledge was established on 1,567,954 (in words: one million five hundred and sixty-seven thousand nine hundred and fiftyfour) of the Company's own shares (which are bearer shares with a nominal value of EUR 0.02 each and a total nominal value of EUR 31,359.08, and which represent approximately 0.96% of the Company's share capital) up to the highest security amount of EUR 200,000,000 (in words: two hundred million euros). In addition, the Company has received information that analogous pledge agreements have been signed by shareholders under Israeli law.
| Project name | Location | Occupancy permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Między Drzewami I | Poznań | 23 July 2024 | 117 | 5 803 |
| Total | 117 | 5 803 |
| Project name | Location | Number of units |
General contractor | Agreement signing date |
Agreement net value (PLN million) |
Additional provisions |
|---|---|---|---|---|---|---|
| Miasto Moje VIII | Warsaw | 152 | HOCHTIEF POLSKA SPÓŁKA AKCYJNA | 16 July 2024 | 50.3 | none |
| Total | 152 | 50.3 | ||||
With reference to the information presented in Note 22, section "Disputes relating to the acquisition of certain properties", the Company announces that in July 2024, the Ronson Group companies involved in the disputes described therein, entered into an agreement with the main shareholder and the sole member of the management board of the entities with which these disputes are being conducted and with certain of these entities. Pursuant to this agreement: (i) all the obligations of these entities to the aforementioned Ronson Group companies have been confirmed and acknowledged, (ii) additional security has been provided for the repayment of the receivables of the Ronson Group companies in the form of a voluntary submission to enforcement by the abovementioned shareholder and a member of the Management Board and by one of those entities, (iii) consent has been given to the cancellation of a mortgage from a Ronson Group company's real estate and recognition of an action for the cancellation of this mortgage (one of the proceedings referred to under 'Disputes related to the acquisition of certain real estate') and, as of the date of this report, this mortgage has already been removed from the mortgage book, (iv) an amount covered by one of the claims referred to under 'Disputes related to the acquisition of certain real estate' has been deposited and, upon satisfaction of certain conditions, will be released to a Ronson Group company. In addition, a future claims transfer agreement has been concluded under which other claims of the Ronson Group companies may be settled. In return, one of the Ronson Group companies agreed to discontinue enforcement proceedings against the selected property.
___________________ ___________________
___________________ ___________________
Boaz Haim Yaron Shama
President of the Management Board Finance Vice-President of the Management Board
Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
Marketing and Innovation Director
Tomasz Kruczyński
___________________
Person responsible for financial statements preparation
Warsaw, 12 August 2024
Interim Conde nse d Standalone Fina ncia l Statements for the six mont hs ende d 30 June 2024
| As of | As at 30 June 2024 | As at 31 December 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Investment in subsidiaries | 6 | 565 312 | 519 740 |
| Loans granted to subsidiaries | 7 | 197 152 | 206 442 |
| Total non-current assets | 762 464 | 726 181 | |
| Trade and other receivables and prepayments | 1 394 | 869 | |
| Receivable from subsidiaries | 2 965 | 9 413 | |
| Loan granted to subsidiaries | 7 | 35 091 | 33 853 |
| Cash and cash equivalents | 10 829 | 22 830 | |
| Total current assets | 50 279 | 66 964 | |
| Total assets | 812 744 | 793 145 | |
| Equity | |||
| Share capital | 12 503 | 12 503 | |
| Share premium reserve | 150 278 | 150 278 | |
| Share based payment expense | 2 245 | 1 571 | |
| Treasury shares | (1 732) | (1 732) | |
| Retained earnings | 420 381 | 369 974 | |
| Total shareholders' equity | 583 674 | 532 593 | |
| Liabilities | |||
| Long-term liabilities | |||
| Floating rate bonds | 8 | 118 359 | 118 676 |
| Deferred tax liabilities | 2 239 | 5 671 | |
| Liability to shareholders measured at amortised cost | 11 | - | 19 519 |
| Total long-term liabilities | 120 597 | 143 866 | |
| Current liabilities | |||
| Floating rate bonds | 8 | 99 258 | 99 834 |
| Other payables - accrued interests on bonds | 8 | 7 174 | 6 810 |
| Trade and other payables and accrued expenses | 2 040 | 3 967 | |
| Liability to shareholders measured at amortised cost | 11 | - | 6 074 |
| Total current liabilities | 108 472 | 116 685 | |
| Total liabilities | 229 069 | 260 551 | |
| Total shareholders' equity and liabilities | 812 744 | 793 145 |
The notes included on pages 58 to 64 are an integral part of these Interim Condensed Standalone Financial Statements
| 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 |
||
|---|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | ||
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenues from consulting services | 8 275 | 5 665 | 1 701 | 997 | |
| General and administrative expense | (2 714) | (1 275) | (2 799) | (1 440) | |
| Other income/(expenses) | (53) | 118 | (9) | - | |
| Operating profit / (loss) | 5 508 | 4 508 | (1 107) | (443) | |
| Share of profit/loss from the investments in subsidiaries accounted for using the equity method |
6 | 45 568 | 17 083 | 22 713 | 25 580 |
| Operating profit after result from subsidiaries | 51 076 | 21 591 | 21 610 | 25 136 | |
| Finance income | 9 | 11 444 | 6 135 | 13 522 | 6 765 |
| Finance expense | 9 | (15 077) | (6 722) | (12 393) | (6 377) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
11 | - | - | 6 376 | 736 |
| Net finance income/(expense) | (3 633) | (587) | 7 505 | 1 124 | |
| Profit/(loss) before taxation Income tax benefit/(expense) |
47 443 2 964 |
21 004 (787) |
29 115 (2 645) |
26 260 (281) |
|
| Profit for the period | 50 407 | 20 216 | 26 470 | 25 979 | |
| Other comprehensive income | - | - | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
50 407 | 20 216 | 26 470 | 25 979 |
| Attributable to the Equity Owners | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital | Share premium |
Share based payment expense |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2024 | 12 503 | 150 278 | 1 571 | (1 732) | 369 974 | 532 593 |
| Net profit for the period ended 30 June 2024 | - | - | - | - | 50 407 | 50 407 |
| Other comprehensive income | - | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | - | 50 407 | 50 407 |
| Share based payment expense | 674 | 674 | ||||
| Balance at 30 June 2024 | 12 503 | 150 278 | 2 245 | (1 732) | 420 381 | 583 674 |
| Attributable to the Equity Owners | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital | Share premium |
Share based payment expense |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2023 | 12 503 | 150 278 | - | (1 732) | 289 268 | 450 317 |
| Net profit for the period ended 30 June 2023 | - | - | - | - | 26 470 | 26 470 |
| Other comprehensive income | - | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | - | 26 470 | 26 470 |
| Share based payment expense | - | - | 879 | - | - | 879 |
| Balance at 30 June 2023 | 12 503 | 150 278 | 879 | (1 732) | 315 738 | 477 666 |
The notes included on pages 58 to 64 are an integral part of these Interim Condensed Standalone Financial Statements
| For the 6 months period ended 30 June | 2024 | 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from operating activities | |||
| Profit for the year | 50 407 | 26 470 | |
| Adjustments to reconcile profit for the period | |||
| to net cash (used in)/from operating activities: | |||
| Finance income | 9 | (10 241) | (13 027) |
| Finance expense | 9 | 13 226 | 12 393 |
| Depreciation | - | 1 | |
| (Gain)/loss in fair value of financial instrument at fair value through profit and loss | 11 | - | (6 376) |
| Foreign exchange rates differences (gain)/loss | 649 | (495) | |
| Income tax expense / (benefit) | (3 130) | 2 605 | |
| Share based payment expense | 674 | 879 | |
| Share of profit/loss from the investments in subsidiaries accounted for using the equity method | 6 | (45 568) | (22 713) |
| Subtotal | 6 016 | (262) | |
| Decrease/(increase) in trade and other receivables and prepayments | (525) | (619) | |
| Decrease/(increase) in receivable from subsidiaries | 6 448 | (48) | |
| Increase/(decrease) in trade and other payable and accrued expense | (1 928) | (1 038) | |
| Subtotal | 10 011 | (1 968) | |
| Income tax paid | (375) | - | |
| Interest paid | 8,9 | (11 086) | (11 474) |
| Interest received | 18 862 | 2 737 | |
| Net cash used in operating activities | 17 412 | (10 705) | |
| Cash flows from investing activities | |||
| Loans granted to subsidiaries, net of issue cost | 7 | (585) | (4 400) |
| Repayment of loans granted to subsidiaries | 7 | 15 | 36 500 |
| Dividend from subsidiary | - | - | |
| Contribution to subsidiaries | (5) | - | |
| Net cash used in investing activities | (575) | 32 100 | |
| Cash flows from financing activities | |||
| Proceeds from bond issuance, net of issuance costs | 8 | 49 479 | - |
| Repayment of financial liability measured at amortised costs | (27 232) | (25 000) | |
| Repayment of bonds | 8 | (51 085) | - |
| Net cash from financing activities | (28 838) | (25 000) | |
| Net change in cash and cash equivalents | (12 001) | (3 605) | |
| Cash and cash equivalents at 1 January | 22 830 | 6 397 | |
| Effects of exchange rate changes on cash and cash equivalents | - | - | |
| Cash and cash equivalents at the end of the period | 10 829 | 2 792 |
The notes included on pages 58 to 64 are an integral part of these Interim Condensed Standalone Financial Statements
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is a European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its business name and was transformed into a European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
As of June 30, 2024, A. Luzon Group, the ultimate parent company, indirectly controlled through its subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.) 100% of the Company's share capital, i.e. 164,010,813 ordinary bearer shares, including 1,567,954 (approximately 0.96% of the Company's share capital) of treasury shares held by the Company. As of June 30, 2024, Luzon Ronson N.V. held 108,349,187 shares (approximately 66.06% of the Company's share capital) directly and 54,093,672 shares (approximately 32.98% of the Company's share capital) through its wholly owned subsidiary Luzon Ronson Properties Ltd. The remaining 1,567,954 shares (approximately 0.96% of the Company's share capital) were treasury shares of the Company.
However, it should be pointed out that the shareholding status described above is a result of the reorganization of the A. Luzon Group and related changes that took place in January 2024. Namely, as of December 31, 2023, A. Luzon Group controlled 100% of the Company's shares, such that it directly held 32.98% of the Company's shares, and indirectly, through its wholly owned subsidiary Luzon Ronson N.V. (former name I.T.R. Dori B.V.), held 66.06% of the Company's shares, and the remaining 0.96% of the Company's shares were treasury shares.
On January 16, 2024, the Company's shares held directly by A. Luzon Group (approximately 32.98% of the share capital) were transferred to Luzon Ronson Properties Ltd. 100% fully owned company by A. Luzon Group (which was established as part of the reorganization of A. Luzon Group's operations). As part of the restructuring, A. Luzon Group on January 25, 2024 disposed of all its shares in Luzon Ronson Properties Ltd. to Luzon Ronson N.V. (former name I.T.R. Dori B.V.). Transfer of shares has been executed as transfer without benefit to A. Luzon Group.
The Company's beneficial owner and ultimate controlling party is Mr. Amos Luzon, who is also Chairman of the Company's Supervisory Board.
These Interim Condensed Standalone Financial Statements of Ronson Development SE have been prepared in accordance with IAS 34 (concerning the preparation of interim financial statements). The Interim Condensed Standalone Financial Statements do not include all the information and disclosures required in Annual Financial Statements prepared in accordance with the IFRS Accounting Standards and should be read in conjunction with the Company's Annual Financial Statements for the year ended 31 December 2023, which have been prepared in conformity with IFRS Accounting Standards. At the date of authorization of these Interim Condensed Standalone Financial Statements, the IFRS Accounting Standards applied by the Company are not different from the IFRS Accounting Standards endorsed by the European Union. IFRS Accounting Standards comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
In order to fully understand the financial situation and results of operations of the Company as the Parent of the Group, these standalone financial statements should be read together with the consolidated financial statements of Ronson Group for the interim reporting period ended 30 June 2024. These consolidated financial statements are available together with standalone financial statements in this Interim Financial Report.
The Interim Condensed Standalone 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.
The Company does not run separate operating segments, in the opinion of the Management Board, the only operating segment is the holding activity of the Group companies.
These Interim Condensed Standalone Financial Statements of Ronson Development SE were approved by the Management Board for publication on 12 August 2024 in both English and Polish languages, while the Polish version is binding.
For additional information about material accounting policy information and the influence of the new accounting pronouncements, see Note 3 of the Interim Condensed Consolidated Financial Statements.
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the Standalone Financial Statements, and the reported amounts of income and expenses during the reported period. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised.
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 method.
The table below presents the movement in investment in subsidiaries during the six months ended 30 June 2024 and during the year ended 31 December 2023:
Changes in the value of shares in subsidiaries:
| In thousands of Polish Zlotys (PLN) | For the 6 months ended 30 June 2024 |
For the 12 months ended 31 December 2023 |
|---|---|---|
| Balance at beginning of the period | 519 740 | 445 275 |
| Investments in subsidiaries | 5 | 5 |
| Net result subsidiaries during the period | 45 568 | 74 460 |
| Dividend from subsidiary | - | - |
| Balance at end of the period | 565 313 | 519 740 |
As at 30 June 2024 the Company holds and owns (directly and indirectly) 67 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 2024 amounted PLN 45.6 million.
The table below presents movements in loans granted to subsidiaries held directly and indirectly by the Company during the six months ended 30 June 2024 and during the year ended 31 December 2023:
| For the 6 months ended 30 June 2024 | For the 12 months ended 31 December 2023 |
||
|---|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) | |
| Opening balance | 240 294 | 276 581 | |
| Loans granted | 585 | 14 200 | |
| Loans repayment during the period | (15) | (58 002) | |
| Accrued interest | 9 724 | 24 325 | |
| Repayment of interest | (18 345) | (16 809) | |
| Total closing balance | 232 243 | 240 294 | |
| Current assets | 35 091 | 33 853 | |
| Non-current assets | 197 152 | 206 441 | |
| Total closing balance* | 232 243 | 240 294 |
* Including the ECL on Loans granted to subsidiaries as at 30 June 2024 and 31 December 2023 in amount of PLN 10.1 mln
The company estimates the credit risk on its loans as minimal. All loans were granted within the Group, where the main shareholder Ronson SE, which, as the main company in the Group, manages its subsidiaries.
All new loans granted are at the similar conditions to those presented in the Company Financial Statements for the year ended 31 December 2023 (additional information was presented in Note 10 of the Company Financial statements for the year ended 31 December 2023). Fair value of loans received and granted is not materially different from their carrying amount.
The table below presents changes in bonds during the period ended 30 June 2024 and during the period ended 31 December 2023
| For the period ended 30 June 2024 |
For the year ended 31 December 2023 |
||
|---|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) | |
| Opening balance | 225 320 | 203 370 | |
| Repayment of bonds | (51 085) | (40 000) | |
| Redemption of bonds at new issuance | (8 915) | - | |
| Proceeds from bond issuance – nominal value | 60 000 | 60 000 | |
| Bonds issuance costs | (1 606) | (863) | |
| Issue cost amortization | 714 | 1 262 | |
| Accrued interest | 11 418 | 24 134 | |
| Interest repayment | (11 054) | (22 583) | |
| Total closing balance | 224 791 | 225 320 | |
| Closing balance includes: | |||
| Current liabilities | 106 432 | 106 644 | |
| Non-current liabilities | 118 359 | 118 676 | |
| Total Closing balance | 224 791 | 225 320 |
For information about bond covenants, reference is made to Note 15 to the Interim Condensed Consolidated Financial Statements.
| In thousands of Polish Zlotys (PLN) | For the period of 6 months ended 30 June 2024 |
For the period of 3 months ended 30 June 2024 |
For the period of 6 months ended 30 June 2023 |
For the period of 3 months ended 30 June 2023 |
|---|---|---|---|---|
| Interests and fees on granted loans to subsidiaries | 9 724 | 4 867 | 12 969 | 6 252 |
| Interest income on bank deposits | 517 | 96 | 57 | 30 |
| Foreign exchange gain | 1 203 | 1 173 | 495 | 482 |
| Finance income | 11 444 | 6 135 | 13 522 | 6 765 |
| Interest expense on bonds measured at amortised costs | (11 418) | (5 349) | (11 194) | (5 467) |
| Interest and fees on loans received from subsidiaries | - | - | (132) | (132) |
| Bank charges | (32) | (10) | (22) | - |
| Discount factor reversal on liability measured at amortised | ||||
| cost | (1 852) | 4 | - | - |
| Commissions and fees | (714) | (307) | (555) | (279) |
| Other | (1 061) | (1 061) | (491) | (489) |
| Finance expense | (15 077) | (6 722) | (12 393) | (6 366) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | - | 6 376 | 736 |
| Net finance income/(expense) | (3 633) | (587) | (7 505) | 1 134 |
In the period of six months ended 30 June 2024 and 30 June 2023, respectively, there were no transactions between the Company on the one hand, and its shareholders, their affiliates and other related parties which would qualify as not being at arm's length.
Consulting services agreement with Luzon Ronson N.V. for a monthly amount of PLN 83 thousand (effective from 1 February 2024), as well as payment of travel and out-of-pocket expenses. All transactions with related parties were carried out at arm's length. During the six months ended 30 June 2024, the Group incurred costs of PLN 415 thousand and 421 PLN for the period ended 30 June 2023 (in comparable period fee was paid from Ronson Development Management Sp. z o.o.).
During the period ended 30 June 2024 and 30 June 2023, key management personnel of the Company included the following members of the Management Board and Supervisory Board:
Boaz Haim - President of the Management Board Yaron Shama - Finance Vice-President of the Management Board Andrzej Gutowski - Sales Vice-President of the Management Board Karolina Bronszewska - Member of the Management Board for Marketing and Innovation Mr. Ofer Kadouri – Member of Supervisory Board Mr. Alon Kadouri – Member of Supervisory Board Mr. Amos Luzon – Chairman of Supervisory Board
Compensation paid and due or payable to members of Management and Supervisory Board in the period of 6 months ended 30 June 2024 and in the period of 6 months ended 30 June 2023:
| Compensation of the Management Board: | For the 6 month period ended 30 June 2024 |
For the 6 month period ended 30 June 2023 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Salary and other short time benefit | 862 | 863 |
| Management bonus | 140 | 107 |
| Incentive plan linked to financial results | 134 | 220 |
| Share based payment | 674 | 879 |
| Other(1) | 66 | 51 |
| Total | 1 876 | 2 120 |
| Compensation of the Supervisory Board: | ||
| Salary and other short time benefit | 64 | 55 |
| Total | 1 940 | 2 175 |
(1) Mainly contractual benefits related to accommodation, private school and car expenses.
On 25 May 2023, the Company and Luzon Group entered into an agreement in respect of the SAFE Agreements to settle the reimbursement of amounts received from Israeli investors in 2022 under the SAFE Agreements and to release the Company from its obligation to those investors.
On 14 March 2024, the Company and A. Luzon Group entered into an addendum to the aforementioned agreement dated 25 May 2023. The addendum provided for a change in the payment schedule such that the remaining payments to be made under the aforementioned agreement in the amount of approximately ILS 24.7 million would be paid on 2 April 2024, and upon payment, the Agreement would be executed and terminated. On 5 April 2024, the subject payment was made by the Company. For more information, please refer to note 11.
On 28 November 2022, A. Luzon Group announced a private issuance of options for shares of Amos Luzon Development and Energy Group Ltd. ("Options"). According to the allocation, Mr. Boaz Haim received 9,817,868 Options. Options were allotted free of charge. Each Option entitles to one ordinary share of A. Luzon Group of NIS 0.01 par value, for an exercise price of 2 NIS (which however will be settled by Amos Luzon Development and Energy Group Ltd. on a net basis, i.e. final number of received shares will be decreased by a number of shares which market value is equal to full exercise price to be paid).
Mr Haim will be entitled to exercise the Options as follows:
The Options can be exercised until the end of 7 years from the date of their allocation. Options that were not exercised within the above-mentioned period, expire. Assuming all the Options are exercised, Mr. Haim will hold c.a. 2.38% of the issued and paid-up capital of A. Luzon Group and about 1.89% of the issued and paid-up capital of A. Luzon Group on a full dilution basis.
On 25 May 2023, the Company and Luzon Group entered into an agreement for settling the return of the amounts received from Israeli Investors in 2022 related to the SAFE Agreements and releasing the Company from its obligation towered the SAFE Investors.
Conclusion of this agreement results from the fact that the Company has decided that within the period specified in the SAFE Agreements it will not apply for admission of the Company's shares to trading on the Tel Aviv Stock Exchange. On the basis of the agreement, the Company undertook to return to Luzon Group the financing received from Investors under the SAFE Agreements in the total amount of ILS 60 million (sixty million Israeli shekels), to satisfy Luzon Group's claims against the Company under the SAFE Agreements and applicable Israeli law. Based on the Company's Management judgment, it was concluded that signing of the agreement of May 25, 2023 resulted in the canceling of the liability to investors and the recognition of a new liability to Luzon Group, which was recognized as a financial liability measured at amortised costs with a discounted cash flow rate of 7.14% per annum. Payments to Luzon Group in the total amount of PLN 40 million (approx. ILS 34.3 million) were made in May and November 2023.
As of 14 March 2024, new annex was signed about earlier settling of liability towards shareholder which would become due under new annex in April 2024. Based on that Group recognized PLN 1.9 million of finance cost of discount reversal on amortised costs related to change in maturity assumption and it was treated as a modification of the original liability. On 5 April 2024 the financial liability to Shareholder has been fully paid.
The table below presents the movement on the new liability to Luzon Group for the period from December 31, 2023 to the end of the reporting period, i.e. June 30, 2024:
| Investor | Value of the liability at amortised costs December 31, 2023 [in PLN] |
Repayment of liability [in PLN] |
Finance expense related to discount factor reversal [in PLN] |
Finance income related to forex exchange cost [in PLN] |
Value of the liability at amortised costs June 2024 [in PLN] |
|---|---|---|---|---|---|
| Amos Luzon | |||||
| Development and | 25 592 623 | (27 231 660) | 1 851 769 | (212 732) | - |
| Energy Group Ltd. | |||||
| Long term part | 19 519 018 | ||||
| Short term part | 6 073 604 |
The table below presents the movement on the new liability to Luzon Group for the period from May 25, 2023 to the end of the previous year reporting period, i.e. December 31, 2023:
| Investor | Liability at amortised costs as of May 25, 2023 [in PLN] |
Liability recognition date |
Repayment of liability [in PLN] |
Finance expense related to discount factor reversal [in PLN] |
Finance income related to forex exchange cost [in PLN] |
Value of the liability at amortised costs December 31, 2023 [in PLN] |
|---|---|---|---|---|---|---|
| Amos Luzon Development and |
64 083 496 | 25 May 2023 | 40 000 000 | 2 311 279 | 885 677 | 25 592 623 |
| Energy Group Ltd. | ||||||
| Long term part | 19 519 018 | |||||
| Short term part | 6 073 604 |
Liquidity risk is the risk that the Entity will not be able to meet its financial obligations as they fall due. The Entity's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Entity's reputation. The table below analyses the Entity's financial liabilities into relevant maturity groupings based on the remaining period from reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| Period ended 30 June 2024 | |||||
|---|---|---|---|---|---|
| Less than | Between | Between | Over | ||
| In thousands of Polish Zlotys (PLN) | 1 year | 1 and 2 years | 3 and 5 years | 5 years | Total |
| Bond loans (principal only) | 99 258 | - | 118 359 | - | 217 617 |
| Interests on bond loans | 25 345 | 11 838 | 6 610 | - | 43 793 |
| Total | 124 603 | 11 838 | 124 696 | - | 261 410 |
| Period ended 31 December 2023 | |||||
|---|---|---|---|---|---|
| Less than | Between | Between | Over | ||
| In thousands of Polish Zlotys (PLN) | 1 year | 1 and 2 years | 3 and 5 years | 5 years | Total |
| Bond loans (principal only) | 99 834 | 59 396 | 59 280 | - | 218 510 |
| Interests on bond loans | 21 315 | 4 153 | 1 270 | - | 26 738 |
| Total | 121 149 | 63 549 | 60 550 | - | 245 248 |
The Entity is exposed to liquidity risk as a result of mismatching maturity of assets and liabilities. The Entity's objective is to maintain a balance between continuity of funding and flexibility through the use of cash, bank loans, bonds.
The Entity constantly looks for other opportunities to obtain funds which will ensure necessary financing and their favourable conditions.
There were no material subsequent events after balance sheet date that could have significant impact on Condensed Standalone Financial Statements.
The Management Board
Boaz Haim Yaron Shama
___________________ ___________________ President of the Management Board Financial Vice-President of the Management Board
Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
___________________ ___________________ Marketing and Innovation Director
___________________ Tomasz Kruczyński
Person responsible for financial statements preparation
Warsaw, 12 August 2024
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