Quarterly Report • May 15, 2024
Quarterly Report
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CONTENTS
Including the Interim Condensed Consolidated Financial Statements of Ronson Development SE for the three months ended 31 March 2024 and the Interim Condensed Separate Financial Statements of Ronson Development SE for the three months ended 31 March 2024
| Management Board Report | 3 |
|---|---|
| Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2024 | 18 |
| Interim Condensed Consolidated Statement of Financial Position | 18 |
| Interim Condensed Consolidated Statement of Comprehensive Income | 19 |
| Interim Condensed Consolidated Statement of Changes in Equity | 20 |
| Interim Condensed Consolidated Statement of Cash Flows | 21 |
| Notes to the Interim Condensed Consolidated Financial Statements | 22 |
| Interim Condensed Standalone Financial Statements for the three months ended 31 March 2024 | 50 |
| Interim Condensed Standalone Statement of Financial Positions | 50 |
| Interim Condensed Standalone Statement of Comprehensive Income | 51 |
| Interim Condensed Standalone Statement of Changes in Equity | 52 |
| Interim Condensed Standalone Statement of Cash Flows | 53 |
| Notes to the Interim Condensed Standalone Financial Statements | 54 |
Management Board Report
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its business name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
As of 31 March 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 31 March 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 during the three-month period ended 31 March 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 31 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.
The Company together with its subsidiaries, ('the Group') is active in the development and sale of residential units, primarily apartments, in residential real-estate projects to individual customers in Poland as well as in the PRS ("Private Rented Sector") where development first started in 2021. The Company has been operating through its subsidiaries on the following markets in Poland: Warsaw, Wrocław, Poznań and Szczecin.
During the three months ended 31 March 2024 the Group realized sales of 170 units with the total value of PLN 122.3 million, which is a decrease of 24% (in number of units) comparing to sales of 223 units with the total value PLN 133.2 million during the three months ended 31 March 2023.
Until 31 March 2024 the Group delivered 194 units in 100% owned projects which represent a total revenue of PLN 120.5 million comparing to delivery of 42 units in 100% owned projects with a total revenue value of PLN 21.8 million for three months period ended 31 March 2023.
As at 31 March 2024, the Group has 408 units available for sale in 11 locations, of which 376 units are in ongoing projects and the remaining 32 units are in completed projects. The ongoing projects comprise a total of 1035 units, with an aggregate floor space of 55 406 m2 . The construction of 773 units with a total area of 38 885 m2 is expected to be completed during remaining period of 2024.
The Group has a pipeline of 17 projects in different stages of preparation, representing approximately 4 640 units with an aggregate floor space of approximately 253 219 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 9 projects comprising 1 270 units with a total area of 58 226 m2 .
In addition to the above as at 31 March 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 85 000 m2 with an estimated 1 860 units for construction for a total purchase price of PLN 141.5 million.
The following table specifies revenue, cost of sales, gross profit and gross margin during the three months ended 31 March 2024 on a project by project basis:
| delivered units | Information on the | Revenue (1) | Cost of sales (2) | Gross profit |
Gross margin |
|||
|---|---|---|---|---|---|---|---|---|
| Project | Number of units |
Area of units (m2 ) |
PLN thousands |
% | PLN thousands |
% | PLN thousands |
% |
| Ursus Centralny IIc | 145 | 6 728 | 82 445 | 68.4% | 44 429 | 60.9% | 38 016 | 46.1% |
| Eko Falenty I | 20 | 2 044 | 15 468 | 12.8% | 13 492 | 18.5% | 1 976 | 12.8% |
| Miasto Moje VI | 10 | 689 | 6 582 | 5.5% | 4 314 | 5.9% | 2 267 | 34.5% |
| Viva Jagodno IIb | 7 | 646 | 5 167 | 4.3% | 3 115 | 4.3% | 2 052 | 39.7% |
| Viva Jagodno IIa | 4 | 356 | 2 841 | 2.4% | 2 002 | 2.7% | 838 | 29.5% |
| Osiedle Vola | 3 | 223 | 3 683 | 3.1% | 2 616 | 3.6% | 1 067 | 29.0% |
| Grunwaldzka | 2 | 135 | 1 320 | 1.1% | 1 057 | 1.5% | 263 | 19.9% |
| Others(4) | 3 | 233 | 3 003 | 2.5% | 1 910 | 2.6% | 1 093 | 36.4% |
| Total / Average | 194 | 11 053 | 120 508 | 100% | 72 935 | 100% | 47 573 | 39.5% |
| Impairment recognized |
n.a. | n.a. | n.a. | n.a. | n.a. | |||
| Results after write-down adjustment |
194 | 11 053 | 120 508 | 72 935 | 47 573 | 39.5% | ||
| Wilanów Tulip(3) | - | - | 26 | 20 | 6 | 21.6% | ||
| City Link(3) | - | - | 29 | 19 | 11 | 36.4% | ||
| Economic results | 194 | 11 053 | 120 563 | 72 974 | 47 589 | 39.5% |
(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 three months ended 31 March 2024 amounted to PLN 120.5 million, whereas cost of sales before write-down adjustment amounted to PLN 72.9 million. Resulting in a gross profit before write-down adjustment amounting to PLN 47.6 million and a gross margin of 39.5%. Total economic revenue from sales of residential projects, when results from joint ventures are presented on a fully consolidated basis, amounted to PLN 120.6 million, whereas cost of sales amounted to PLN 73.0 million, that resulted in a gross profit amounting to PLN 47.6 million and a gross margin of 39.5%.
The table below presents information on the projects that were completed (i.e., completing all construction works and receiving occupancy permit) during the three months ended 31 March 2024:
| Project name | Location | Number of units |
Area of units (m2) |
Total units sold until 31 March 2024 |
Units delivered in 2024 |
Units sold not delivered as at 31 March 2024 |
|---|---|---|---|---|---|---|
| Osiedle Vola | Warsaw | 84 | 4 851 | 82 | 3 | 79 |
| Total | 84 | 4 851 | 82 | 3 | 79 |
The table below presents information on the projects that were completed (i.e. construction works are finished and the occupancy permit was received) in previous years and the income that was recognized based on units delivered during the three months ended 31 March 2024:
| Project name | Location | Completi on date |
Total Project Units |
Total Area of units (m2 ) |
Total units sold until 31 March 2024 |
Total units delivered until 31 December 2023 |
Units delivered during 2024 |
Recog nized income during year 2024 (PLN'000) |
Units sold not deliver ed as at 31 March 2024 |
Units for sale as at 31 March 2024 |
Left to sale/ deliver after 31 March 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIc | Warsaw | Q3 2023 | 223 | 11 124 | 220 | 67 | 145 | 82 445 | 8 | 3 | 11 |
| Eko Falenty I | Warsaw | Q4 2023 | 42 | 4 304 | 29 | - | 20 | 15 468 | 9 | 13 | 22 |
| Viva Jagodno IIb | Wrocław | Q2 2023 | 152 | 8 876 | 147 | 137 | 7 | 5 167 | 3 | 5 | 8 |
| Miasto Moje VI | Warsaw | Q1 2023 | 227 | 11 722 | 223 | 213 | 10 | 6 582 | - | 4 | 4 |
| Viva Jagodno IIa | Wrocław | Q4 2022 | 76 | 4 329 | 74 | 69 | 4 | 2 841 | 1 | 2 | 3 |
| Grunwaldzka | Poznań | Q2 2023 | 70 | 3 351 | 70 | 65 | 2 | 1 320 | 3 | - | 3 |
| Miasto Moje V | Warsaw | Q3 2022 | 170 | 8 559 | 170 | 169 | 1 | 1 011 | - | - | - |
| Ursus Centralny IIb | Warsaw | Q1 2023 | 206 | 11 758 | 205 | 204 | 1 | 729 | - | 1 | 1 |
| Nowe Warzymice IV | Szczecin | Q2 2023 | 75 | 3 818 | 75 | 68 | 1 | 726 | 6 | - | 6 |
| Nova Królikarnia 1d | Warsaw | Q2 2018 | 12 | 1 488 | 12 | 12 | - | 121 | - | - | - |
| Ursus Centralny IIa | Warsaw | Q4 2021 | 251 | 13 509 | 251 | 251 | - | 57 | - | - | - |
| Nowe Warzymice III | Szczecin | Q4 2022 | 62 | 3 537 | 62 | 62 | - | 32 | - | - | - |
| Moko I | Warsaw | Q4 2016 | 178 | 11 238 | 178 | 178 | - | 29 | - | - | - |
| Miasto Moje IV | Warsaw | Q4 2021 | 176 | 8 938 | 176 | 176 | - | 28 | - | - | - |
| 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 | 2 744 | 2 518 | 191 | 116 577 | 35 | 30 | 65 | ||
| 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 | 3 205 | 2 979 | 191 | 116 632 | 35 | 30 | 65 |
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 three months ended 31 March 2024:
| Project name | Location | Total Project Saleable area (m2 ) |
Total project units |
Units sold until 31 December 2023 |
Units sold during 3 months ended 31 March 2024 |
Net Sold area (m2 ) |
Value of the preliminary sales agreements (in PLN thousands) |
Units for sale as at 31 March 2024 |
|---|---|---|---|---|---|---|---|---|
| Ursus Centralny IIe | Warsaw | 16 127 | 291 | 144 | 52 | 2 558 | 35 760 | 95 |
| Miasto Moje VII | Warsaw | 11 725 | 255 | 157 | 57 | 2 721 | 33 061 | 41 |
| Zielono Mi I | Warsaw | 5 702 | 92 | - | 14 | 976 | 15 963 | 78 |
| Nova Królikarnia 4b1 | Warsaw | 2 503 | 11 | 3 | 1 | 300 | 6 544 | 7 |
| Ursus Centralny IIc | Warsaw | 11 124 | 223 | 212 | 8 | 512 | 6 477 | 3 |
| Między Drzewami | Poznań | 5 803 | 117 | 107 | 7 | 450 | 4 988 | 3 |
| Nowe Warzymice V.1 | Szczecin | 942 | 12 | - | 7 | 533 | 4 669 | 5 |
| Nowa Północ Ia | Szczecin | 5 230 | 110 | 82 | 8 | 438 | 3 714 | 20 |
| Viva Jagodno III | Wrocław | 3 140 | 58 | 13 | 5 | 220 | 2 744 | 40 |
| Viva Jagodno IIb | Wrocław | 8 876 | 152 | 144 | 3 | 287 | 2 486 | 5 |
| Eko Falenty I | Warsaw | 4 304 | 42 | 27 | 2 | 207 | 1 650 | 13 |
| Viva Jagodno IIa | Wrocław | 4 329 | 76 | 72 | 2 | 166 | 1 504 | 2 |
| Nowa Północ Ib | Szczecin | 4 234 | 89 | - | 2 | 94 | 981 | 87 |
| Nowe Warzymice IV | Szczecin | 3 818 | 75 | 74 | 1 | 59 | 652 | - |
| Sakura Idea | Warsaw | 1 854 | 26 | 25 | 1 | 70 | 642 | - |
| Miasto Moje VI | Warsaw | 11 722 | 227 | 223 | - | - | 122 | 4 |
| Nova Królikarnia 1d | Warsaw | 1 488 | 12 | 12 | - | - | 121 | - |
| Miasto Moje V | Warsaw | 8 559 | 170 | 170 | - | - | 116 | - |
| Ursus Centralny IIb | Warsaw | 11 758 | 206 | 205 | - | - | 87 | 1 |
| Moko I | Warsaw | 11 238 | 178 | 178 | - | - | 29 | - |
| Ursus Centralny IIa | Warsaw | 13 509 | 251 | 251 | - | - | 28 | - |
| Nowe Warzymice I | Szczecin | 3 234 | 54 | 53 | - | - | - | 1 |
| Młody Grunwald III | Poznań | 7 091 | 108 | 107 | - | - | - | 1 |
| Osiedle Vola | Warsaw | 4 851 | 84 | 82 | - | - | (42)**** | 2 |
| Total excluding JV | 163 160 | 2 919 | 2 341 | 170 | 9 590 | 122 298 | 408 | |
| Wilanów Tulip*** | Warsaw | 9 574 | 149 | 149 | - | - | 26 | - |
| Total including JV | 172 733 | 3 068 | 2 490 | 170 | 9 590 | 122 324 | 408 |
* For information on the completed projects see "Business highlights during the three months ended 31 March 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%.
**** Negative value of preliminary sales contracts is due to area settlement after obtaining occupancy permit
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 three months ended |
Increase/(decrease) | ||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2024 | 31 March 2023 | In PLN | % |
| Warsaw | 100 585 | 94 859 | 5 726 | 6% |
| Szczecin | 10 016 | 6 536 | 3 480 | 53% |
| Wrocław | 6 734 | 21 096 | (14 362) | -68% |
| Poznań | 4 988 | 10 734 | (5 746) | -54% |
| Total | 122 324 | 133 225 | (10 901) | -8% |
The table below presents the summary of the signed preliminary purchase agreements for which the final agreements will be signed during next periods:
| Location | Type of agreement |
Signed date | Agreement net value (PLN million) |
Paid net till 31 March 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 | 16.1 | 1 860 | 85 000 |
| Total | 141.5 | 17.6 | 1 860 | 85 000 |
| Exchange rate of Polish Zloty versus Euro | ||||
|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
| 2024 (3 months) | 4.3338 | 4.2804 | 4.4016 | 4.3009 |
| 2023 (3 months) | 4.7100 | 4.6688 | 4.7895 | 4.6755 |
| 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 31 March 2024 2023 2024 2023 Revenues 27 806 4 635 120 508 21 831 Gross profit 10 977 1 400 47 573 6 596 Profit/(loss) before taxation 8 023 504 34 771 2 375 Net profit/(loss) for the period attributable to the equity holders of the parent 6 966 104 30 191 490 Cash flows from/(used in) operating activities 9 629 1 210 41 732 5 700 Cash flows from/(used in) investing activities (13) 107 (58) 502 Cash flows from/(used in) financing activities 10 084 (1 390) 43 703 (6 546) Increase/(decrease) in cash and cash equivalents 19 700 (73) 85 376 (342) 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) 0.043 0.001 0.186 0.193
| EUR | PLN | |||
|---|---|---|---|---|
| (thousands) | ||||
| As at | ||||
| 31 March 2024 |
31 December 2023 |
31 March 2024 |
31 December 2023 |
|
| Inventory and Land designated for development | 185 762 | 187 247 | 798 943 | 814 151 |
| Total assets | 299 605 | 276 817 | 1 288 569 | 1 203 599 |
| Advances received | 57 655 | 53 858 | 247 967 | 234 175 |
| Long term liabilities | 49 142 | 40 309 | 211 353 | 175 265 |
| Short term liabilities (including advances received) | 119 281 | 113 768 | 513 014 | 494 662 |
| Equity attributable to the equity holders of the parent | 131 182 | 122 740 | 564 203 | 533 672 |
The net profit attributable to the equity holders of the parent company for the three months ended 31 March 2024 was PLN 30.2 million and can be summarized as follows:
| For the period of 3 months ended | ||||
|---|---|---|---|---|
| 31 March | ||||
| 2024 | 2023 | change | ||
| PLN | ||||
| (thousands, except per share data) | nominal | % | ||
| Revenue from sales of residential units | 120 508 | 21 831 | 98 676 | 452% |
| Revenues | 120 508 | 21 831 | 98 676 | 452% |
| Cost of sales of residential units | (72 935) | (15 235) | (57 700) | 379% |
| Cost of sales | (72 935) | (15 235) | (57 700) | 379% |
| Gross profit | 47 573 | 6 595 | 40 978 | 621% |
| Selling and marketing expenses | (1 493) | (1 354) | (139) | 10% |
| Administrative expenses | (8 132) | (6 355) | (1 777) | 28% |
| Share of profit/(loss) from joint venture | 25 | (647) | 672 | -104% |
| Other Incomes /(expense) | (765) | 257 | (1 023) | -397% |
| Result from operating activities | 37 207 | (1 503) | 38 710 | -2576% |
| Finance income | 1 908 | 356 | 1 552 | 436% |
| Finance expense | (4 344) | (2 118) | (2 226) | 105% |
| Gain/(loss) on a financial instrument measured at fair value through profit and loss |
- | 5 640 | (5 640) | -100% |
| Net finance income/(expense) | (2 436) | 3 878 | (6 314) | -163% |
| Profit/(loss) before taxation | 34 771 | 2 375 | 32 396 | 1364% |
| Income tax benefit/(expenses) | (4 580) | (1 885) | (2 695) | 143% |
| Net profit/(loss) for the period before non-controlling interests |
30 191 | 490 | 29 701 | 6057% |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
30 191 | 490 | 29 701 | 6057% |
| Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0.186 | 0.003 | 0.183 | 6100% |
The revenue from sales in residential units increased by PLN 98.7 million (452%) from PLN 21.8 million during the three months ended 31 March 2023 to PLN 120.5 million during the three months ended 31 March 2024, which is explained by higher amount of units delivered – 194 units delivered to the customers during the three months ended 31 March 2024, comparing to the 42 units delivered during the three months ended 31 March 2023 (in terms of project 100% owned by the Group), as well as increase in sale prices over the period.
Cost of sales of residential units increased by PLN 57.7 million (379%) from PLN 15.2 million during the three months ended 31 March 2023 to PLN 72.9 million during the three months ended 31 March 2024. The increase relates to a higher amount of delivered units in projects fully owned by the Group from 42 units during the three months ended 31 March 2023 compared to 194 units delivered to customers during the three months ended 31 March 2024.
The gross margin from sales of residential units during the three months ended 31 March 2024 was 39.5% which increased comparing to 30.2% during the three months ended 31 March 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 three months ended 31 March 2024 compared to the mix of projects delivered to customers during the three months ended 31 March 2023.
During three months ended 31 March 2024 the project that significantly impacted profitability of the Group was Ursus Centralny IIc which contributed PLN 38.0 million out of PLN 47.6 million of gross profit with gross margin of 46.1%.
During three months ended 31 March 2023 the projects that significantly impacted profitability of the Group were Miasto Moje VI, Miasto Moje V (contributed respectively PLN 3.3 million and PLN 2.3 million to the gross profit representing a gross profit margin of 32.2% and 31.2%).
Selling and marketing expenses increased by PLN 0.1 million (10%) from PLN 1.4 million during the three months ended 31 March 2023 to PLN 1.5 million during the three months ended 31 March 2024. The increase is related to increase of marketing services prices mainly outdoor advertising and the lunching of 3 new projects in the first quarter of 2024.
Administrative expenses increased by PLN 1.8 million (28%) from PLN 6.4 million in the period ended 31 March 2023 to PLN 8.1 million in the period ended 31 March 2024 which is primarily explained by increase in remuneration costs and perpetual usufruct fees on projects.
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 three months period ended 31 March 2024 the Group recorded a net expense on financial operations of PLN 2.4 million compared to a net income of PLN 3.9 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 5.6 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 31 March 2024 |
As at 31 December 2023 |
||
|---|---|---|---|
| PLN (thousands) | |||
| Inventory and Residential landbank | 798 943 | 814 151 | |
| Investment properties | 83 288 | 83 220 | |
| Advances received | 247 967 | 234 175 | |
| Loans, bonds and borrowings | 284 241 | 234 135 | |
| Liability to shareholder measured at amortized costs | 27 413 | 25 593 |
The value of inventories and residential landbank on 31 March 2024 amounted to PLN 798.9 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 72.9 million. The decrease was partially offset by direct construction costs occurred in 2024 in the total amount of PLN 57.2 million.
The balance of Investment properties is PLN 83.3 million as at 31 March 2024 compared to PLN 83.2 million as at 31 December 2023. As at 31 March 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 248.0 million as at 31 March 2024 compared to PLN 234.2 million as at 31 December 2023. The increase is explained by advances received from clients regarding sales of units during the period ended 31 March 2024 for a total amount PLN 131.1 million which was offset by the revenues recognized from the sale of residential units for a total amount of PLN 120.5 million during the three months ended 31 March 2024.
The total of short-term and long-term loans and bonds is PLN 284.2 million as at 31 March 2024 compared to PLN 234,1 million as at 31 December 2023. The increase in loans and bonds is primarily explained by issuance of bonds series P2023A in the nominal amount of PLN 60.0 million and accrued interest on bonds of PLN 9.2 million in comparison to PLN 6.8 million interests on bonds as at 31 December 2023. The cash inflow from the issuance of series P2023A bonds with a nominal value of PLN 60.0 million was reduced by an amount of PLN 8.9 million resulting from the early redemption of series V bonds held by some of the institutional clients to whom series P2023A bonds were allocated. The level of debt from bond loans as at 31 March 2024 amounted to PLN 277.6 million, out of which an amount of PLN 99.8 million comprises facilities maturing no later than 31 March 2025. The balance of bond loans comprises of principal amount of PLN 271.1 million plus accrued interest of PLN 9.2 million minus one-time costs directly attributed to the bond issuances which are amortized based on the effective interest method (PLN 2.7 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 towered 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 2 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 three months ended 31 March |
|||
|---|---|---|---|
| 2024 | 2023 | ||
| PLN (thousands) | |||
| Cash flows from/(used in) operating activities | 41 732 | 5 700 | |
| Cash flow from/(used in) investing activities | (58) | 502 | |
| Cash flow (used in)/from financing activities | 43 703 | (6 546) |
The Company's positive net cash flow from operating activities for the three months ended 31 March 2024 amounted to PLN 41.7 million compared to positive net cash flows from these activities in the corresponding period ended 31 March 2023 of PLN 5.7 million. The increase of PLN 36.0 million is primarily explained by:
The above-mentioned positive effect on the operational cash flow was partly offset by:
The Company's net cash outflow used in investing activities amounted to PLN 0.1 million during the three months ended 31 March 2024 compared to net inflow from investing activities in comparative period in the amount of PLN 0.5 million. The decrease of PLN 0.6 million is primarily explained by no dividends received from joint ventures during the 3 months period ended on 31 March 2024 comparing to PLN 1.1 million dividend received in the same period of the year 2023 as well as lower by PLN 0.5 million expenditures related to investment properties.
The Company's net cash inflow from financing activities amounted to PLN 43.7 million during the three months ended 31 March 2024 compared to a net cash outflow from financing activities amounted to PLN 6.5 million during the three months ended 31 March 2023.
The change of PLN 50.2 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 delivered (1) |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Project name | Location | Until 31 December 2023 |
During the period ended 31 March 2024 |
Total units delivered |
Units sold not delivered as at 31 March 2024 |
Units for sale as at 31 March 2024 |
Total units expected to be delivered |
Total project |
|
| Ursus Centralny IIc | Warsaw | 67 | 145 | 212 | 8 | 3 | 11 | 223 | |
| Eko Falenty I | Warsaw | - | 20 | 20 | 9 | 13 | 22 | 42 | |
| Miasto Moje VI | Warsaw | 213 | 10 | 223 | - | 4 | 4 | 227 | |
| Viva Jagodno IIb | Wrocław | 137 | 7 | 144 | 3 | 5 | 8 | 152 | |
| Viva Jagodno IIa | Wrocław | 69 | 4 | 73 | 1 | 2 | 3 | 76 | |
| Osiedle Vola | Warsaw | - | 3 | 3 | 79 | 2 | 81 | 84 | |
| Grunwaldzka | Poznań | 65 | 2 | 67 | 3 | - | 3 | 70 | |
| Ursus Centralny IIb | Warsaw | 204 | 1 | 205 | - | 1 | 1 | 206 | |
| Nowe Warzymice IV | Szczecin | 68 | 1 | 69 | 6 | - | 6 | 75 | |
| Miasto Moje V | Warsaw | 169 | 1 | 170 | - | - | - | 170 | |
| Nowe Warzymice I | Szczecin | 53 | - | 53 | - | 1 | 1 | 54 | |
| Nova Królikarnia 1d | Warsaw | 12 | - | 12 | 1 | - | 1 | 13 | |
| 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 | 194 | 1 979 | 115 | 32 | 147 | 2 126 |
(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 three months ended 31 March 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 |
Units sold until 31 March 2024 |
Units for sale as at 31 March 2024 |
Total units |
Total area of units (m2 ) |
Expected completion of construction |
|---|---|---|---|---|---|---|---|
| Ursus Centralny IIe | Warsaw, Ursus, Gierdziejewskiego st. | Q2 2022 | 196 | 95 | 291 | 16 127 | Q4 2024 |
| Miasto Moje VII | Warsaw, Białołęka, Marwilska st. | Q2 2022 | 214 | 41 | 255 | 11 725 | Q4 2024 |
| Między Drzewami | Poznań, Smardzewska st. | Q2 2022 | 114 | 3 | 117 | 5 803 | Q3 2024 |
| Zielono Mi I | Warsaw, Mokotów, Ananasowa st. | Q1 2024 | 14 | 78 | 92 | 5 702 | Q3 2025 |
| Nowa Północ Ia | Szczecin, Bogusława Świątkiewicza st. | Q3 2022 | 90 | 20 | 110 | 5 230 | Q2 2024 |
| Nowa Północ Ib | Szczecin, Bogusława Świątkiewicza st. | Q1 2024 | 2 | 87 | 89 | 4 234 | Q3 2025 |
| Viva Jagodno III | Wrocław, Jagodno, Buforowa st. | Q1 2024 | 18 | 40 | 58 | 3 140 | Q3 2025 |
| Nova Królikarnia 4b1 | Warsaw, Srebrnych Świerków st. | Q1 2023 | 4 | 7 | 11 | 2 503 | Q2 2025 |
| Nowe Warzymice V.1 | Szczecin, Do Rajkowa st. | Q1 2024 | 7 | 5 | 12 | 942 | Q2 2025 |
| Subtotal | 659 | 376 | 1 035 | 55 406 |
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 |
| Miasto Moje VIII | Warsaw | 147 | 7 687 |
| Epopei I | Warsaw | 145 | 6 822 |
| Zielono Mi I | Warsaw | 106 | 5 210 |
| Biograficzna | Warsaw | 242 | 4 711 |
| Marynin I | Warsaw | 113 | 4 491 |
| Newton Skyline | Poznań | 48 | 4 096 |
| Babimojska I | Poznań | 80 | 3 875 |
| Nowe Warzymice V.2 | Szczecin | 28 | 2 235 |
| Total | 1 270 | 58 226 |
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 |
|---|---|---|---|---|
| Osiedle Vola | Warsaw | 79 | 65 212 | Completed |
| Ursus Centralny IIc | Warsaw | 8 | 6 797 | Completed |
| Eko Falenty I | Warsaw | 9 | 6 836 | Completed |
| Viva Jagodno IIb | Wrocław | 3 | 2 624 | Completed |
| Nowe Warzymice IV | Szczecin | 6 | 1 956 | Completed |
| Grunwaldzka | Poznań | 3 | 1 893 | Completed |
| Miasto Moje VI | Warsaw | - | 1 780 | Completed |
| Młody Grunwald I | Poznań | 2 | 964 | Completed |
| Viva Jagodno IIa | Wrocław | 1 | 814 | Completed |
| Sakura Idea | Warsaw | 1 | 642 | Completed |
| Miasto Moje V | Warsaw | - | 441 | Completed |
| Verdis Idea | Warsaw | 1 | 437 | Completed |
| Miasto Moje IV | Warsaw | - | 306 | Completed |
| Verdis I-IV | Warsaw | 1 | 277 | Completed |
| Ursus Centralny IIb | Warsaw | - | 57 | Completed |
| Ursus Centralny IIa | Warsaw | - | 51 | Completed |
| Moko I | Warsaw | - | 22 | Completed |
| Subtotal completed projects | 114 | 91 110 | ||
| Ursus Centralny IIe | Warsaw | 196 | 123 085 | 2024 |
| Miasto Moje VII | Warsaw | 214 | 106 997 | 2024 |
| Między Drzewami | Poznań | 114 | 58 765 | 2024 |
| Nowa Północ Ia | Szczecin | 90 | 34 165 | 2024 |
| Nova Królikarnia 4b1 | Warsaw | 4 | 20 615 | 2025 |
| Zielono Mi I | Warsaw | 14 | 15 963 | 2025 |
| Viva Jagodno III | Wrocław | 18 | 9 244 | 2025 |
| Nowe Warzymice V.1 | Szczecin | 7 | 4 669 | 2025 |
| Nowa Północ Ib | Szczecin | 2 | 981 | 2025 |
| Subtotal ongoing projects | 659 | 374 485 | ||
| Total | 773 | 465 595 |
(1) For information on the completed projects see "Business highlights during the three months ended 31 March 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 |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
||
| 2024 (3 months) | 4,3338 | 4.2804 | 4.4016 | 4.3009 | ||
| 2023 (3 months) | 4.7100 | 4.6688 | 4.7895 | 4.6755 | ||
| 2023 (12 months) | 4.5437 | 4.3053 | 4.7895 | 4.3480 | ||
| Source: National Bank of Poland ("NBP") | ||||||
| Selected financial data | EUR | PLN | ||||
| (thousands, except per share data) | ||||||
| For the 3 months ended 31 March | ||||||
| 2024 | 2023 | 2024 | 2023 | |||
| Revenues from management services | 602 | 149 | 2 610 | 704 | ||
| Financial income (Wise majority from loans granted to subsidiaries) |
1 225 | 1 435 | 5 309 | 6 757 | ||
| Financial expenses (Wise majority from Interest on bonds and fair value measurement of the financial instrument) |
(1 928) | (80) | (8 355) | (376) | ||
| Profit including results from subsidiaries | 6 966 | 104 | 30 191 | 490 | ||
| Cash flows from/(used in) operating activities | 4 018 | (1 116) | 17 415 | (5 257) | ||
| Cash flows from/(used in) investing activities | (134) | 425 | (580) | 2 000 | ||
| Cash flows from/(used in) financing activities | 11 417 | - | 49 478 | - | ||
| Increase/(decrease) in cash and cash equivalents | 15 301 | (691) | 66 313 | (3 257) | ||
| 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) | 0,043 | 0,001 | 0,186 | 0,003 |
| EUR | PLN | |||||
|---|---|---|---|---|---|---|
| (thousands) | ||||||
| As at | ||||||
| 31 March 2024 |
31 December 2023 |
31 March 2024 |
31 December 2023 |
|||
| Investment in subsidiaries | 127 470 | 119 535 | 548 234 | 519 740 | ||
| Loan granted to subsidiaries | 53 558 | 55 265 | 230 347 | 240 294 | ||
| Total assets | 202 535 | 182 416 | 871 084 | 793 145 | ||
| Long term liabilities | 41 785 | 33 088 | 179 714 | 143 866 | ||
| Short term liabilities | 29 818 | 26 837 | 128 246 | 116 685 | ||
| Equity | 130 392 | 122 492 | 563 124 | 532 593 |
During the period ended 31 March 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 three months ended 31 March 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 three months ended 31 March 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 the Parties in connection with the provision of services (such as travel or accommodation costs) will be made in each case on the basis of 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 three months ended 31 March 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 31 March 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 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.
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 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 2 April 2024, the subject payment was made by the Company.
During the period ended 31 March 2024, transactions and balances with related parties included: remuneration of the Board of Directors, loans to related parties within the Group, reimbursement of audit review costs 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 three months ended 31 March 2024, the Company paid a total of PLN 208 thousand.
In addition, during the period ended 31 March 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 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 quarter 2024 amounted to PLN 0.3 million. The program is accounted under IFRS 2 standard as an employee expenses, part of administrative costs and share-based payment reserve 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. The Company has agreed with A. Luzon Group that the costs for the first and third quarter review will be shared between the Company and its shareholder. The Company considers having its first and third quarter report provided with a review report a benefit to all its bondholders. The Company prepared this Interim Financial Report for the three months ended 31 March 2024 in both English and Polish languages, while the Polish version is binding.
As at 31 March 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. In particular:
The Company did not issue any guarantees during the three months ended 31 March 2024.
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the three months ended 31 March 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 three months period ended 31 March 2024 was prepared and approved by the Management Board of the Company on 14 May 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
___________________ ___________________ for Marketing and Innovation
Interim Condensed Consolidated Financial St atement s for the three months ended 31 March 2024
| As at 31 March 2024 | As at 31 December 2023 | ||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Property and equipment | 7 442 | 7 506 | |
| Investment property | 9 | 83 288 | 83 220 |
| Intangible fixed assets | 462 | 468 | |
| Investments in joint ventures | 25 | 530 | 532 |
| Deferred tax assets | 19 | 7 996 | 6 369 |
| Land designated for development | 10 | 21 755 | 21 663 |
| Total non-current assets | 121 473 | 119 759 | |
| Inventory | 10 | 777 188 | 792 488 |
| Trade and other receivables and prepayments Advances for Land |
11 12 |
59 103 17 550 |
53 539 17 550 |
| Income tax receivable | 3 303 | 3 450 | |
| Loans granted to joint ventures | 25 | 148 | 145 |
| Other current financial assets | 20 568 | 12 809 | |
| Cash and cash equivalents | 289 236 | 203 860 | |
| Total current assets | 1 167 096 | 1 083 841 | |
| Total assets | 1 288 569 | 1 203 599 | |
| Equity | |||
| Share capital | 12 503 | 12 503 | |
| Share premium | 150 278 | 150 278 | |
| Share based payment reserve | 1 910 | 1571 | |
| Treasury shares | (1 732) | (1 732) | |
| Retained earnings | 401 243 | 371 052 | |
| Total equity/Equity attributable to equity holders of the | |||
| parent | 564 203 | 533 672 | |
| Liabilities | |||
| Floating rate bonds | 15 | 177 806 | 118 676 |
| Liability to shareholders measured at amortised cost | 14 | - | 19 519 |
| Deferred tax liability | 18 | 32 828 | 36 350 |
| Lease liabilities related to perpetual usufruct of investment properties |
13 | 720 | 720 |
| Total non-current liabilities | 211 353 | 175 265 | |
| Trade and other payables and accrued expenses | 16 | 89 610 | 89 762 |
| Floating rate bonds | 15 | 90 590 | 99 834 |
| Other payables - accrued interests on bonds | 15 | 9 177 | 6 810 |
| Secured bank loans | 15 | 6 669 | 8 815 |
| Interest bearing deferred trade payables | - | 9 538 | |
| Advances received | 19 | 247 967 | 234 175 |
| Income tax payable | 3 610 | 534 | |
| Provisions | 3 103 | 3 103 | |
| Lease liabilities related to perpetual usufruct of land | 13 | 34 875 | 36 017 |
| Liability to shareholders measured at amortised cost | 14 | 27 413 | 6 074 |
| Total current liabilities | 513 014 | 494 662 | |
| Total liabilities | 724 367 | 669 927 | |
| Total equity and liabilities | 1 288 569 | 1 203 599 |
The notes included on pages 22 to 49 are an integral part of these Interim Condensed Consolidated Financial Statements
| For the 3 months ended 31 March 2024 |
For the 3 months ended 31 March 2023 |
|||
|---|---|---|---|---|
| PLN (thousands, except per share data and number of shares) | Note | (Reviewed/Unaudited) | (Reviewed/Unaudited) | |
| Revenue from residential projects Revenue from sale of services |
20 | 120 508 - |
21 831 - |
|
| Revenue | 120 508 | 21 831 | ||
| Cost of sales | 20 | (72 935) | (15 235) | |
| Gross profit | 47 573 | 6 596 | ||
| Selling and marketing expenses Administrative expenses |
(1 493) (8 132) |
(1 354) (6 355) |
||
| Share of profit/(loss) in joint ventures | 25 | (647) | ||
| Other expenses Other income |
(1 055) 290 |
(347) 604 |
||
| Result from operating activities | 37 207 | (1 503) | ||
| Finance income Finance expense |
1 908 (4 344) |
356 (2 118) |
||
| Gain(loss) in fair value of financial instrument at fair value through profit and loss |
14 | - | 5 640 | |
| Net finance income/(expense) | (2 436) | 3 878 | ||
| Profit/(loss) before taxation | 34 771 | 2 375 | ||
| Income tax (expense) | 17 | (4 580) | (1 885) | |
| Profit for the period | 30 191 | 490 | ||
| Other comprehensive income | - | - | ||
| Total comprehensive income/(expense) for the period, net of tax |
30 191 | 490 | ||
| Total profit/(loss) for the period attributable to: | ||||
| Equity holders of the parent Non-controlling interests |
30 191 - |
490 - |
||
| Total profit/(loss) for the period, net of tax | 30 191 | 490 | ||
| Total profit/(loss) for the period attributable to: | ||||
| equity holders of the parent Non-controlling interests |
30 191 - |
490 - |
||
| Total comprehensive income/(expense) for the period, net of tax |
30 191 | 490 | ||
| Weighted average number of ordinary shares (basic and diluted) |
162 442 859 | 162 442 859 | ||
| In Polish Zlotys (PLN) | ||||
| Net earnings/(loss) per share attributable to the equity holders of the parent basic |
0.186 | 0.003 | ||
| Net earnings/(loss) per share attributable to the equity holders of the parent diluted |
0.186 | 0.003 |
The notes included on pages 22 to 49 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 reserve |
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 three months ended 31 March 2024 | - | - | - | - | 30 191 | 30 191 |
| Total comprehensive income/(expense) | - | - | - | - | 30 191 | 30 191 |
| Share based payment reserve | - | 339 | 339 | |||
| Balance at 31 March 2024(Reviewed/ Unaudited) |
12 503 | 150 278 | 1 910 | (1 732) | 401 243 | 564 203 |
| Attributable to the Equity holders of parent | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium | Share based payment reserve |
Treasury shares |
Retained earnings |
Total equity |
| Balance at 1 January 2023 | 12 503 | 150 278 | - | (1 732) | 290 347 | 451 396 |
| Comprehensive income: | ||||||
| Profit for the three months ended 31 March 2023 | - | - | - | - | 490 | 490 |
| Total comprehensive income/(expense) | - | - | - | - | 490 | 490 |
| Share based payment reserve | - | 500 | - | - | 500 | |
| Balance at 31 March 2023 (Reviewed/ Unaudited) |
12 503 | 150 278 | 500 | (1 732) | 290 837 | 452 386 |
The notes included on pages 22 to 49 are an integral part of these Interim Condensed Consolidated Financial Statement
| For the three months ended 31 March | 2024 | 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from/(used in) operating activities | |||
| Profit/(loss) for the period | 30 191 | 490 | |
| Adjustments to reconcile profit for the period to net cash used in operating | - | ||
| activities | |||
| Depreciation | 196 | 258 | |
| (Increase)/decrease in fair value of investment property Write-down of inventory |
- - |
- - |
|
| Finance expense | 17 | 4 243 | 2 096 |
| Finance income | (1 882) | (342) | |
| Foreign exchange rates differences gain/(loss) | 75 | 6 | |
| (Gain)/loss on a financial instrument measured at fair value through profit and loss | 14 | - | (5 640) |
| Share of loss /(profit) from joint ventures | 25 | 675 | |
| Share based payment reserve | 340 | 500 | |
| Income tax expense/(benefit) | 4 580 | 1 885 | |
| Subtotal | 37 768 | (73) | |
| Decrease/(increase) in inventory and land designated for | 20 581 | (48 213) | |
| development Decrease/(increase) in trade and other receivables and prepayments |
(3 788) | 2 875 | |
| Decrease/(increase) in other current financial assets | (7 759) | 1 251 | |
| Increase/(decrease) in trade and other payables and interests bearing deferred trade | |||
| payables | (10 053) | 4 219 | |
| Increase/(decrease) in provisions | - | 132 | |
| Increase/(decrease) in advances received | 20 | 13 792 | 53 221 |
| Subtotal | 50 541 | 13 412 | |
| Interest paid | (3 703) | (6 300) | |
| Interest received Income tax received/(paid) |
1 400 (6 507) |
242 (1 655) |
|
| Net cash from/(used in) operating activities | 41 732 | 5 700 | |
| Cash flows from/(used in) investing activities | |||
| Acquisition of property and equipment | (101) | ||
| Payments for investment property | 9 | (61) | (571) |
| Dividends received from joint ventures | - | 1 073 | |
| Proceeds from sale of property and equipment | 104 | - | |
| Net cash from investing activities | (58) | 502 | |
| Cash flows (used in)/from financing activities | |||
| Proceeds from bank loans, net of bank charges | 15 | 36 042 | 27 763 |
| Repayment of bank loans | 15 | (40 396) | (33 422) |
| Proceed from bond loans, net of charges | 15 | 49 479 | - |
| Payment of perpetual usufruct rights | 13 | (1 420) | (887) |
| Net cash (used in)/from financing activities | 43 703 | (6 546) | |
| Net change in cash and cash equivalents Cash and cash equivalents at beginning of period |
85 376 203 860 |
(344) 51 185 |
|
| Effects of exchange rate changes on cash and cash equivalents | - | 2 | |
| Cash and cash equivalents at end of period* | 289 236 | 50 843 |
* including restricted cash that amounted to PLN 57 037 thousand and PLN 21 820 thousand as at 31 March 2024 and as at 31 March 2023, respectively
The notes included on pages 22 to 49 are an integral part of these interim condensed consolidated Financial Statements
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. 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 an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The Company (together with its subsidiaries, 'the Group') is active in the development and sale of residential units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. In 2021 the Management Board of the Company decided to start developing 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 31 March 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 31 March 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 during the three-month period ended 31 March 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 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 three months ended 31 March 2024 and contain comparative data for the three months ended 31 March 2023 and as at 31 December 2023. The Interim Condensed Consolidated Financial Statements of the Company for the three months ended 31 March 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 three months ended 31 March 2024 were authorized for issuance by the Management Board on 14 May 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 IFRSs issued by IASB are not different from the IFRSs endorsed by the European Union.
IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The Consolidated Financial Statements of the Group for the year ended 31 December 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 three months ended 31 March 2024 are included in the Management Board Report on pages 3 through 17.
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 IFRSs 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 Board 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 following standard could have substantial impact on the presentational aspect of the financial statements.
The preparation of financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed 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.
| Entity name | Year of incorporation |
Share of ownership & voting rights at the end of | |||
|---|---|---|---|---|---|
| 31 March | 31 December | ||||
| 2024 | 2023 | ||||
| a. | held directly by the Company: | ||||
| 1 | Ronson Development Management Sp. z o.o. | 1999 | 100% | 100% | |
| 2 | Ronson Development Sp. z o.o. | 2006 | 100% | 100% | |
| 3 | Ronson Development Construction Sp. z o.o. | 2006 | 100% | 100% | |
| 4 | City 2015 Sp. z o.o. | 2006 | 100% | 100% | |
| 5 | Ronson Development Village Sp. z o.o.(1) | 2007 | 100% | 100% | |
| 6 | Ronson Development Skyline Sp. z o.o. | 2007 | 100% | 100% | |
| 7 | Ronson Development Universal Sp. z o.o.(1) | 2007 | 100% | 100% | |
| 8 | Ronson Development South Sp. z o.o.(2) | 2007 | 100% | 100% | |
| 9 | Ronson Development Partner 5 Sp. z o.o. | 2007 | 100% | 100% | |
| 10 | Ronson Development Partner 4 Sp. z o.o. | 2007 | 100% | 100% | |
| 11 | Ronson Development Providence Sp. z o.o. | 2007 | 100% | 100% | |
| 12 | Ronson Development Finco Sp. z o.o. | 2009 | 100% | 100% | |
| 13 | Ronson Development Partner 2 Sp. z o.o. | 2009 | 100% | 100% | |
| 14 | Ronson Development Partner 3 Sp. z o.o. | 2012 | 100% | 100% | |
| 15 | Ronson Development Studzienna Sp. z o.o. | 2019 | 100% | 100% | |
| 16 | Ronson Development SPV1 Sp. z o.o. | 2021 | 100% | 100% | |
| 17 | Ronson Development SPV2 Sp. z o.o. | 2021 | 100% | 100% | |
| 18 | Ronson Development SPV3 Sp. z o.o. | 2021 | 100% | 100% | |
| 19 | Ronson Development SPV4 Sp. z o.o. | 2021 | 100% | 100% | |
| 20 | Ronson Development SPV5 Sp. z o.o. | 2021 | 100% | 100% | |
| 21 | Ronson Development SPV6 Sp. z o.o. | 2021 | 100% | 100% | |
| 22 | Ronson Development SPV7 Sp. z o.o. | 2021 | 100% | 100% | |
| 23 | Ronson Development SPV8 Sp. z o.o. | 2021 | 100% | 100% | |
| 24 | Ronson Development SPV9 Sp. z o.o. | 2021 | 100% | 100% | |
| 25 | Ronson Development SPV10 Sp. z o.o. | 2021 | 100% | 100% | |
| 26 | Ronson Development SPV11 Sp. z o.o. | 2021 | 100% | 100% | |
| 27 | LivinGO Holding sp. z o.o. | 2022 | 100% | 100% | |
| 28 | Ronson Development SPV14 Sp. z o.o. | 2023 | 100% | 100% | |
| 29 | Ronson Development SPV15 Sp. z o.o. | 2023 | 100% | 100% | |
| 30 | Ronson Development SPV16 Sp. z o.o. | 2023 | 100% | 100% | |
| b. | held indirectly by the Company : | ||||
| 31 | Ronson Development Sp z o.o. - Estate Sp.k. | 2007 | 100% | 100% | |
| 32 | Ronson Development Sp z o.o. - Horizon Sp.k. | 2007 | 100% | 100% | |
| 33 | Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k. | 2009 | 100% | 100% | |
| 34 | Ronson Development Sp. z o.o. - Apartments 2011 Sp.k. | 2009 | 100% | 100% | |
| 35 | Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k. | 2009 | 100% | 100% | |
| 36 | LivinGO Ursus sp. z o.o. | 2022 | 100% | 100% | |
| 37 | Ronson Development Partner 5 Sp. z o.o. - Vitalia Sp.k. | 2009 | 100% | 100% | |
| 38 | Ronson Development Sp. z o.o. - Naturalis Sp.k. | 2011 | 100% | 100% | |
| 39 | Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k | 2011 | 100% | 100% | |
| 40 | Ronson Development Sp. z o.o. - Providence 2011 Sp.k. | 2011 | 100% | 100% | |
| 41 | Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k. | 2011 | 100% | 100% | |
| 42 | Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k. | 2012 | 100% | 100% | |
| 43 | Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k. | 2012 | 100% | 100% | |
| 44 | Ronson Development sp. z o.o. – Ursus Centralny Sp. k. | 2012 | 100% | 100% | |
| 45 | Ronson Development Sp. z o.o. - City 4 Sp.k. | 2016 | 100% | 100% | |
| 46 | Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k. | 2016 | 100% | 100% | |
| 47 | Ronson Development Sp. z o.o. Grunwaldzka" Sp.k. | 2016 | 100% | 100% | |
| 48 | Ronson Development Sp. z o.o. - Projekt 3 Sp.k. | 2016 | 100% | 100% | |
| 49 | Ronson Development Sp. z o.o. - Projekt 4 Sp.k. | 2017 | 100% | 100% | |
| 50 | Ronson Development Sp. z o.o. - Projekt 5 Sp.k. | 2017 | 100% | 100% | |
| 51 | Ronson Development Sp. z o.o. - Projekt 6 Sp.k. | 2017 | 100% | 100% | |
| 52 | Ronson Development Sp. z o.o. - Projekt 7 Sp.k. | 2017 | 100% | 100% | |
| 53 | Ronson Development Sp. z o.o. - Projekt 8 Sp.k. | 2017 | 100% | 100% | |
| 54 | Bolzanus Limited (Company with the registered office in Cyprus) | 2013 | 100% | 100% | |
| 55 | Park Development Properties Sp. z o.o. - Town Sp.k. | 2007 | 100% | 100% |
| Entity name | Year of | Share of ownership & voting rights at the end of | |||||
|---|---|---|---|---|---|---|---|
| incorporation | |||||||
| 31 March | 31 December | ||||||
| 2024 | 2023 | ||||||
| 56 | Tras 2016 Sp. z o.o. | 2011 | 100% | 100% | |||
| 57 | Park Development Properties Sp. z o.o. | 2011 | 100% | 100% | |||
| 58 | Wrocław 2016 Sp. z o.o. | 2016 | 100% | 100% | |||
| 59 | Tregaron Sp. z o.o. | 2017 | 100% | 100% | |||
| 60 | Tring Sp. z o.o. | 2017 | 100% | 100% | |||
| 61 | Thame Sp. z o.o. | 2017 | 100% | 100% | |||
| 62 | Troon Sp. z o.o. | 2017 | 100% | 100% | |||
| 63 | Tywyn Sp. z o.o. | 2018 | 100% | 100% | |||
| c. | other entities not subject to consolidation: | ||||||
| 64 | Coralchief sp. z o.o. | 2018 | 50% | 50% | |||
| 65 | Coralchief sp. z o.o. - Projekt 1 sp. k. | 2016 | 50% | 50% | |||
| 66 | Ronson IS sp. z o.o. | 2009 | 50% | 50% | |||
| 67 | Ronson IS sp. z o.o. sp. k. | 2012 | 50% | 50% |
1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria Radcy Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
2)) 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 has been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss from the last Annual Consolidated Financial Statements. There is no 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, bond loans 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 amortized cost. 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 31 March 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocat ed |
IFRS adjust ments |
Total | |||||||
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||
| Segment assets Unallocated assets |
660 086 - |
120 565 - |
478 - |
88 017 - |
127 344 - |
9 767 - |
32 692 - |
- - |
105 283 - |
- - |
- 144 212 |
126 - |
1 144 357 144 212 |
| Total assets | 660 086 | 120 565 | 478 | 88 017 | 127 344 | 9 767 | 32 692 | - | 105 283 | - | 144 212 | 126 | 1 288 569 |
| Segment liabilities Unallocated liabilities |
257 798 - |
20 679 - |
715 - |
24 215 - |
38 855 - |
- - |
9 061 - |
- - |
31 598 - |
- - |
- 342 160 |
(715) - |
382 207 342 160 |
| Total liabilities | 257 798 | 20 679 | 715 | 24 215 | 38 855 | - | 9 061 | - | 31 598 | - | 342 160 | (715) | 724 367 |
In thousands of Polish Zlotys (PLN) As at 31 December 2023
| Warsaw | Poznań Wrocław |
Szczecin | Unallocat ed |
IFRS adjustme nts |
Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Apartments | Houses | Joint venture |
Rental | Apartments | Houses | Apartments | Houses | Apartment s |
House s |
||||
| 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 three months ended 31 March 2024
Warsaw Poznań Wrocław Szczecin Unalloc ated IFRS Adjustments Total Apartments Houses Joint venture Rental(2) Apartments Houses Apartments Houses Apartments Houses Revenue/Revenue from external customers(1) 94 597 15 589 55 215 1 320 - 8 008 - 780 - - (55) 120 508 Segment result 41 021 1 663 5 106 262 - 2 685 - (42) - - (5) 45 695 Unallocated result - - - - - - - - - (8 333) - (8 333) Depreciation (52) - - 0 - - - - (1) - (101) (154) Result from operating activities 40970 1 663 5 106 262 - 2 685 - (44) - (8 434) (5) 37 208 Net finance income/expenses 438 35 - (11) 356 (1) 199 - 147 - (3 600) - (2 436) Gain/loss on a financial instrument measured at fair value through profit and loss Profit/(loss) before tax 41 408 1 698 5 95 618 (1) 2 884 - 104 - (12 034) (5) 34 772 Income tax expenses (4 580) Profit/(loss) for the period 30 191
(1) Revenue is recognized when the customer takes control of the premises, i.e. on the basis of a signed protocol of technical acceptance, handover of keys to the purchaser of the premises and receipt of full payment.
(2) Performance obligation fulfilled over time.
| In thousands of Polish Zlotys (PLN) | |
|---|---|
| In thousands of Polish Zlotys (PLN) | For the three months ended 31 March 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unalloc ated |
IFRS Adjust ments |
Total | ||||||||
| Apartments | Houses | Joint venture |
Rental(2) Apartments | Houses | Apartments | Houses | Apartments | Houses | ||||||
| Revenue/Revenue from external customers(1) |
19 619 | - | 1 456 | 235 | - | - | 1 327 | - | 651 | - | - | (1 457) | 21 831 | |
| Segment result | 5 171 | (224) | (1 632) | 156 | 6 | - | 103 | - | (23) | - | - | 1 632 | 5 188 | |
| Unallocated result | - | - | - | - | - | - | - | - | - | - | (6 507) | - | (6 507) | |
| Depreciation | (50) | - | - | - | - | - | - | - | (1) | - | (134) | - | (185) | |
| Result from operating activities |
5 121 | (224) | (1 632) | 156 | 6 | - | 103 | - | (25) | - | (6 641) | 1 632 | (1 502) | |
| Net finance income/expenses |
68 | (12) | 46 | (6) | (13) | (1) | (31) | - | (6) | - | (1 761) | (46) | (1 760) | |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | - | - | - | - | - | - | - | - | - | 5 640 | - | 5 640 | |
| Profit/(loss) before tax |
5 189 | (236) | (1 586) | 150 | (7) | (1) | 73 | - | (30) | - | (2 762) | 1 586 | 2 375 | |
| Income tax expenses |
(1 885) |
Profit/(loss) for the period 490
(1) Revenue 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.
(2) Performance obligation fulfilled over time.
| In thousands of Polish Zlotys (PLN) | For the 3 months ended 31 March 2024 |
For the year ended 31 December 2023 |
||
|---|---|---|---|---|
| Balance at 1 January | 83 220 | 63 139 | ||
| IFRS 16 adjustment | 7 | 71 | ||
| Purchase of investment property land | - | 11 000 | ||
| Investment expenditures incurred | 61 | 717 | ||
| Change in fair value during the period | - | 8 293 | ||
| Balance as at 31 March, including: | 83 288 | 83 220 | ||
| Cost at the time of purchase | 69 473 | 69 412 | ||
| IFRS 16 | 750 | 744 | ||
| Fair value adjustments | 13 064 | 13 064 |
As at 31 March 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 determined in this way, except for investment land, are included in level 3. In this method, the key input data are prices per square meter of comparable (in terms of location and size) plots in the same region obtained in sales transactions in the current year (Level 2 of the fair value hierarchy). The unobservable input data on the Level 3 was average period of comparable transactions. For the comparison approach the external appraiser used the transactions from the period 2022-2024 to perform the valuation.
Movements in Inventory during the three months ended 31 March 2024 were as follows:
| In thousands of Polish Zlotys (PLN) |
As at 1 January 2024 |
Transferred from land designated for development |
Transferred to finished units |
Additions | As at 31 March 2024 |
|---|---|---|---|---|---|
| Land and related cost | 401 358 | - | (13 459) | 33 | 387 933 |
| Construction costs | 173 298 | - | (34 397) | 48 210 | 187 111 |
| Planning and permits | 19 987 | - | (756) | 2 003 | 21 234 |
| Borrowing costs | 51 421 | - | (2 485) | 5 651 | 54 587 |
| Borrowing costs on lease and depreciation perpetual usufruct right (1) |
7 363 | - | - | 720 | 8 084 |
| Other | 2 990 | - | (945) | 707 | 2 751 |
| Work in progress | 656 417 | - | (52 042) | 57 326 | 661 701 |
| In thousands of Polish Zlotys (PLN) |
As at 1 January 2024 |
Transferred from work in progress |
Recognized in the statement of comprehensive income |
As at 31 March 2024 |
|
|---|---|---|---|---|---|
| Finished goods | 109 608 | 52 042 | (72 266) | 89 384 | |
| In thousands of Polish Zlotys | As at | Transferred from land designated |
Write-down recognized in statement of comprehensive income |
As at | |
| (PLN) | 1 January 2024 | for development | Increase | Utilization/ Reversal |
31 March 2024 |
| Write-down | (4 577) | - | - | - | (4 577) |
| 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 31 March 2024 |
|---|---|---|---|---|---|---|
| Perpetual usufruct right | 31 041 | 860 | (167) | - | (1 052) | 30 681 |
| Inventory, valued at lower of - cost and net realisable |
792 488 | 777 188 | ||||
| value |
(1) For additional information see note 13.
| 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 Comprehensi ve 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/Re Increase versal |
As at 31 December 2023 |
|
| Write-down | (2 970) | - | (1 608) | - | - | (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 23 (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 3months ended |
For the year ended |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2024 | 31 December 2023 |
| Opening balance | 21 663 | 21 094 |
| Moved from Inventory (perpetual land use assets – IFRS 16) | - | 1 674 |
| Capital expenditure | 92 | 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 | 21 755 | 21 633 |
| Closing balance includes: | ||
| Book value | 28 735 | 28 643 |
| Write-down | (6 980) | (6 980) |
| Total closing balance | 21 755 | 21 663 |
| In thousands of Polish Zlotys (PLN) | As at 31 March 2024 |
As at 31 December 2023 |
|
|---|---|---|---|
| Value added tax (VAT) receivables | 22 765 | 23 017 | |
| Trade receivables | 6 515 | 3 313 | |
| Other receivables | 14 021 | 13 361 | |
| Trade and other receivables - IFRS 16 (impact of perpetual usufruct) | 3 027 | 2 800 | |
| Notary's deposit | - | - | |
| Prepayments(1) | 12 775 | 11 048 | |
| Total trade and other receivables and prepayments | 59 103 | 53 539 |
(1)The capitalized contract costs relating to signed agreements with clients have been presented in this line and amounted to PLN 2.5 million for the 3 months ended 31 March 2024 and PLN 2.4 million for the year ended 31 December 2023.
During the period ended 31 March 2024 and the year ended 31 December 2023, the Group booked allowance for expected credit losses in the amount of PLN 1.8 million and PLN 3.8 million respectively included in trade and other receivables. Trade receivables increased by 3.2 million PLN, which is primarily explained by higher receivables from sold apartments (mainly in Osiedle VOLA project – 2.7 million PLN).
Other receivables balance consists mostly of receivables under dispute described in the Note 30. 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.
In April 2021, Ronson Development sp. z o.o. – Projekt 3 sp.k. ("Projekt 3") submitted a VAT-7 return for March 2021 to the Head of the Tax Office in Warsaw-Ursynów ("Head of the Tax Office"), in which it showed an excess of input tax over the tax due to be refunded to the bank account in the amount of PLN 2,613,272. In this period, Projekt 3 deducted input tax, inter alia from invoices issued by a seller, relating to the purchase by Projekt 3 of land properties.
Projekt 3's settlements in the above-mentioned scope were first verified in the course of verification activities conducted by the Head of the Tax Office, and then the Head of the Mazovian Customs and Tax Office in Warsaw ("Head of UCS") initiated a tax audit against Projekt 3 with respect to the VAT settlements for the period from February to April 2021.
On 7 February 2024, the Company was served with the final result ending the tax audit. The Head of UCS indicated that Projekt 3 is not entitled to deduct input tax from invoices issued by the abovementioned seller. In the opinion of the Head of UCS, the inclusion of the invoices in question by Projekt 3 in the VAT purchase registers and then in the VAT returns constitutes a violation of Article 88(3a)(4a) of the VAT Act (invoices and customs documents do not constitute the basis for a reduction of the output tax and a refund of the tax difference or a refund of the input tax if: Invoices, correction invoices or customs documents issued: state the activities that have not been carried out - in the part relating to these activities).
Projekt 3 does not agree with the position presented by the Head of UCS. As the tax audit is already completed, it is now expected that the Head of UCS will initiate tax proceedings. Based on the current status of the proceeding and the assessment of the management board the whole amount of VAT under proceeding is recoverable.
In September 2021, Ronson Development sp. z o.o. – Projekt 6 sp.k. ("Projekt 6") submitted a VAT-7 return for August 2021 to the Head of the Tax Office, in which it showed an excess of input tax over the tax due to be refunded to the bank account in the amount of PLN 2,647,070. During this period, Projekt 6 deducted input tax, inter alia from invoices issued by the seller documenting the purchase of land properties.
The Company's settlements in the above-mentioned scope were first verified in the course of verification activities conducted by the Head of the Tax Office, and then the Head of UCS initiated a tax audit against Projekt 6 with respect to VAT settlements for August 2021.
On 29 January 2024, Projekt 6 was served with the final result concluding the tax audit. The Head of UCS indicated that Projekt 6 is not entitled to deduct input tax from invoices issued by the abovementioned seller. In the opinion of the Head of UCS, the inclusion of the invoices in question by Projekt 6 in the VAT purchase registers and then in the VAT returns constitutes a violation of Article 88(3a)(4a) of the VAT Act (invoices and customs documents do not constitute the basis for a reduction of the output tax and a refund of the tax difference or a refund of the input tax if: - invoices, correction invoices or customs documents issued: state the activities that have not been carried out - in the part relating to these activities).
Project 6 disagreed with the position presented by the head of UCS . On 17 April 2024, the company's attorney was served with a decision on the transformation of customs and tax control into tax proceedings. Based on the current status of the proceeding and the assessment of the management board the whole amount of VAT under proceeding is recoverable.
The table below presents the lists of advances for land paid as at 31 March 2024 and 31 December 2023:
| Investment location | As at 31 March 2024 | As at 31 December 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | |||
| Warsaw, Białołęka | 1 450 | 1 450 | |
| Warsaw, Ursus(1) | 16 100 | 16 100 | |
| Total | 17 550 | 17 550 |
(1)as a security for the advance paid there is a mortgage in favor of Ronson subsidiary.
For more information about purchase of plots during the period ended 31 March 2024 please refer to Note 26 to the Interim Condensed Consolidated Financial Statements.
The movement on the right-of-use assets and lease liabilities during the period ended 31 March 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 (1) |
Transfer to trade receivables |
31 March 2024 |
|---|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
31 040 | - | (167) | - | 860 | (1 052) | 30 681 | |
| Right of use assets related to investment property |
744 | - | - | (5) | 11 | - | - | 750 |
| Right of use assets related to land designated for development |
1 625 | - | - | (27) | - | - | - | 1 599 |
| Right of use assets related to fixed assets |
558 | - | 152 | (36) | - | - | - | 675 |
| In thousands of Polish Zlotys (PLN) |
1 January 2024 |
Transferred to Land designated for development |
Additions/ Disposal net |
Finance expense |
Payments | Recalculation adjustment (1) |
Transfer to trade payables |
31 March 2024 |
|---|---|---|---|---|---|---|---|---|
| Lease liabilities related to inventory |
35 368 | - | - | 553 | (1 463) | 939 | (1 172) | 34 225 |
| Lease liabilities related to fixed assets |
650 | - | - | 1 | - | - | - | 650 |
| Lease liabilities related to investment property |
720 | - | - | 46 | (46) | - | - | 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
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 |
Recalcul ation adjustme nt (1) |
Transfer to trade receivabl es |
31 Decem ber 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 |
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 amortized cost 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 amortized cost related to change in maturity assumption and it was treated as a modification of the original liability.
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. 31 March 2024:
| Investor | Value of the liability at amortized cost 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 amortized cost March 31, 2024 [in PLN] |
|---|---|---|---|---|---|
| Amos Luzon Development and Energy Group Ltd. |
25 592 623 | - | 1 896 009 | 75 307 | 27 413 325 |
| Long term part | 19 519 018 | Long term part | - | ||
| Short term part | 6 073 604 | Short term part | 27 413 325 |
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 amortized cost 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 amortized cost December 31, 2023 [in PLN] |
|---|---|---|---|---|---|---|
| Amos Luzon Development and Energy Group Ltd. |
64 083 496 | 25 May 2023 | 40 000 000 | 2 311 279 | 885 677 | 25 592 623 |
| Long term part | 19 519 018 |
Short term part 6 073 604
The table below presents the movements in bond loans during the three months ended 31 March 2024and 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 31 March 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 | - | (40 000) |
| Redemption of bonds at new issuance | (8 915) | - |
| Proceeds from bond loans (nominal value) | 60 000 | 60 000 |
| Issue cost | (1 606) | (863) |
| Issue cost amortization | 407 | 1 262 |
| Accrued interest | 6 070 | 24 134 |
| Interest repayment | (3 703) | (22 583) |
| Total closing balance | 277 573 | 225 320 |
| Closing balance includes: | ||
| Current liabilities | 99 767 | 106 644 |
| Non-current liabilities | 177 806 | 118 676 |
| Total Closing balance | 277 573 | 225 320 |
| In thousands of Polish Zlotys (PLN) |
Currency | Nominal interest rate | Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
Fair value(3) |
|---|---|---|---|---|---|---|---|---|
| (1) Bonds loans series V |
PLN | 6 month Wibor + 4.30% | 2024 | 51 085 | 2 518 | (4) | 53 599 | 51 085 |
| Bonds loans series W(2) | PLN | 6 month Wibor + 4.00% | 2025 | 100 000 | 4 409 | (489) | 103 923 | 101 420 |
| Bonds loans series X(4) | PLN | 6 month Wibor + 4.20% | 2026 | 60 000 | 1 531 | (648) | 60 882 | 59 718 |
| Bonds loans series P2023A (5) | PLN | 6 month Wibor + 3.85% | 2027 | 60 000 | 718 | (1 549) | 59 169 | 60 186 |
1)The series V Bonds are scheduled to be paid by April 2024 the amount represents a decrease of PLN 8.9 million in the total due amount to be paid which is related to Bonds replacement accrued during the issuing of bonds series P2023A.
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 March 2024. classified as level 1 of fair value hierarchy. 4) The series X bonds issued on July 2023 are secured by joint mortgage up to the amount of 90.0 million Polish zlotys
5) The series P2023A were issued on 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 loans series V(1) | PLN | 6 month Wibor + 4.30% | 2024 | 60 000 | 1 472 | (166) | 61 306 | 60 120 |
| Bonds loans series W(2) |
PLN | 6 month Wibor + 4.00% | 2025 | 100 000 | 2 021 | (605) | 101 416 | 100 890 |
| Bonds loans 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 will be 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
Based on the conditions of bonds V and W in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 80% during the reporting period.
Based on the conditions of bonds X and P2023A in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 100 % during the reporting period.
As of the date of publication of this report, as of 31 March 2024, and as of 31 December 2023, and during the periods ended these dates the Company has not exceeded any of the financial ratios.
The table presenting the Net Indebtedness Ratio as at 31 March 2024 and 31 December 2023:
| In thousands of Polish Zlotys (PLN) | As at 31 March 2024 |
As at 31 December 2023 |
|---|---|---|
| Bonds | 277 572 | 225 320 |
| Secured bank loans | 6 669 | 8 815 |
| Liability to shareholders measured at amortized costs | 27 413 | 25 593 |
| IFRS 16 - Lease liabilities related to cars | 489 | 489 |
| Less: cash on individual escrow accounts (other current financial assets) | (20 568) | (12 809 |
| Less: Cash and cash equivalents | (289 236) | (203 860) |
| Net Debt | 2 339 | 43 547 |
| Equity | 564 203 | 533 672 |
| Ratio | 0,4% | 8,20% |
| Max Ratio series V and W | 80% | 80% |
| Max Ratio series X and P2023A | 100% | 100% |
Based on the conditions of bonds V and W transactions with related-parties related to the purchase of services, products or assets (shareholders holding more than 25% of the shares in the Company "within the meaning of IAS 24 or with related parties "including with entities controlling the Company whether jointly or individually, whether directly or indirectly or with their subsidiaries which are not members of the Group) shall not exceed the aggregate amount of PLN 1.0 million during any given calendar year.
Based on the conditions of bonds X and P2023A transactions with related-parties related to the purchase of services, products or assets (shareholders holding more than 25% of the shares in the Company "within the meaning of IAS 24 or with related parties "including with entities controlling the Company whether jointly or individually, whether directly or indirectly or with their subsidiaries which are not members of the Group) shall not exceed the aggregate amount of PLN 2.0 million during any given calendar year.
During the period ended 31 March 2024 and year ended 31 December 2023, the consulting fees related to A. Luzon Group amounted to PLN 208 thousand and PLN 922 thousand respectively.
Terms and conditions of issuance of Bonds of the Company ("T&C's") provide that only certain, specified types of financial indebtedness should be taken into account when determining the level of financial indebtedness for the purpose of calculating financial ratios in accordance with T&C's. In particular, certain T&C's require that financial indebtedness resulting from finance lease agreements (in Polish: umowy leasingu finansowego) should be included in calculation of the financial indebtedness. Those T&C's do not provide that the indebtedness resulting from finance lease agreements shall also include other financial indebtedness which is recognized as lease liability in accordance with IFRS 16.
Given the above, and taking into the account the type of activities carried out by the Group, despite changes in the IFRS in this respect, the Company concluded that inclusion of other type of financial indebtedness, in particular liabilities from annual fees for perpetual usufruct, for the purposes of calculations of financial ratios would not be in line with T&C's and therefore the Company does not include such finance lease alike items in such calculations. For additional information about IFRS 16 see Note 13.
| For the period ended 31 March 2024 |
For the year ended 31 December 2023 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 8 815 | 16 297 |
| New bank loan drawdown | 38 234 | 96 538 |
| Bank loans repayments | (40 396) | (104 020) |
| Interests accrued | 220 | 1 361 |
| Interests repayment | (204) | (1 361) |
| Bank charges paid | (2 192) | (987) |
| Bank charges presented as prepayments | 1 548 | 874 |
| Bank charges amortization (capitalized on Inventory) | 644 | 112 |
| Total closing balance | 6 669 | 8 815 |
| Closing balance includes: | ||
| Current liabilities | 6 669 | 8 815 |
| Non-current liabilities | - | - |
| Total closing balance | 6 669 | 8 815 |
| Investment | Currency | Nominal interest rate | Signing date |
Year of maturity |
Credit line amount in ('000 PLN) |
Balance as at 31 March 2024 |
|---|---|---|---|---|---|---|
| ('000 PLN) | ||||||
| Osiedle Vola | PLN | 1 Month Wibor + 2.80% | 12 Apr 2023 | 2026 | 44 779 | - |
| Nova Królikarnia 4b1 | PLN | 1 Month Wibor + 2.90% | 23 Jun 2023 | 2026 | 29 000 | 3 526 |
| Między Drzewami | PLN | 1 Month Wibor + 2.80% | 23 Jun 2023 | 2026 | 40 500 | 2 418 |
| Ursus Centralny IIe | PLN | 3 Month Wibor + 2.10% | 11 Jan 2024 | 2027 | 121 400 | 365 |
| Miasto Moje VII | PLN | 3 Month Wibor + 2.10% | 11 Jan 2024 | 2027 | 77 900 | 360 |
| Total | 313 579 | 6 669 |
| 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 | 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).
| In thousands of Polish Zlotys (PLN) | As at 31 March 2024 | As at 31 December 2023 |
|---|---|---|
| Trade payables | 20 181 | 26 728 |
| Trade payable related to purchase of land(1) Accrued expenses |
23 450 34 134 |
23 450 29 656 |
| Guarantees for construction work | 3 422 | 2 663 |
| Value added tax (VAT) and other tax payables | 4 445 | 3 536 |
| Non-trade payables | 832 | 969 |
| Other trade payables - IFRS 16 | 3 147 | 2 761 |
| Total trade and other payables and accrued expenses | 89 610 | 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 30 June 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 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. At the period ended 31 March 2024 the Credit line was fully repaid.
| For the 3 months ended 31 March 2024 |
For the 3 months ended 31 March 2023 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Unreviewed) / (unaudited) | (Unreviewed) / (unaudited) |
| Current tax expense | ||
| Current period | 9 691 | 1 835 |
| Taxes in respect of previous periods | 40 | 118 |
| Total current tax expense | 9 731 | 1 953 |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | (4 118) | 656 |
| Deferred tax asset recognized from the tax losses | (1 033) | (724) |
| Total deferred tax (benefit)/expense | (5 151) | (67) |
| Total income tax expense | 4 850 | 1 885 |
The effective income tax rate in the period ended 31 March 2024 amounted to 13.2% (79% in comparative period). The effective interest rate for the period of three months ended 31 March 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 three months ended 31 March 2024 were as follows:
| Opening balance | Recognized in the statement of |
Closing balance | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 1 January 2024 | comprehensive income | 31 March 2024 |
| Deferred tax assets | |||
| Tax loss carry forward | 4 915 | 1 033 | 5 948 |
| Not used interests in previous periods | - | 1 619 | 1 619 |
| Difference between tax and accounting basis of inventory | 36 741 | (8 004) | 28 737 |
| Accrued interest | 1 294 | 450 | 1 744 |
| Accrued expense | 1 117 | (324) | 793 |
| Write-down on work in progress | 2 635 | - | 2 635 |
| Fair value valuation of Investment property | 423 | - | 423 |
| Other | 797 | 49 | 846 |
| Total deferred tax assets | 47 922 | (5 178) | 42 744 |
| Deferred tax liabilities | |||
| Difference between tax and accounting revenue recognition | 63 903 | (10 548) | 53 356 |
| Difference between tax base and carrying value of capitalized finance costs on inventory |
9 811 | 480 | 10 291 |
| Accrued interest | 567 | - | 567 |
| Fair value gain on investment property | 2 754 | - | 2 754 |
| Difference on tax value on liability to shareholders | 431 | (346) | 85 |
| Other | 438 | 84 | 523 |
| Total deferred tax liabilities | 77 904 | (10 329) | 67 575 |
| Total deferred tax benefit (see Note 17) | (5 151) | ||
| Deferred tax assets | 47 922 | 42 744 | |
| Deferred tax liabilities | 77 904 | 67 575 | |
| Offset of deferred tax assets and liabilities for individual companies | (41 554) | (34 748) | |
| Deferred tax assets reported in the statement of financial position |
6 369 | 7 966 | |
| Deferred tax liabilities reported in the statement of financial position |
36 350 | 32 828 |
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 31 March 2024 |
As at 31 December 2023 |
|---|---|---|
| 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) | 131 124 | 485 505 |
| - decrease (revenue recognized) | (120 203) | (394 408) |
| Total advances received | 241 928 | 231 008 |
| Other (deferred income)* | 6 039 | 3 167 |
| Total | 247 967 | 234 175 |
* Deferred income from invoices issued for premises delivered but not fully paid as well as reservation fees for apartments paid at 31 March 2024.
Additional information regarding contracted proceeds not yet received which are a result of signed agreements with the clients, please see Note 23.
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 3 months ended 31 March 2024 |
For the 3 months ended 31 March 2023 |
|
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Unreviewed) / (unaudited) | (Unreviewed) / (unaudited) |
| Sales revenue | ||
| Revenue from residential projects | 120 508 | 21 831 |
| Total sales revenue | 120 508 | 21 831 |
| Cost of sales | ||
| Cost of finished goods sold | (72 935) | (15 235) |
| Total cost of sales | (72 935) | (15 235) |
| Gross profit on sales | 47 573 | 6 596 |
| Gross profit on sales % | 39% | 30% |
During the three months period ended 31 March 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:
| Commitments | ||||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Contracted amount as at 31 March 2024 |
As at 31 March 2024 |
Contracted amount as at 31 December 2023 |
As at 31 December 2023 |
| TechBau Budownictwo Sp. z o.o. | 95 318 | 32 509 | 96 918 | 49 342 |
| Hochtief Polska S.A. | 102 800 | 55 698 | 70 300 | 33 657 |
| W.P.I.P. - Mardom Sp. z o.o. | 36 000 | 7 376 | 36 000 | 13 966 |
| Totalbud S.A. | 17 434 | 8 002 | 17 434 | 11 914 |
| EBUD - Przemysłówka Sp. z o.o. | 48 925 | 24 845 | 43 178 | 4 162 |
| Leancon Sp. z o.o. | 32 500 | 1 174 | 32 510 | 3 455 |
| ARKOP Sp. Z o.o. Sp. K. | 20 613 | 18 998 | - | - |
| KMJ Developer Sp. z o.o. | 4 800 | 4 378 | - | - |
| Karmar S.A. | - | - | 112 078 | 2 192 |
| Total | 358 390 | 152 979 | 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 31 March 2024 | As at 31 December 2023 |
|---|---|---|
| Osiedle Vola | - | 22 429 |
| Nova Królikarnia 4b1 | 23 474 | 27 283 |
| Między Drzewami | 19 816 | 23 892 |
| Miasto Moje VII | 68 387 | - |
| Ursus Centralny IIe | 108 510 | - |
| Total | 220 187 | 73 604 |
The table below shows the amounts that the Group expects to receive from clients under signed agreements for the sale of apartments, i.e. expected payments under signed agreements with clients up to 31 March 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 31 March 2024 | As at 31 December 2023 | ||||||
|---|---|---|---|---|---|---|---|
| (Reviewed/Unaudited) | (Audited) | ||||||
| In thousands of Polish Zlotys (PLN) |
Completi on date* |
Total value of preliminary sales agreements signed with clients |
Advances received from Clients until 31 March 2024 |
Contracted payments not received yet as at 31 March 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 | 123 085 | 44 523 | 78 562 | 87 325 | 19 391 | 67 934 |
| Ursus Centralny IIc | Q3 2023 | 6 797 | 3 990 | 2 807 | 82 765 | 71 746 | 11 019 |
| Miasto Moje VII | Q4 2024 | 106 997 | 59 675 | 47 322 | 73 936 | 25 722 | 48 214 |
| Osiedle Vola | Q1 2024 | 65 212 | 58 373 | 6 839 | 68 937 | 49 593 | 19 344 |
| Między Drzewami | Q3 2024 | 58 765 | 26 626 | 32 139 | 53 777 | 17 613 | 36 164 |
| Nowa Północ Ia | Q1 2024 | 34 165 | 26 229 | 7 937 | 30 451 | 15 354 | 15 097 |
| Eko Falenty I | Q4 2023 | 6 836 | 4 436 | 2 399 | 20 653 | 14 288 | 6 365 |
| Nova Królikarnia 4b1 | Q2 2025 | 20 615 | 7 012 | 13 603 | 14 071 | 4 743 | 9 329 |
| Miasto Moje VI | Q1 2023 | 1 780 | 1 063 | 717 | 8 240 | 6 116 | 2 125 |
| Viva Jagodno III | Q3 2025 | 9 244 | 1 504 | 7 739 | 6 499 | 438 | 6 062 |
| Viva Jagodno IIb | Q2 2023 | 2 624 | 1 146 | 1 478 | 5 305 | 1 330 | 3 976 |
| Grunwaldzka | Q2 2023 | 1 893 | 1 317 | 576 | 3 213 | 778 | 2 435 |
| Viva Jagodno IIa | Q4 2022 | 814 | 149 | 665 | 2 151 | 226 | 1 925 |
| Nowe Warzymice IV | Q2 2023 | 1 956 | 1 448 | 508 | 2 030 | 598 | 1 432 |
| Miasto Moje V | Q3 2022 | 441 | 287 | 154 | 1 336 | 383 | 953 |
| Ursus Centralny IIb | Q1 2023 | 57 | 44 | 13 | 699 | 691 | 7 |
| Miasto Moje IV | Q4 2021 | 306 | 245 | 61 | 334 | 229 | 105 |
| Nowe Warzymice III | Q4 2022 | - | 6 | (6) | 32 | 37 | (4) |
| Nowe Warzymice II | Q2 2022 | - | 6 | (6) | 22 | 28 | (6) |
| Zielono Mi I | Q3 2025 | 15 963 | 1 352 | 14 611 | - | - | - |
| Nowe Warzymice V.1 | Q2 2025 | 4 669 | 497 | 4 172 | - | - | - |
| Nowa Północ IB | Q2 2025 | 981 | 135 | 846 | - | - | - |
| Other (old) projects | 2 394 | 1 870 | 525 | 1 810 | 1 706 | 104 | |
| Total (excluding JV) | 465 595 | 241 931 | 223 663 | 463 587 | 231 008 | 232 578 | |
| Wilanów Tulip | Q3 2021 | - | - | - | 8 833 | 5 023 | 3 810 |
| Total (including JV) | 465 595 | 241 931 | 223 663 | 472 419 | 236 031 | 236 389 |
*from the completion date the assumed recognition of the advances as revenue is between 3-9 months
On 19 November 2021, the State Treasury (Skarb Państwa) – President of the Capital City of Warsaw notified Ronson Development Sp. z o.o. – Ursus Centralny Sp. k. ("Ursus Centralny Company") on the termination of the annual fee for perpetual usufruct of land owned by the State Treasury, located in Warsaw at 6 and 6A Taylor st.
The Company received a decision to pay the annual fee in the new amount from 1 January 2022, i.e.:
The Management Board of Ursus Centralny Company submitted an application to the Local Government Boards of Appeal in Warsaw for a determination that the increase in the fee for perpetual usufruct was unjustified. The Group treats it as the contingent liability.
Ursus Centralny Company submitted an application to the Local Government Boards of Appeal (Samorządowe Kolegium Odwoławcze) in Warsaw for a determination that the increase in the fee for perpetual usufruct was unjustified.
On 7 April 2022, the Local Government Boards of Appeal in Warsaw received a letter from the State Treasury – the President of the Capital City of Warsaw, which showed that there was no possibility of reaching a settlement in the above case.
On 1 July 2022, Ursus Centralny Company received a judgment of 25 May 2022 from the Local Government Boards of Appeal dismissing the company's application. Therefore, on 13 July 2022, Ursus Centralny Company submitted an objection to the District Court in Warsaw.
It should be emphasized that, already after the President of the City of Warsaw terminated the amount of the annual fee for perpetual usufruct of the real estate constituting plot of land No. 98/2 within precinct 1465128.2-09-09 of the total area of 65 198 m2 (hereinafter: "Property"), which was made by letter dated 19 November 2021, the Property was divided on the basis of division decision No. 335/2022 dated 22.07.2022. By the decision in question the Property was divided into investment plots Nos. 98/7, 98/8, 98/9, 98/10 and 98/11, a plot designated for a city square No. 98/14 as well as plots designated for public roads marked with Nos. 98/12, 98/13 and 98/15. Thus, on the day on which the above-mentioned division decision became final (i.e. on 1.09.2022) three above-mentioned road plots with a total area of 15 140 m2 became the ownership of the City of Warsaw, which means that the area of the property covered by the administrative procedure described above was reduced. The above means that if Ursus Centralny Company's objection against the decision of the Local Government Board of Appeal in Warsaw of 25 May 2022 is dismissed, the perpetual usufruct fee in the new, increased amount will be calculated on the entire area of the Property for the period from 1.01.2022 to 1.09.2022, while from 2.09.2022 it will be calculated from the area reduced as a result of the above division.
In addition, as of 28 October 2022, the perpetual usufruct right of the newly separated investment plot marked with No. 98/7 with an area of 8 686 m2 developed with residential buildings was transformed into ownership, which will also affect the amount of the perpetual usufruct fee calculated after 28 October 2022.
Furthermore, on the basis of the agreement concluded between Ursus Centralny Company and the State Treasury on 27.10.2022, Rep. A. 16373/2022, on change of the purpose of perpetual usufruct of a part of the property, it was established that with regard to real estate constituting plots No. 98/8 (with an area of 7 441 m2), 98/9 (with an area of 7 062 m2) and 98/10 (with an area of 9 880 m2), the annual fee rate for perpetual usufruct of land will be, starting from 1 January 2023, 1% in accordance with Article 73(2f) and Article 72(3)(4) of the Real Estate Management Act.
In the court proceedings pending in the case, an expert property appraiser's opinion was issued on 14 March 2024, valuing the property at PLN 124,928,900.00 (one hundred and twenty-four million nine hundred and twenty-eight thousand nine hundred zlotys). The subject of the valuation was a plot of land with the registration number 98/2. The date as of which the value and condition of the subject of the valuation was determined is 19 November 2021, i.e. the date on which the annual fee was terminated by the President of the City of Warsaw. The expert's opinion is based on the comparative method and the indirect price adjustment method. Ursus Centralny Company plans to file objections to the expert's opinion. The Company filed the objections on 7 May 2024.
Settlement is not expected in 2024. Given the expert's opinion issued in the case, which is consistent with the report prepared by the Treasury in connection with the fee termination, it is highly likely that the terminated fee will not be challenged in the proceedings, and that the Court will adopt the expert's opinion prepared in the case as the basis for calculating the fee.
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 right-of-use liability and asset, as a result of which additional right-of-use assets relating to inventory were recognized, and the rightof-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 first quarter of 2024.
In the first quarter of 2023, the Galileo Company reached settlements in three cases that resulted in the payment of price reduction receivables, and the parties agreed to enter into court settlements under which the lawsuits will be withdrawn. In addition, Galileo Company is acting as a defendant in 5 similar cases, which are at the stage of consideration by the court of first instance. In 2 similar cases involving the Galileo Company, first-instance judgments were issued in the first quarter of 2024. One case that ended with a final second-instance judgment is currently before the Supreme Court, as a result of a cassation appeal filed.
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. The case is still pending before the court of first instance. In the first quarter of 2024, the case filed objections to the expert opinion issued in the case.
As of 17 April 2024, as of the first quarter of 2024, 2 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. It can be assumed that the plaintiffs will appeal against the verdict. During the year 2024 group did not use or create new provision in respect to this matter.
In January 2023, the Ronson Group companies issued calls for payment to several affiliated companies that were sellers (or otherwise involved in the sale) for the return of the deposit paid or double the amount paid, for the return of the loan granted, for the return of the remainder of the deposit and for the payment of compensation for the sale of real estate with a contractual mortgage registered in section IV of the real estate register:
The demands for payment also included calls for payment of contractual or statutory interest for late payment or reservation of the right to pursue payment of these amounts, together with court and enforcement costs, in court proceedings and information on the possibility of using the collateral established in the event of non-payment by the set deadline.
In connection with the non-payment of the above amounts, these companies proceeded to pursue their claims through court proceedings and enforcement proceedings:
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 31 March 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 amortized cost, 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 31 March 2024
Since 2022, the global economy was weakened by trade disruptions in the areas of food and fuel prices as a result of the ongoing war in Ukraine. during the second half of 2022, activity in the euro area deteriorated due to disrupted supply chains, increased financial stress and a decline in consumer and business index confidence, year 2023 showed the same trend of slowdown although this trend did not effect significantly the real estate market in which the Group operate.
According to a recent publications by the main Statistic office for Poland (GUS), Poland's economic growth in 2023 was 0.2% which is close to the 27 EU countries, as the ongoing war in Ukraine has dimmed the prospects for a post-pandemic recovery in Europe. A rebound is expected next year. Poland's economic growth in 2024 should oscillate around 2.3 %, while in the EU the Commission optimistically forecasts 1.3 %.
After a slowdown in 2023, economic growth is set to pick up in 2024 and 2025 supported by a rebound in private consumption, continued expansion of investment, and well performing exports. Inflation is set to recede from 2023 onwards, but phasing out of anti-inflation measures and strong wage growth are projected to result in a gradual decline. Public expenditure is forecast to remain high due to planned investments in defense and social spending, slowing down the rebalancing of the general government budget.
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 .This marked the lowest reading since March 2019.
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 first quarter. The effect of the decreased in 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 31 March 2024 amounted to PLN 6.1 million, as compared to PLN 5.7 million in (including costs capitalized in stock) for the period ended 31 March 2023, the increase in the financial costs is manly due to higher debt base held by the company in the period ended 31 March 2024.
The year 2023 performance of residential sales in the polish markets was significantly better than sales in 2022, comparable even to a period of prosperity in the residential market. The first quarter of 2024 started with strong sales which later, decrease due to uncertainty related to the new government plan for subsidized loans as well as the delay of approving it.
The number of subsidized loans granted nationwide to first-time homebuyers (base on old plan) nearly doubled the original target. The lack of clear announcements about the continuation of the program before the end of the year has only increased demand. In addition, as early as the beginning of 2023, the Polish Financial Supervision Authority loosened the prudential buffer from 5 percentage points to 2.5 percentage points, which significantly improved the creditworthiness of Poles. Commercial interest rate loans continued to be expensive, but such a change certainly had an impact on the increase in sales performance.
The Group has observed the above situation and prepared it offers accordingly in order to answer the increase demand taking under consideration the risk involved in entering to agreements with clients which participate in the program but not exposing the Group to significant risk as a result of it.
In spite the on-going armed conflict between Ukraine and Russia the polish real-estate market did not suffer any significant negative impact and the performance comparing to 2022 was significantly better.
The main key factor affecting the market in the first quarter of 2024 was the fact that as at the end of December 2023, it was no longer possible to apply for subsidized loans (BK2 loans). Throughout the quarter, 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.
Significance of the above risk factor is assessed by the Company as high because its occurrence had a significant 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. A similar situation with an armed conflict did not occur in the past, or the scale of the impact of other armed conflicts did not have a significant influence on the operations of the Company and its Group.
According to the Statistical office of Poland (GUS) consumer prices index in March 2024, stood on 2% compared with the corresponding month of the previous year, and comparing to the inflation rate of 6,2% at the end on the fourth quarter of 2023.
This marked the lowest reading since March 2019, as prices moderated mainly for food & non-alcoholic beverages (0.3% vs 2.8% in February), alcoholic beverages & tobacco (5.2% vs 6.7%), clothing & footwear (1.1% vs 2.6%), furnishings, household equipment & maintenance (2.6% vs 4%), health (4% vs 4.5%), communications (2.6% vs 3.5%), and miscellaneous goods & services (5.4% vs 6.7%). On the other hand, inflation accelerated for housing & utilities (1.3% vs 1.1%), while it fell at a slower pace for transportation (-2.9% vs - 4%). On a monthly basis, consumer prices rose by 0.2% in March, in line with preliminary estimates and market expectations.
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 31th March 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 22.8% comparing to previous Quarter Q4 2023 and as much as 3.5% decrease comparing to the same period in 2023.
In addition to the end of BK2 program the lower sales ware also influenced by caution of investment buyers , the uncertainty of some cash buyers as to the market situation , and still quit limited and high priced offer in several cities .
Relaying on the good sale results of 2023 and the new government declaration on the continuation of subsidized loan program, developers launched significantly higher number of new projects which was higher number by 144% comparing to the same period of 2023.
According to current information the start date of the new program is not known, but base on government officials declaration it is planed to the second half of 2024 closer to the forth quarter of 2024.
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 labor 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 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 labor costs due to increase in higher minimum average remuneration to employees and very low unemployment reaching to 2.6%
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 is 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 31 March 2024, the carrying amount of land held for development in the PRS segment was PLN 83.3 million, representing approximately 6% 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 31th March 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 30 June 2024, the transition period of the existing Act of 20 May 2021 on the protection of the rights of the purchaser of a dwelling or a single-family home and the Developer Guarantee Fund (the so-called Developer Act) will end and, as of 1 July 2024, the sale of flats in ongoing development projects will have to be carried out in accordance with the new Developer Act, which also applies to those projects in which sales began under the current legislation.
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 31 March 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 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.
The Group's entities functional currency is polish zloty, as at 31 March 2024 the group has a monetary liabilities to the shareholder in Israeli ILS measured at amortized costs evaluated in the amount of 27.4 million PLN (2023: PLN 25.3 million). For more information see Note 14.
As at 31March 2024, if the Israeli ILS had weakened or strength by 5 % against the Polish zloty with all other variables held constant, the profit/Loss attributable to shareholders of the Group would have been PLN 1.4 million (as at 31 December 2023: 1.3 million) higher/lower, arising from foreign exchange gains/Loss taken to the profit and loss account on translation. The sensitivity analysis ignores any offsetting foreign exchange factors and has been determined assuming that the change in foreign exchange rates had occurred at the balance sheet date. There are no other significant monetary balances held by Group entities at 31 March 2024 that are denominated in a nonfunctional 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 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 bank overdrafts, bank loans, bond loans and financing from shareholders measured at amortized costs.
The Group constantly looks for other opportunities to obtain funds which will ensure necessary financing and their favorable conditions.
The Investment properties are valued at fair value determined by an independent appraiser (please refer to Note 10). During the three months ended 31 March 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 March , 2024, the WIBOR6M was 5.86% (as of 31 December 2023, it was 5.82%). The Company's bonds are based on WIBOR6M plus a margin, while bank loans are based on WIBOR3M or WIBOR1M plus a margin. Changes in the WIBOR rate will have a significant impact on the Group's cash flow and profitability.
The table below presents the sensitivity analysis and its impact on net assets and income statement assuming if the variable interest rate changes by 1% assuming that all other variables remain unchanged:
| 31 March 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 | 2 197 | (2 197) | 1 682 | (1 682) |
| Variable interest rate liabilities | (2 842) | 2 842 | (2 437) | 2 437 |
| Total | (645) | 645 | (755) | 755 |
| Net assets | ||||
| Variable interest rate assets | 2 197 | (2 197) | 1 682 | (1 682) |
| Variable interest rate liabilities | (2 842) | 2 842 | (2 437) | 2 437 |
| Total | (645) | 645 | (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 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.
On 28 November 2022, 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 Luzon Group of NIS 0.01 par value, for an exercise price of 2 NIS (which however will be settled on a net basis, i.e. final number of received shares will be decreased by a number of shares which market value is equal to full exercise price to be paid).
Mr Haim will be entitled to exercise the Options as follows:
The Options can be exercised until the end of 7 years from the date of their allocation. Options that were not exercised within the abovementioned period, expire. Assuming all the Options are exercised, Mr. Haim will hold c.a. 2.38% of the issued and paid-up capital of Luzon Group and about 1.89% of the issued and paid-up capital of Luzon Group on a full dilution basis. The Option program envisages adjustments in options for share allocation in case of various corporate events in 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 quarter 2024 amounted to PLN 0.3 million. Program is accounted under IFRS 2 standard as a personal expense, part of administrative costs and Share based payment reserve 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, one of the Company's larger (indirect) shareholders, whose shares are 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. The Company has agreed with A. Luzon Group that the costs for the first and third quarter auditors' reviews will be shared between the Company and its shareholder.
| In thousands of Polish Zlotys (PLN) | As at 31 March 2024 |
As at 31 December 2023 |
|---|---|---|
| Loans granted | 148 | 145 |
| Share in net equity value of joint ventures | 530 | 532 |
| The Company's carrying amount of the investment | 678 | 677 |
| Presented as Loans granted to joint ventures (current assets) | (148) | (145) |
| Investment in joint ventures | 530 | 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 31 March 2024 |
As at 31 December 2023 |
|---|---|---|
| Opening balance | 145 | 133 |
| Loans repaid | - | - |
| Accrued interest | 3 | 12 |
| Interest paid | - | - |
| Total closing balance | 148 | 145 |
As of 31 March 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 |
| Total | 84 | 4 851 | ||
| Project name | Location | Building permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Nowa Północ II-III | Szczecin | 16 February 2024 | 340 | 16 632 |
| Nova Krolikarnia 4a | Warsaw | 20 February 2024 | 5 | 1 213 |
| Total | 345 | 17 845 |
Conclusion of a material agreement for General contractors
| Project name | Location | Number of units |
General contractor | Agreement signing date |
Agreemen t 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 |
| Total | 251 | 80.7 |
On 20 th 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 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 "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 Bonds began on 24 January 2024 and ended on 7 February 2024. The Bonds were offered through a public offering, in which up to 60,000 unsecured Bonds with a par value of PLN 1,000 each were offered. The Bonds were offered at a fixed issue price equal to the par value of PLN 1,000.
The Bonds were conditionally allotted by the Management Board on 12 February 2024. The final (unconditional) allotment of 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) Bonds with a total nominal value of PLN 60,000,000.00 (sixty million zlotys) were allocated. Subscriptions for the Bonds were submitted by 1,226 persons (entities). The Bonds were allocated to 1,074 persons (entities). The Bonds were subscribed for cash contributions only.
The Bonds are not in documentary form and are dematerialized. The 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 Bonds is variable and are set at six-month WIBOR (WIBOR 6M) plus a fixed margin of 3.85%. The maturity date of the 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 thousands 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 ("Bonds").
The total value of the acquisition of the Bonds was PLN 9,246 thousands and the average unit purchase price was PLN 622.24 including accrued interest. The Bonds were acquired by means of agreements concluded outside organised trading. The holders of the redeemed Series V bonds became bondholders of the newly issued Series P2023A bonds. The redemption of 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 Series V Bonds with a maturity date of 2 April 2024.
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 sixtyseven thousand nine hundred and fifty-four) 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.
On 2 April 2024, the Company redeemed all existing series V bonds in the number of 85,141, with a nominal value of PLN 600 each, in accordance with their maturity dates, as well as paid the interest accrued on these bonds. Thus, the series V bonds were fully redeemed.
On 2 April 2024, in accordance with the provisions of the addendum dated 14 March 2024 to the agreement dated 25 May 2023 on the SAFE Agreements, the Company made a payment to A. Luzon Group of approximately ILS 24.7 million (PLN 27.2 million). With the making of this payment, the agreement of 25 May 2023 regarding SAFE Agreements was executed.
| Project name | Location | Occupancy permit date | Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Nowa Północ 1a | Szczecin | 26 April 2024 | 110 | 5 230 |
| Total | 110 | 5 230 |
___________________ ___________________ 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, 14 May 2024
___________________
Interim Condensed Standalone Financial Statements for the three months ended 31 M arch 2024
| As of | As at 31 March 2024 | As at 31 December 2023 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) |
| Assets | |||
| Investment in subsidiaries | 6 | 548 234 | 519 740 |
| Loans granted to subsidiaries | 7 | 220 261 | 206 442 |
| Total non-current assets | 768 495 | 726 181 | |
| Trade and other receivables and prepayments | 374 | 869 | |
| Receivable from subsidiaries | 2 986 | 9 413 | |
| Loan granted to subsidiaries | 7 | 10 086 | 33 853 |
| Cash and cash equivalents | 89 142 | 22 830 | |
| Total current assets | 102 588 | 66 964 | |
| Total assets | 871 084 | 793 145 | |
| Equity | |||
| Share capital | 12 503 | 12 503 | |
| Share premium reserve | 150 278 | 150 278 | |
| Share based payment reserve | 1 910 | 1 571 | |
| Treasury shares | (1 732) | (1 732) | |
| Retained earnings | 400 164 | 369 974 | |
| Total shareholders' equity | 563 124 | 532 593 | |
| Liabilities | |||
| Long-term liabilities | |||
| Bond loans | 8 | 177 806 | 118 676 |
| Deferred tax liabilities | 1 909 | 5 671 | |
| Liability to shareholders measured at amortized costs | 11 | - | 19 519 |
| Total long-term liabilities | 179 714 | 143 866 | |
| Current liabilities | |||
| Bond loans | 8 | 90 590 | 99 834 |
| Other payables - accrued interests on bonds | 8 | 9 177 | 6 810 |
| Trade and other payables and accrued expenses | 1 066 | 3 967 | |
| Liability to shareholders measured at amortised costs | 11 | 27 413 | 6 074 |
| Total current liabilities | 128 246 | 116 685 | |
| Total liabilities | 307 960 | 260 551 | |
| Total shareholders' equity and liabilities | 871 084 | 793 145 |
The notes included on pages 54 to 57 are an integral part of these Interim Condensed Company Financial Statements
| For the 3 months ended 31 March |
For the 3 months ended 31 March |
||
|---|---|---|---|
| 2024 | 2023 | ||
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed) / (unaudited) | (Reviewed) / (unaudited) |
| Revenues from consulting services | 2 610 | 704 | |
| General and administrative expense | (1 440) | (1 359) | |
| Other income/(expenses) | (171) | (9) | |
| Net impairment losses on financial assets | - | - | |
| Operating profit / (loss) | 1 000 | (664) | |
| Share of profit/loss from the investments in subsidiaries accounted for using the equity method |
6 | 28 485 | (2 862) |
| Operating profit after result from subsidiaries | 29 485 | (3 526) | |
| Finance income | 9 | 5 309 | 6 757 |
| Finance expense | 9 | (8 355) | (6 016) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
11 | - | 5 640 |
| Net finance income/(expense) | (3 046) | 6 380 | |
| Profit/(loss) before taxation | 26 439 | 2 854 | |
| Income tax benefit/(expense) | 3 752 | (2 364) | |
| Profit for the period | 30 191 | 490 | |
| Other comprehensive income | - | - | |
| Total comprehensive income/(expense) for the period, net of tax |
30 191 | 490 | |
| Weighted average number of ordinary shares (basic and | |||
| diluted) | 162 442 859 | 162 442 859 | |
| In Polish Zlotys (PLN) | |||
| Net earnings/(loss) per share attributable to the equity | |||
| holders of the parent (basic and diluted) | 0.186 | 0.003 |
| Attributable to the Equity | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Share based payment reserve |
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 31 March 2024 | - | - | - | - | 30 191 | 30 191 |
| Other comprehensive income | - | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | - | 30 191 | 30 191 |
| Share based payment reserve | 339 | 339 | ||||
| Balance at 31 March 2024 | 12 503 | 150 278 | 1 910 | (1 732) | 400 164 | 563 124 |
| Attributable to the Equity | ||||||
|---|---|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Share based payment reserve |
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 31 March 2023 | - | - | - | - | 490 | 490 |
| Other comprehensive income | - | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | - | 490 | 490 |
| Share based payment reserve | - | - | 500 | - | - | 500 |
| Balance at 31 March 2023 | 12 503 | 150 278 | 500 | (1 732) | 289 758 | 451 307 |
The notes included on pages 54 to 57 are an integral part of these Interim Condensed Standalone Financial Statements
| For the 3 months period ended 31 March | |||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | 2024 | 2023 |
| Cash flows from operating activities | |||
| Profit for the year | 30 191 | 490 | |
| Adjustments to reconcile profit for the period | |||
| to net cash (used in)/from operating activities: | |||
| Finance income | 9 | (5 279) | (6 726) |
| Finance expense | 9 | 8 325 | 6 016 |
| Depreciation | - | 2 | |
| (Gain)/loss in fair value of financial instrument at fair value through profit and loss | 11 | - | (5 640) |
| Foreign exchange rates differences (gain)/loss | - | (13) | |
| Income tax expense / (benefit) | (3 763) | 2 365 | |
| Share based payment reserve | 340 | 500 | |
| Share of profit/loss from the investments in subsidiaries accounted for using the equity method |
6 | (28 485) | 2 862 |
| Subtotal | 1 329 | (144) | |
| Decrease/(increase) in trade and other receivables and prepayments | 495 | (287) | |
| Decrease/(increase) in receivable from subsidiaries | 6 426 | (866) | |
| Increase/(decrease) in trade and other payable and accrued expense | (2 913) | (854) | |
| Subtotal | 5 349 | (2 151) | |
| Interest paid | 8,9 | (3 730) | (5 795) |
| Interest received | 15 796 | 2 689 | |
| Net cash used in operating activities | 17 415 | (5 257) | |
| Cash flows from investing activities Loans granted to subsidiaries, net of issue cost |
7 | (585) | (4 000) |
| Repayment of loans granted to subsidiaries | 7 | 15 | 6 000 |
| Dividend from subsidiary | - | - | |
| Contribution to subsidiaries | (10) | - | |
| Net cash used in investing activities | (580) | 2 000 | |
| Cash flows from financing activities | |||
| Proceeds from bond issuance, net of issuance costs | 8 | 49 478 | - |
| Repayment of bond loans | 8 | - | - |
| Net cash from financing activities | 49 478 | - | |
| Net change in cash and cash equivalents | 66 313 | (3 257) | |
| 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 | 89 143 | 3 140 |
The notes included on pages 54 to 57 are an integral part of these Interim Condensed Standalone Financial Statements
Ronson Development SE ("the Company"), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its business name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
As of March 31, 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 March 31, 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 during the three-month period ended March 31, 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 beneficial owner of the Company is Mr Amos Luzon, who is also the Chairman of the Supervisory Board of the Company.
These Interim Condensed Company Financial Statements of Ronson Development SE have been prepared in accordance with IAS 34 (concerning the preparation of interim financial statements). The Interim Condensed Standalone Financial Statements do not include all the information and disclosures required in annual financial statements prepared in accordance with the IFRS and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2023, which have been prepared in conformity with IFRS Accounting Standards. At the date of authorization of these Interim Condensed Company Financial Statements, the IFRSs applied by the Company are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
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 31 March 2024. These consolidated financial statements are available together with standalone financial statements in this Interim Financial Report.
The Interim Condensed Company Financial Statements of Ronson Development SE have been prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these financial statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.
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 Company Financial Statements of Ronson Development SE were approved by the Management Board for publication on 15 May 2024 in both English and Polish languages, while the Polish version is binding
For additional information about material accounting policy and the influence of the new accounting standard and amendements, 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 three months ended 31 March 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 3 months ended 31 March 2024 |
For the 12 months ended 31 December 2023 |
|
|---|---|---|---|
| Balance at beginning of the period | 519 740 | 445 275 | |
| Investments in subsidiaries | 10 | 5 | |
| Net result subsidiaries during the period | 28 485 | 74 460 | |
| Dividend from subsidiary | - | - | |
| Balance at end of the period | 548 235 | 519 740 |
As at 31 March 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 three months ended 31 March 2024 amounted PLN 28.5 million.
The table below presents movements in loans granted to subsidiaries held directly and indirectly by the Company during the three months ended 31 March 2024 and during the year ended 31 December 2023:
| For the 3 months ended 31 March 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 | 4 858 | 24 325 | |
| Repayment of interest | (15 375) | (16 809) | |
| Total closing balance | 230 347 | 240 294 | |
| Current assets | 10 086 | 33 853 | |
| Non-current assets | 220 261 | 206 441 | |
| Total closing balance* | 230 347 | 240 294 |
* including the ECL on Loans granted to subsidiaries as at 31 March 2024 and 31 December 2023 in amount of PLN 10.1 m
The loans are not secured.
All new loans granted are at the similar conditions to those presented in the Company Financial Statements for the year ended 31 December 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 material different from its carrying amount.
The table below presents changes in bonds loans during the period ended 31 March 2024 and during the period ended 31 December 2023
| For the period ended 31 March 2024 |
|||
|---|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | 31 December 2023 (Audited) |
|
| Opening balance | 225 320 | 203 370 | |
| Repayment of bond loans | - | (40 000) | |
| Redemption of bonds at new issuance | (8 915) | - | |
| Issue cost amortization | 60 000 | 60 000 | |
| Proceeds from bond issuance – nominal value | (1 606) | (863) | |
| Bonds issuance costs | 407 | 1 262 | |
| Accrued interest | 6 070 | 24 134 | |
| Interest repayment | (3 703) | (22 583) | |
| Total closing balance | 277 572 | 225 320 | |
| Closing balance includes: | |||
| Current liabilities | 99 766 | 106 644 | |
| Non-current liabilities | 177 806 | 118 676 | |
| Total Closing balance | 277 572 | 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 3 months ended 31 March 2024 |
For the period of 3 months ended 31 March 2023 |
|---|---|---|
| Interests and fees on granted loans to subsidiaries | 4 858 | 6 717 |
| Interest income on bank deposits | 421 | 27 |
| Foreign exchange gain | 30 | 13 |
| Finance income | 5 309 | 6 757 |
| Interest expense on bonds measured at amortized cost Bank charges Discount factor reversal on liability measured at amortised cost Commissions and fees |
(6 070) (22) (1 856) (407) |
(5 727) (11) - (276) |
| Other | - | (2) |
| Finance expense | (8 355) | (6 016) |
| Gain/loss in fair value of financial instrument at fair value through profit and loss |
- | 5 640 |
| Net finance income/(expense) | (3 046) | 6 380 |
In the period of three months ended 31 March 2024 and 31 December 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.
The Company's related party transactions included primarily investment in subsidiaries, dividends received, loans granted and received revenues from consulting services and remuneration of Management and Supervisory Board Members. Details on the transactions are presented in these financial statements.
During the three months ended March 31, 2024 and March 31, 2023, the total amount of expenses with A. Luzon Group was PLN 208 thousand and PLN 235 thousand, respectively.
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 extinguishments of the liability to investors and the recognition of a new liability to Luzon Group, which was recognized as a financial liability measured at amortized cost 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 amortized cost related to change in maturity assumption and it was treated as a modification of the original liability.
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. March 31, 2024:
| Investor | Value of the liability at amortized cost 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 amortized cost March 31, 2024 [in PLN] |
|---|---|---|---|---|---|
| Amos Luzon Development and Energy Group Ltd. |
25 592 623 | - | 1 896 009 | 75 307 | 27 413 325 |
| Long term part | 19 519 018 | Long term part | |||
| Short term part | 6 073 604 | Short term part | 27 413 325 |
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 amortized cost 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 amortized cost December 31, 2023 [in PLN] |
|---|---|---|---|---|---|---|
| Amos Luzon Development and Energy Group Ltd. |
64 083 496 | 25 May 2023 | 40 000 000 | 2 311 279 | 885 677 | 25 592 623 |
| Long term part | 19 519 018 | |||||
| Short term part | 6 073 604 |
For further subsequent events, reference is made to Note 27 to the Interim Condensed Consolidated Financial Statements.
___________________ ___________________ Boaz Haim Yaron Shama
___________________ ___________________ Andrzej Gutowski Karolina Bronszewska Sales Vice-President of the Management Board, Member of the Management Board
President of the Management Board Financial Vice-President of the Management Board
Marketing and Innovation Director
Tomasz Kruczyński
Person responsible for financial statements preparation
___________________
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