AI assistant
Amos Luzon Development And Energy Group Ltd. — Interim / Quarterly Report 2021
May 13, 2021
6899_rns_2021-05-13_bf0693cf-b6cd-453a-a729-549036563de5.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Ronson Development SE
Interim Financial Report for the three months ended 31 March 2021
Including the Interim Condensed Consolidated Financial Statements of Ronson Development SE for the three months ended 31 March 2021 and the Interim Condensed Company Financial Statements of Ronson Development SE for the three months ended 31 March 2021
CONTENTS
Management Board Report 3 Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2021 Interim Condensed Consolidated Statement of Financial Position 21 Interim Condensed Consolidated Statement of Comprehensive Income 22 Interim Condensed Consolidated Statement of Changes in Equity 23 Interim Condensed Consolidated Statement of Cash Flows 24 Notes to the Interim Condensed Consolidated Financial Statements 25 Interim Condensed Company Financial Statements for the three months ended 31 March 2021 Interim Condensed Company Statement of Financial Position 47 Interim Condensed Company Statement of Comprehensive Income 48 Interim Condensed Company Statement of Changes in Equity 49 Interim Condensed Company Statement of Cash Flows 50
Page
Notes to the Interim Condensed Company Financial Statements 51
Introduction
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 31 March 2021, 66.06% of the shares are controlled by Amos Luzon Development and Energy Group Ltd. ('A. Luzon Group') and 0.96% of the shares are held by the Company. The remaining 32.98% of the outstanding shares are held by other investors including Nationale Nederlanden Otwarty Fundusz Emerytalny and Metlife Otwarty Fundusz Emerytalny. The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 31 March 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares. For an overview of shares, voting rights and major shareholders of the Company reference is made to page 16.
On 11 May 2021, the market price was PLN 1.88 per share giving the Company a market capitalization of PLN 308.3 million.
Overview of the Activity of the Company and the 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. 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 2021, the Group realized sales of 355 units with the total value of PLN 172.1 million, which compares to sales of 277 units with the total value PLN 126.0 million during the three months ended 31 March 2020.
During the three months ended 31 March 2021, the Group completed three projects with total number of units 242 and a total area 16.602 m2 . Until 31 March 2021 the Group delivered 67 units.
As at 31 March 2021, the Group has 655 units available for sale in 14 locations, of which 612 units are in ongoing projects and the remaining 43 units are in completed projects. The ongoing projects comprise a total of 1,573 units, with an aggregate floor space of 88,700 m2 . The construction of 880 units with a total area of 50,500 m2 is expected to be completed during remaining period of 2021.
The Group has a pipeline of 15 projects in different stages of preparation, representing approximately 4,220 units with an aggregate floor space of approximately 274,992 m2 for future development in Warsaw, Poznań, Wrocław and Szczecin. During the remaining period of 2021, the Group is considering commencement of 7 stages of the currently running projects and 3 new projects comprising 807 units with a total area of 51,950 m2 .
Business highlights during the three months ended 31 March 2021
A. Results breakdown by project
The following table specifies revenue, cost of sales, gross profit and gross margin during the three months ended 31 March 2021 on a project by project basis:
| Information on the delivered units |
Revenue (1) | Cost of sales (2) | Gross profit |
Gross margin |
||||
|---|---|---|---|---|---|---|---|---|
| Project | Number of units |
Area of units (m2) |
PLN thousands |
% | PLN thousands |
% | PLN thousands |
% |
| Miasto Moje III | 81 | 4,121 | 28,013 | 30.2% | 23,709 | 30.5% | 4,304 | 15.4% |
| Vitalia III | 65 | 5,254 | 35,693 | 38.5% | 29,252 | 37.6% | 6,441 | 18.0% |
| Grunwald2 | 15 | 1,112 | 7,392 | 8.0% | 5,638 | 7.3% | 1,753 | 23.7% |
| Panoramika V | 5 | 281 | 1,762 | 1.9% | 1,732 | 2.2% | 31 | 1.8% |
| Marina Miasto | 4 | 185 | 1,670 | 1.8% | 1,670 | 2.1% | - | 0.0% |
| Nova Królikarnia 2c | 4 | 790 | 9,087 | 9.8% | 8,186 | 10.5% | 901 | 9.9% |
| Panoramika IV | 2 | 145 | 779 | 0.8% | 767 | 1.0% | 12 | 1.6% |
| Verdis I-IV | 2 | 167 | 1,235 | 1.3% | 1,030 | 1.3% | 205 | 16.6% |
| City Link III | 2 | 174 | 2,061 | 2.2% | 1,270 | 1.6% | 790 | 38.3% |
| Nova Królikarnia 3b | 2 | 207 | 2,280 | 2.5% | 2,029 | 2.6% | 250 | 11.0% |
| other | 3 | 324 | 2,819 | 3.0% | 2,436 | 3.1% | 383 | n.a. |
| Total / Average | 185 | 12,758 | 92,792 | 100% | 77,719 | 100% | 15,072 | 16.2% |
| Impairment recognized | n.a. | n.a. | n.a. | (2,200) | 2,200 | n.a. | ||
| Results after write-down adjustment | 185 | 12,758 | 92,792 | 75,519 | 17,273 | 18.6% | ||
| - | - | - | - | - | n.a. | |||
| Economic results | 185 | 12,758 | 92,792 | 75,519 | 17,273 | 18.6% |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
(2) Cost of sales allocated to the delivered units proportionally to the total expected revenue of the project.
Revenue from the sale of residential units is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key to the buyer of the residential unit and total payment obtained. Revenue from sales and services of residential projects recognized during the three months ended 31 March 2021 amounted to PLN 92.8 million, whereas cost of sales before reversal of write-down adjustment amounted to PLN 77.7 million, that resulted in a gross profit before write-down adjustment amounting to PLN 15.1 million representing a gross margin of 16.2%.
Business highlights during the three months ended 31 March 2021
A. Results breakdown by project
Projects completed during the three months ended on 31 March 2021
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 2021:
| Project name | Location | Number of units |
Area of units (m2) |
Total units sold until 31 March 2021 |
Units delivered in 2021 |
Units sold not delivered as at 31 March 2021 |
|---|---|---|---|---|---|---|
| Vitalia III | Wrocław | 81 | 6,790 | 81 | 65 | 16 |
| Ursus Centralny Ia | Warsaw | 138 | 7,542 | 137 | - | 137 |
| Nove Królikarnia 3b | Warsaw | 23 | 2,270 | 22 | 2 | 20 |
| Total | 242 | 16,602 | 240 | 67 | 173 |
Vitalia III
The construction of Vitalia III project was completed in March 2021. The project was developed on a land strip located in Wrocław at Kabaczkowa Street. The Vitalia III project comprises 81 apartments with an aggregate floor space 6,790 m2 . Until 31 March 2021 the Company sold all units. During the three months ended 31 March 2021, the Company delivered 65 units and recognized sale revenue of PLN 35.7 million.
Ursus Centralny Ia
The Ursus Centralny Ia project was completed in March 2021. The project was developed on a land strip located in Warsaw, Ursus district, at Gierdziejewskiego street. The project comprises 129 apartments and 9 commercial units with an aggregate floor space of 7,542 m2 . Until 31 March 2021 the Company sold 137 units. During the three months ended 31 March 2021 the Company did not delivered any units. Delivery is planned for Q2 2021.
Nova Królikarnia 3b
The construction of the Nova Królikarnia 3b was completed in February 2021, respectively. The project was developed on a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3b project comprises 23 apartments and an aggregate floor space of 2,270 m2 . Until 31 March 2021 the Company sold 22 units. During the three months ended 31 March 2021 the Company delivered 2 units and recognized sale revenue of PLN 2.3 million.
Projects completed in previous years with their impact on current year results
The table below presents information on the projects that were completed (i.e. completing all construction works and receiving occupancy permit) in previous years and the income that was recognised base on units delivered during the three months ended 31 March 2021:
| Project name | Location | Completion date |
Total Project Units |
Total Area of units (m2) |
Total units sold until 31 March 2021 |
Total units delivered until 31 December 2020 |
Units delivered in Q1 2021 |
Recognised income in Q1 2021 (PLN'000) |
Units sold not delivered as at 31 March 2021 |
Units for sale as at 31 March 2021 |
Left to sale/ deliver after 31 March 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Miasto Marina | Wrocław | 06/2019 | 151 | 6,196 | 151 | 146 | 4 | 1,670 | 1 | - | 1 |
| Grunwald2 | Poznań | 05/2020 | 268 | 14,456 | 263 | 236 | 15 | 7,391 | 12 | 5 | 17 |
| Panoramika V | Szczecin | 07/2020 | 115 | 5,990 | 105 | 95 | 5 | 1,762 | 5 | 10 | 15 |
| Nova Królikarnia 2c |
Warsaw | 08/2020 | 18 | 3,612 | 17 | 7 | 4 | 9,087 | 6 | 1 | 7 |
| Miasto Moje III |
Warsaw | 11/2020 | 196 | 10,176 | 194 | 98 | 81 | 28,013 | 15 | 2 | 17 |
| Others | 48 | 3,215 | 25 | - | 9 | 6,306 | 16 | 23 | 39 | ||
| Total | 796 | 43,644 | 755 | 582 | 118 | 54,229 | 55 | 41 | 96 |
Business highlights during the three months ended 31 March 2021
B. Units sold during the period
The table below presents information on the total number of units sold (i.e. total number of units for which the Company signed the preliminary sale agreements with the clients), including net saleable area (in m2 ) of the units sold and net value (exclusive of VAT) of the preliminary sales agreements (including also parking places and storages) executed by the Company during the three months ended 31 March 2021:
| Project name | Location | Total Project Saleable area (m2 ) |
Total project units |
Units sold until 31 December 2020 |
Units sold during 3 months ended 31 March 2021 |
Net Sold area (m2 ) |
Value of the preliminary sales agreements (in PLN thousands) |
Units for sale as at 31 March 2021 |
|---|---|---|---|---|---|---|---|---|
| Vitalia III(1) | Wrocław | 6,790 | 81 | 69 | 12 | 1,247 | 7,997 | - |
| Miasto Moje III(1) | Warsaw | 10,176 | 196 | 182 | 12 | 803 | 5,226 | 2 |
| Grunwald2(1) | Poznań | 14,456 | 268 | 253 | 10 | 810 | 5,527 | 5 |
| Panoramika V(1) | Szczecin | 5,990 | 115 | 99 | 6 | 431 | 2,854 | 10 |
| City Link III(1) | Warsaw | 18,763 | 368 | 363 | 4 | 454 | 5,237 | 1 |
| Młody Grunwald I-III(1) | Poznań | 16,595 | 393 | 383 | 3 | 324 | 2,143 | 7 |
| Marina Miasto(1) | Wrocław | 6,196 | 151 | 148 | 3 | 138 | 1,241 | - |
| Nova Królikarnia 2c(1) | Warsaw | 3,612 | 18 | 15 | 2 | 409 | 5,439 | 1 |
| Verdis I-IV(1) | Warsaw | 26,062 | 441 | 435 | 1 | 51 | 503 | 5 |
| Panoramika IV(1) | Szczecin | 5,835 | 111 | 110 | 1 | 72 | 396 | - |
| Sakura I-IV(1) | Warsaw | 29,320 | 515 | 513 | 1 | 71 | 504 | 1 |
| Nova Królikarnia 3b(1) | Warsaw | 2,270 | 23 | 21 | 1 | 133 | 1,629 | 1 |
| Ursus Centralny Ia(1) | Warsaw | 7,542 | 138 | 136 | 1 | 83 | 744 | 1 |
| Miasto Moje V(2) | Warsaw | 8,559 | 170 | 51 | 46 | 2,325 | 17,404 | 73 |
| Ursus Centralny IIa(2) | Warsaw | 13,509 | 251 | 194 | 43 | 2,439 | 19,387 | 14 |
| Ursus Centralny Ib(2) | Warsaw | 5,740 | 97 | 34 | 40 | 2,477 | 20,074 | 23 |
| Viva Jagodno I(2) | Wrocław | 6,241 | 121 | 64 | 39 | 2,064 | 14,650 | 18 |
| Miasto Moje IV(2) | Warsaw | 8,938 | 176 | 118 | 31 | 1,893 | 13,674 | 27 |
| Panoramika VI(2) | Szczecin | 3,591 | 75 | 46 | 26 | 1,295 | 8,666 | 3 |
| Nowe Warzymice II(2) | Szczecin | 3,492 | 66 | - | 25 | 1,172 | 7,412 | 41 |
| Nowe Warzymice I(2) | Szczecin | 3,234 | 54 | 29 | 13 | 826 | 5,029 | 12 |
| Nova Królikarnia 3a(2) | Warsaw | 3,188 | 31 | 22 | 6 | 656 | 8,418 | 3 |
| Nova Królikarnia 3c(2) | Warsaw | 2,298 | 23 | 17 | 2 | 228 | 2,867 | 4 |
| Ursus Centralny IIb(2) | Warsaw | 11,758 | 206 | - | 1 | 64 | 548 | 205 |
| Viva Jagodno IIa(2) | Wrocław | 8,646 | 154 | - | - | - | - | 154 |
| Other | n.a | n.a. | n.a. | - | n.a. | 202 | 9 | |
| Total excluding JV | 232,801 | 4,242 | 3,302 | 329 | 20,464 | 157,772 | 620 | |
| Wilanów tulip(2)/(3) | Warsaw | 9,574 | 149 | 88 | 26 | 1,660 | 14,297 | 35 |
| Total including JV | 242,374 | 4,391 | 3,390 | 355 | 22,124 | 172,069 | 655 | |
(1) For information on the completed projects see "Business highlights during the three months ended 31 March 2021 – A. Results breakdown by project".
(2) For information on current projects under construction, see "Outlook for the remaining period of 2021 – B. Current projects under construction and/or on sale".
(3) The project presented in the Interim Condensed Consolidated Financial Statements under investment in joint ventures; the Company's share is 50%.
The table below presents further information on the value of the preliminary sales agreements (with a breakdown per city, exclusive of VAT) executed by the Group:
| Location | Value of the preliminary sales agreements sold during the year ended |
Increase/(deacrease) | ||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2021 | 31 March 2020 | In PLN | % |
| Warsaw | 115,952 | 96,166 | 19,786 | 20.6% |
| Wrocław | 23,887 | 11,085 | 12,802 | 115.5% |
| Szczecin | 24,358 | 11,545 | 12,813 | 111.0% |
| Poznań | 7,669 | 6,873 | 796 | 11.6% |
| Other | 202 | 322 | (120) | -37.1% |
| Total | 172,069 | 125,991 | 46,078 | 36.6% |
Business highlights during the three months ended 31 March 2021
C. Commencements of new projects
The table below presents information on the projects for which the construction and/or sales process commenced during the three months ended 31 March 2021:
| Project name | Location | Number of units | Area of units (m2 ) |
|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 206 | 11,500 |
| Viva Jagodno IIa | Wrocław | 154 | 8,600 |
| Total | 360 | 20,100 |
For additional information see section "Outlook for the remaining period of 2021 – B. Current projects under construction and/or on sale".
D. Agreements significant for the business activity of the Group
Agreement of purchase of plot in Poznań
On 11 February 2021 the Company (via its subsidiaries) entered into final agreements concerning the purchase of the ownership rights of a plot of land located in Poznań, at Smardzewska street, with an area of c.a. 17,000 m2 . The final price was net PLN 26 million and was fully paid.
Agreement of purchase of plots in Warsaw
On 27 January 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursus district. The price of the Property was established at PLN 1,500 net per PUM however not higher than PLN 150 million. According to initial evaluation it shall be feasible to construct on the Property a complex of multi-family residential buildings with underground car parks, commercial areas on the ground floors and the necessary infrastructure with a total area of 100 thousand m2 . The conclusion of the final agreement will take place only upon fulfillment of conditions precedent, including conducting by the Company satisfactory due diligence process of the Property and after such a change in the purpose and permitted use of the Property to enable the development project to be carried out on it, as described above. The parties also reserved the right to withdraw from the Agreement by either party if the PUM is lower than 90 thousand m2 . The conclusion of the final agreement shall take place not later than 31 December 2027. On the 7 April 2021 the Company paid PLN 10.0 million +VAT deposit to the notary after completing a positive preliminary Due dilligence.
On 18 February 2021 the Company (via its subsidiary) entered into a final agreement concerning the purchase of two plots of land located in Warsaw, Białołęka district, with an area of c.a 3.9 thousands m2 as part of the Company's purchase plan for the whole project in Epopei street. The price of the property was established in the level of PLN 3.7 million net. The amount was paid in total on the date of signing the agreement. As at 31 March 2021 the Company paid also PLN 7.5 million advances and PLN 2.7 million to a notary account for other plots being part of the purchase.
On 3 March 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursynów district, with an area of c.a. 2.4 thousand m2 . The price of the property was established at PLN 15.9 million net. According to the Company's initial evaluation it shall be feasible to construct on the property a multifamily residential building with underground car parks, commercial areas and the necessary infrastructure with a total usable area of approx. 5.7 thousand m2 . In order to secure the purchase the company paid a deposit of PLN 1 million +VAT to a notary account. On 13 April 2021 the Company signed an annex to the agreement prolonging signing thee final agreement not later than 31 December 2023.
Selected financial data
| Source: National Bank of Poland ("NBP") PLN/EUR |
Exchange rate of Polish Zloty versus Euro | |||
|---|---|---|---|---|
| Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
|
| 2021 (3 months) | 4.547 | 4.477 | 4.660 | 4.660 |
| 2020 (3 months) | 4.326 | 4.228 | 4.604 | 4.552 |
| 2020 (12 months) | 4.445 | 4.228 | 4.633 | 4.615 |
| Selected financial data | EUR | PLN | ||
|---|---|---|---|---|
| (thousands, except per share data) for the period ended 31 March |
||||
| 2021 | 2020 | 2021 | 2020 | |
| Revenues | 20,409 | 38,656 | 92,792 | 167,227 |
| Gross profit | 3,799 | 10,598 | 17,273 | 45,847 |
| Profit/(loss) before taxation | 2,094 | 8,651 | 9,519 | 37,423 |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
1,673 | 6,793 | 7,608 | 29,388 |
| Cash flows from/(used in) operating activities | (882) | 5,168 | (4,011) | 22,357 |
| Cash flows from/(used in) investing activities | - | (13) | - | (56) |
| Cash flows from/(used in) financing activities | (2,762) | (3,168) | (12,560) | (13,704) |
| Increase/(decrease) in cash and cash equivalents | (3,645) | 1,987 | (16,571) | 8,597 |
| Average number of equivalent shares (basic) | 162,451,847 | 163,285,842 | 162,451,847 | 163,285,842 |
| Net earnings/(loss) per share (basic and diluted) | 0.010 | 0.042 | 0.047 | 0.180 |
| Selected financial data | EUR | PLN |
|---|---|---|
| (thousands) | ||||
|---|---|---|---|---|
| Aa at | ||||
| 31 March 2021 |
31 December 2020 |
31 March 2021 |
31 December 2020 |
|
| Inventory and Land designated for development | 154,393 | 153,906 | 719,518 | 710,247 |
| Total assets | 202,509 | 203,209 | 943,755 | 937,767 |
| Advances received | 51,886 | 48,597 | 241,805 | 224,267 |
| Long term liabilities | 39,020 | 40,204 | 181,847 | 185,534 |
| Short term liabilities (including advances received) | 80,381 | 80,700 | 374,602 | 372,416 |
| Equity attributable to the equity holders of the parent | 83,108 | 82,304 | 387,306 | 379,817 |
Overview of results
The net profit attributable to the equity holders of the parent company for the three months ended 31 March 2021 was PLN 7,608 thousand and can be summarized as follows:
| For 3 months ended 31 March |
||||
|---|---|---|---|---|
| 2021 | 2020 | change | ||
| PLN | ||||
| (thousands, except per share data) | nominal | % | ||
| Revenue from sales of residential units | 92,792 | 167,227 | (74,435) | -44.5% |
| Revenues | 92,792 | 167,227 | (74,435) | -44.5% |
| Cost of sales of residential units | (75,519) | (121,380) | 45,861 | -37.8% |
| Cost of sales | (75,519) | (121,380) | 45,861 | -37.8% |
| Gross profit | 17,273 | 45,847 | (28,574) | -62.3% |
| Selling and marketing expenses | (1,278) | (1,441) | 163 | -11.3% |
| Administrative expenses | (5,588) | (5,694) | 106 | -1.9% |
| Share of profit/(loss) from joint venture | (231) | (46) | (185) | 402.2% |
| Other expense | 200 | (425) | 625 | -147.0% |
| Result from operating activities | 10,376 | 38,241 | (27,865) | -72.9% |
| Finance income | 125 | 240 | (115) | -47.9% |
| Finance expense | (982) | (1,058) | 76 | -7.2% |
| Net finance income/(expense) | (857) | (818) | (39) | 4.8% |
| Profit/(loss) before taxation | 9,519 | 37,423 | (27,904) | -74.6% |
| Income tax benefit/(expenses) | (1,911) | (8,035) | 6,124 | -76.2% |
| Net profit/(loss) for the period before non controlling interests |
7,608 | 29,388 | (21,780) | -74.1% |
| Net profit/(loss) for the period attributable to the equity holders of the parent |
7,608 | 29,388 | (21,780) | -74.1% |
| Net earnings/(loss) per share attributable to the equity holders of the parent (basic and diluted) |
0.047 | 0.180 | (0.133) | -73.9% |
Overview of results
Revenue from sales and services of residential projects
The revenue from sales and services of residential units decreased by PLN 74.4 million (44.5%) from PLN 167.2 million during the three months ended 31 March 2020 to PLN 92.8 million during the three months ended 31 March 2021, is primarily explained by the delivery of 185 units to the customers during the three months ended 31 March 2021, comparing to the 385 units delivered during the three months ended 31 March 2020.
Cost of sales of residential units
Cost of sales of residential units decreased by PLN 45.9 million (37.8%) from PLN 121.4 million during the three months ended 31 March 2020 to PLN 75.5 million during the three months ended 31 March 2021. The decrease in costs of sales is primarily explained by a decrease in the amount of apartments delivered to the customers in fully owned projects from 385 units delivered during the three months ended 31 March 2020 to 185 units delivered the three months ended 31 March 2021.
Gross margin
The gross margin from sales and services of residential units during the three months ended 31 March 2021was 18.6% which compares to 27.4% during the three months ended 31 March 2020. The change in gross margin relates to a different mix of projects delivered to the customers characterized by a different profitability during the three months ended 31 March 2021 compared to the mix of projects delivered to customers during the three months ended 31 March 2020. During three months ended 31 March 2021 the projects that significantly impacted revenues and profitability of the Group were Vitalia III and Miasto Moje III (contributed respectively PLN 6.4 million and PLN 4.3 million to the gross profit which represents a gross profit margin of 18.0% and 15.4%). During three months ended 31 March 2020 the project that significantly impacted revenues and profitability of the Group was project City Link III in Warsaw (contributed PLN 56.9 million to the gross profit which represents a gross profit margin of 38.5%).
Selling and marketing expenses
Selling and marketing expenses decreased by PLN 0.1 million (11.3%) from PLN 1.4 million during the three months ended 31 March 2020 to PLN 1.3 million during the three months ended 31 March 2021, which is primarily explained by more effective management of selling and marketing costs and very high demand for apartment purchase. During the pandemic period the Company adopted new marketing strategy, which contributed significantly to the increase of the number of units sales by 78 units reaching to 355 units in the period ended 31 March 2021 comparing to 277 units in the 3 months ended on 31 march 2020.
Net finance income/(expenses)
Finance income/(expenses) is accrued and capitalized as part of the cost price of inventory to the extent that is directly attributable to the construction of residential units. Unallocated finance income/(expenses) not capitalized is recognized in the statement of comprehensive income. Net finance expenses after capitalization and impact of IFRS 16 increased by PLN 39 thousand (5%) from PLN 818 thousand during the three months ended 31 March 2020 to PLN 857 thousand during the three months ended 31 March 2021. Is mainly explained by higher bonds borrowing compared to the 3 months ended on 31 March 2020 and partially compensated by lower interest rates during the period ended on 31 March 2021 compering to the period ended on 31 March 2020.
Income tax benefit/(expense)
During the three months ended 31 March 2021, the income tax expense amounted to PLN 1.9 million (20.1%), in comparison to a tax expense amounted to PLN 8.0 million for the three months ended 31 March 2020 (21.5%). The lower effective tax rate in 2021 was mainly explained by the reversal of lower amount of the surplus between the purchase price and the net assets value related to Nova Królikarnia purchase deal as at the transaction date (April 2018), which was allocated to the inventory (goodwill), that for it deferred income tax was not recognized.
Overview of selected details from the Interim Condensed Consolidated
Statement of Financial Position
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 2021 |
As at 31 December 2020 |
||
|---|---|---|---|
| PLN (thousands) | |||
| Inventory and Land designated for development | 719,518 | 710,247 | |
| Advances received | 241,805 | 224,267 | |
| Loans and borrowings | 224,831 | 230,072 | |
| Trade and other payables and accrued expenses | 51,379 | 58,347 |
Inventory and Residential landbank
The balance of Inventory and Residential landbank is PLN 719.5 million as at 31 March 2021 compared to PLN 710.2 million as at 31 December 2020. The increase is primarily explained by purchases of land during the three months ended 31 March 2021 in the amount of PLN 29.7 million and investments in direct construction costs for a total amount of PLN 54.3 million. The increase is partly offset by the recognized costs of sales in the total amount of PLN 76.8 million.
Advances received
The balance of advances received is PLN 241.8 million as at 31 March 2021 compared to PLN 224.3 million as at 31 December 2020. The increase is primarily explained by advances received from clients regarding sales of units during the period ended 31 March 2021 for a total amount PLN 110.1 million, partially offset by the revenues recognized from the sale of residential units for a total amount of PLN 92.8 million during the three months ended 31 March 2021.
Loans and borrowings
The total of short-term and long-term loans and borrowings is PLN 224.8 million as at 31 March 2021 compared to PLN 230.1 million as at 31 December 2020. The decrease in loans and borrowings is primarily explained by the effect of repayment of bond loans for a total amount of PLN 4.8 million. Of the mentioned PLN 224.8 million, an amount of PLN 54.1 million comprises facilities maturing no later than 31 March 2022. The balance of bond loans comprises of: principal amount of PLN 225.3 million plus accrued interest of PLN 1.4 million minus one-time costs directly attributed to the bond issuances which are amortized based on the effective interest method (PLN 1.9 million). For additional information see Note 13 of the Interim Condensed Consolidated Financial Statements.
Trade and other payables and accrued expenses
The balance of rade and other payables and accrued expenses is PLN 51.3 million as at 31 March 2021 compared to PLN 58.3 million as at 31 December 2020. The decrease is mainly explained by decrease of trade accounts payables related to constructions work (decrease by the total amount of PLN 5.0 million).
Management Board Report
Overview of cash flow results
The Group funds its day-to-day operations principally from cash flow provided by its operating activities, loans and borrowings under its loan facilities.
The following table sets forth the cash flow on a consolidated basis:
| For the year ended 31 March |
For the year ended 31 March 2020 |
||
|---|---|---|---|
| 2021 | |||
| PLN (thousands) | PLN (thousands) | ||
| Cash flows from/(used in) operating activities | (4,011) | 22,357 | |
| Cash flow from/(used in) investing activities | - | (56) | |
| Cash flow (used in)/from financing activities | (12,560) | (13,704) |
Cash flow from/(used in) operating activities
The Company's net cash outflow from operating activities for the three months ended 31 March 2021 amounted to PLN 4.0 million which compares to a net cash inflow from operating activities during the three months ended 31 March 2020 amounted to PLN 22.4 million. The decrease is primarily explained by:
- a higher net cash outflow due to purchase of landbank in amount of PLN 29.7 million in the period ended 31 March 2021 in comparison to the period ended 31 March 2020 whereas the Company paid advances for land and payments for Nova Królikarnia project in total amount of PLN 8 million.;
- a higher cash outflow due to decrease in trade accounts payable in the amount PLN 7.1 million in the period ended 31 March 2021 in comparison to decrease in amount PLN 2.2 million in the period ended 31 March 2020.
Cash flow from/(used in) financing activities
The Company's net cash outflow used in financing activities amounted to PLN 12.5 million during the three months ended 31 March 2021 compared to a net cash outflow from financing activities amounted to PLN 13.7 million during the three months ended 31 March 2020. The decrease is primarily explained by:
- a net repayment of secured bank loans amounting to PLN 3.6 million during the three months ended 31 March 2020, while there was no repayments in the period ended 31 March 2021;
- repayment of loans from others amounting to PLN 6.6 million during the three months ended 31 March 2021 compared to no loan repayment to others during the three months ended 31 March 2020;
which are being partially offset by:
- repayment of bond loans amounting to PLN 4.8 million during the three months ended 31 March 2021 compared to net repayment of bond loans amounting to PLN 10.0 million during the three months ended 31 March 2020.
Outlook for the remaining period of 2021
A. Completed projects
The table below presents information on the total residential units in the completed projects/stages that the Group expects to sell and deliver during the remaining period of 2021:
| Number of residential units delivered (1) |
Number of residential units expected to be delivered (1) |
|||||||
|---|---|---|---|---|---|---|---|---|
| Project name | Location | Until 31 December 2020 |
During the period ended 31 March 2021 |
Total units delivered |
Units sold not delivered as at 31 March 2021 |
Units for sale as at 31 March 2021 |
Total units expected to be delivered |
Total units in the project |
| Miasto Moje III | Warsaw | 98 | 81 | 179 | 15 | 2 | 17 | 196 |
| Vitalia III | Wrocław | - | 65 | 65 | 16 | - | 16 | 81 |
| Grunwald2 | Poznań | 236 | 15 | 251 | 12 | 5 | 17 | 268 |
| Panoramika V | Szczecin | 95 | 5 | 100 | 5 | 10 | 15 | 115 |
| Marina Miasto | Wrocław | 146 | 4 | 150 | 1 | - | 1 | 151 |
| Nova Królikarnia 2c | Warsaw | 7 | 4 | 11 | 6 | 1 | 7 | 18 |
| Panoramika IV | Szczecin | 109 | 2 | 111 | - | - | - | 111 |
| Verdis I-IV | Warsaw | 430 | 2 | 432 | 4 | 5 | 9 | 441 |
| City Link III | Warsaw | 354 | 2 | 356 | 11 | 1 | 12 | 368 |
| Nova Królikarnia 3b | Warsaw | - | 2 | 2 | 20 | 1 | 21 | 23 |
| Ursus Centralny Ia | Warsaw | - | - | - | 137 | 1 | 138 | 138 |
| Młody Grunwald I-III | Poznań | 383 | 2 | 385 | 1 | 7 | 8 | 393 |
| Sakura I-IV | Warsaw | 513 | 1 | 514 | - | 1 | 1 | 515 |
| Other (old) projects | - | - | - | - | 9 | 9 | 9 | |
| Total | 2,371 | 185 | 2,556 | 228 | 43 | 271 | 2,827 |
(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 2021- A. Results breakdown by project".
Outlook for the remaining period of 2021
B. Current projects under construction and/or on sale
The table below presents information on projects for which completion is scheduled in the remaining period of 2021 and in 2022. The Company has obtained construction permits for all projects/stages and has commenced construction and /or sales.
| Project name | Location | Start date of construction |
Units sold until 31 March 2021 |
Units for sale as at 31 March 2021 |
Total units |
Total area of units (m2 ) |
Expected completion of construction |
|---|---|---|---|---|---|---|---|
| Nova Królikarnia 3a | Warsaw, Mokotów, Jaśminowa st. | Q4 2019 | 28 | 3 | 31 | 3,188 | Q2 2021 |
| Nova Królikarnia 3c | Warsaw, Mokotów, Jaśminowa st. | Q4 2019 | 19 | 4 | 23 | 2,298 | Q2 2021 |
| Nowe Warzymice I | Szczecin, Duńska st. | Q4 2019 | 42 | 12 | 54 | 3,234 | Q2 2021 |
| Viva Jagodno I | Wrocław, Jagodno, Buforowa st. | Q3 2019 | 103 | 18 | 121 | 6,241 | Q2 2021 |
| Ursus Centralny IIa | Warsaw, Ursus, Gierdziejewskiego st. | Q2 2020 | 237 | 14 | 251 | 13,509 | Q4 2021 |
| Miasto Moje IV | Warsaw, Bialoleka , Marwilska st. | Q1 2020 | 149 | 27 | 176 | 8,938 | Q4 2021 |
| Panoramika VI | Szczecin, Panoramiczna st. | Q2 2020 | 72 | 3 | 75 | 3,591 | Q4 2021 |
| Nowe Warzymice II | Szczecin, Duńska st. | Q4 2020 | 25 | 41 | 66 | 3,492 | Q2 2022 |
| Ursus Centralny Ib | Warsaw, Ursus, Gierdziejewskiego st. | Q4 2020 | 74 | 23 | 97 | 5,740 | Q3 2022 |
| Miasto Moje V | Warsaw, Bialoleka , Marwilska st. | Q4 2020 | 97 | 73 | 170 | 8,559 | Q4 2022 |
| Ursus Centralny IIb | Warsaw, Ursus, Gierdziejewskiego st. | Q1 2021 | 1 | 205 | 206 | 11,758 | Q4 2022 |
| Viva Jagodno IIa | Wrocław, Jagodno, Buforowa st. | Q1 2021 | - | 154 | 154 | 8,646 | Q4 2022 |
| Subtotal excluding JV | 847 | 577 | 1,424 | 79,194 | |||
| Wilanów Tulip(1) | Warsaw, Wilanów, Syta st. | Q1 2019 | 114 | 35 | 149 | 9,574 | Q2 2021 |
| Subtotal excluding JV | 961 | 612 | 1,573 | 88,768 |
(1) The project is presented in the Interim Condensed Consolidated Financial Statements under Investment in joint venture; the Company's share in the project is 50%.
C. Projects for which construction work is planned to commence during the remaining period of 2021
During the remaining period of 2021, the Company is considering the commencement of 7 stages for ongoing projects and 3 new projects (comprising in total 807 units with a total area of 51,950 m2 ), which the management believes are well-suited to current customer requirements, including smaller apartments at more economical prices. Furthermore, in order to minimize market risk, the Company's management dividing new projects into relatively smaller stages. In the event of any market disruption or difficulties with securing bank financing for the considered projects, the management may decide to suspend , postpone or alter its plan for the commencement of some of those projects.
The table below presents information on projects for which the commencement of construction works is scheduled in the remaining period of 2021.
| Total area of | |||
|---|---|---|---|
| Project name | Location | Total units | units (m2 ) |
| Grunwaldzka | Poznań | 72 | 3,300 |
| Nowe Warzymice III | Szczecin | 64 | 4,200 |
| Renaissance I (Siekierki) | Warsaw | 92 | 4,800 |
| Falenty I | Warsaw | 40 | 3,300 |
| Miasto Moje VI | Warsaw | 227 | 11,500 |
| Ursus Centralny IIc | Warsaw | 195 | 11,000 |
| Viva Jagodno IIb | Wrocław | 74 | 4,500 |
| Nova Królikarnia 3d | Warsaw | 15 | 2,200 |
| Nova Królikarnia 4a | Warsaw | 5 | 1,350 |
| Nova Królikarnia 4b | Warsaw | 23 | 5,800 |
| Total | 807 | 51,950 |
Outlook for the remaining period of 2021
D. Value of the preliminary sales agreements signed with clients for which revenue has not been recognized in the Consolidated Statement of Comprehensive Income
The current volume and value of the preliminary sales agreements signed with the clients do not impact the Interim Condensed Consolidated Statement of Comprehensive Income immediately but only after final settlement (i.e upon signing of protocol for technical acceptance and transfer of the key to the client as well as obtaining full payment for the unit purchased) of the contracts with the customers. The table below presents the value of the preliminary sales agreements (excluding VAT) executed with the Company's clients in particular for units that have not been recognized in the Interim Condensed Consolidated Statement of Comprehensive Income:
| Project name | Location | Number of the sold but not delivered units signed with Clients |
Value of the preliminary sales agreements signed with clients |
Completed / expected completion of construction |
|---|---|---|---|---|
| Vitalia III(1) | Wrocław | 16 | 9,950 | Completed |
| Grunwald2(1) | Poznań | 12 | 6,361 | Completed |
| Nova Królikarnia 2c(1) | Warsaw | 6 | 15,351 | Completed |
| City Link III(1) | Warsaw | 11 | 12,823 | Completed |
| Miasto Moje III(1) | Warsaw | 15 | 6,515 | Completed |
| Panoramika V(1) | Szczecin | 5 | 2,555 | Completed |
| Nova Królikarnia 3b(1) | Warsaw | 20 | 22,601 | Completed |
| Ursus Centralny Ia(1) | Warsaw | 137 | 57,000 | Completed |
| Other (old) projects | 6 | 2,952 | Completed | |
| Subtotal completed projects | 228 | 136,109 | ||
| Nowe Warzymice I(2) | Szczecin | 42 | 14,148 | 2021 |
| Ursus Centralny IIa(2) | Warsaw | 237 | 98,113 | 2021 |
| Nova Królikarnia 3c(2) | Warsaw | 19 | 22,918 | 2021 |
| Viva Jagodno I(2) | Wrocław | 103 | 37,433 | 2021 |
| Miasto Moje IV(2) | Warsaw | 149 | 51,555 | 2021 |
| Panoramika VI(2) | Szczecin | 72 | 21,957 | 2021 |
| Nova Królikarnia 3a(2) | Warsaw | 28 | 34,427 | 2021 |
| Miasto Moje V(2) | Warsaw | 97 | 32,686 | 2022 |
| Nowe Warzymice II(2) | Szczecin | 25 | 7,701 | 2022 |
| Ursus Centralny Ib(2) | Warsaw | 74 | 34,637 | 2022 |
| Ursus Centralny IIb(2) | Warsaw | 1 | 548 | 2022 |
| Subtotal ongoing projects | 847 | 356,124 | ||
| Wilanów Tulip (2)/(3) | Warsaw | 114 | 63,242 | 2021 |
| Subtotal project held by joint venture |
114 | 63,242 | ||
| Total | 1,189 | 555,475 |
For information on the completed projects see "Business highlights during the three months ended 31 March 2021–A. Results breakdown by project".
(1) For information on current projects under construction and/or on sale, see under "B".
(2) This project is presented in the Interim Condensed Consolidated Financial Statements under Investment in joint ventures; the Company's share in this project is 50%.
Additional information to the report
Major shareholders
To the best of the Company's knowledge, as at 11 May 2021, the following shareholders are entitled to exercise over 5% of the voting rights at the General Meeting of Shareholders in the Company:
| As of | As of | As of | |||
|---|---|---|---|---|---|
| 11 May 2021 | 31 March 2021 | 31 December 2020 | |||
| Shares | Number of shares / % of shares |
Change in number of shares |
Number of shares / % of shares |
Change in number of shares of shares |
Number of shares / % of shares |
| Shares issued: | 164 010 813 | - | 164 010 813 | - | 164 010 813 |
| I.T.R. Dori B.V. (1) Nationale Nederlanden |
108 349 187 66.06% 23 884 091 |
- - |
108 349 187 66.06% 23 884 091 |
- N/A 4 091 |
108 349 187 66.06% 23 880 000 |
| Otwarty Fundusz Emerytalny Metlife Otwarty Fundusz |
14.56% N/A |
- | 14.56% N/A |
0% N/A |
14.56% N/A |
| Emerytalny | Between 5%-10% | - | Between 5%-10% | N/A | Between 5%-10% |
| Votes | As of 11 May 2021 Number of shares / % of shares |
Change in number of shares(2) |
As of 31 March 2021 Number of shares / % of shares |
Change in number of shares |
As of 31 December 2020 Number of shares / % of shares |
|---|---|---|---|---|---|
| Shares issued(2): | 162 600 297 | - | 162 600 297 | (78 719) | 162 521 578 |
| I.T.R. Dori B.V. (1) Nationale Nederlanden |
108 349 187 66.64% 23 884 091 |
- - |
108 349 187 66.64% 23 884 091 |
- (0.03%) 4 091 |
108 349 187 66.67% 23 880 000 |
| Otwarty Fundusz Emerytalny Metlife Otwarty Fundusz Emerytalny |
14.69% N/A Between 5%-10% |
- - |
14.69% N/A Between 5%-10% |
0.00% N/A N/A |
14.69% N/A Between 5%-10% |
(1) The subsidiaries of A. Luzon Group.
(2) The overall number of votes decreased by the amount of votes resulting from own shares held by the Company, as in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
The total number of own shares held by the Company as at 31 March 2021 was equal to 1,567,954 shares, which constitute 0.96% of the share capital of the Company and votes at the General Meeting. There were no changes in own shares until the publication date.
Additional information to the report
Changes in ownership of shares and rights to shares by Management and Supervisory Board members during the three months ended 31 March 2021and until the date of publication of this report
Mr Amos Luzon, member of the Supervisory Board, as at 31 December 2020 held 83.83%, while as at 31 March 2021 held 72.25% and at the day preceding the publication of this report held 72.73% of the shares and voting rights in A. Luzon Group (to the best of the company's knowledge, inter alia through A. Luzon Properties and Investments Ltd., a private company owned by Mr Amos Luzon "99%"), and as a result, thus indirectly held a 54.83% of shares in the Company as at 31 December 2020, 47.25% as at 31 March 2021 and 47.57% at the day preceding the publication of this report. Taking into account own shares held by the Company as at 31 December 2020, 31 March 2021 and as at the day preceding the publication of this report, Mr. Amos Luzon indirectly controlled following percentage of votes at those dates: 55.33%, 47.71% and 48.03%, respectively.
Mr Piotr Palenik, member of the Supervisory Board, as at 31 December 2020, 31 March 2021 and at the day preceding the publication of this report held 0.012% of the shares and voting rights in the Company (in total 20 thousand shares). Number of shares owned by the Company did not influence the percentage of votes held by Mr. Piotr Palenik after rounding.
Changes in the Management and Supervisory Board during the three months ended 31 March 2021 and until the date of publication of this report
There were no changes in the Management and Supervisory Board during the three months ended 31 March 2021.
Changes in the Company's group structure
During the three months ended 31 March 2021 there were the following changes in the Company's group structure:
1) Creation of new Companies:
- Ronson Development SPV1 Sp. z o.o.
- Ronson Development SPV2 Sp. z o.o.
- Ronson Development SPV3 Sp. z o.o.
- Ronson Development SPV4 Sp. z o.o.
All the above companies are 100% owned by Ronson Development SE.
The Company's group structure as at 31 March 2021 and 31 December 2020 is presented in the Note 7 to the Interim Condensed Consolidated Financial Statements.
Additional information to the report
Seasonality
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.
Influence of results disclosed in the report on fulfillment of result forecasts
The Management Board of Ronson Development SE does not publish any financial forecasts concerning the Group and the Company.
Related parties transactions
There were no transactions and balances with related parties during the three months ended 31 March 2021 other than the remuneration of the Management Board, loans granted to related parties within the Group, the reimbursement of audit review costs and the consulting services agreement with A. Luzon Group, the major (indirect) shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All transactions with related parties were performed based on market conditions.
Quarterly reporting by the Company
As a result of requirements pertaining to A. Luzon Group, the Company's controlling shareholder, whose ultimate parent company is listed on the Tel Aviv Stock Exchange, the first quarter reports, semi-annual reports and third quarter reports are subject to a full scope review by the Company's auditors. For the Company itself, being domiciled in Poland and listed on the Warsaw Stock Exchange, only the semi-annual report is subject to a review. The Company has agreed with A. Luzon Group that the costs for the first and third quarter review will be shared between the Company and its shareholder. The Company considers having its first and third quarter report provided with a review report a benefit to all of its shareholders.
The Company prepared this Interim Financial Report for the three months ended 31 March 2021 in both English and Polish languages, while the Polish version is binding.
Disclosure obligations of controlling shareholder
Please note that A. Luzon Group, the Company's controlling shareholder, is a company listed on the Tel Aviv Stock Exchange with the registered office in Raanana, Israel, and is subject to certain disclosure obligations. Some of the documents published by A. Luzon Group in performance of such obligations, available here: http://maya.tase.co.il (some of which are only available in Hebrew), may contain certain information relating to the Company.
Material court cases
There is no proceeding pending before a court, a complement arbitration authority or a public administration authority concerning liabilities or claims of Ronson Development SE or its subsidiaries, the value of which equaled at least 10% of the Company's equity.
Guarantees provided by the Company
During the three months ended 31 March 2021, the Company did not grant any guarantees.
Employees
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the three months ended 31 March 2021 was 73 compared to 73 during the three months ended 31 March 2020. There were no personnel employed in the Company.
Management Board Report
Additional data for the Company
The Company is mainly a holding company and management services provider with respect to the development of residential projects for its subsidiaries. The majority of the Company income are from the following sources: (i) interests from loans granted to subsidiaries for the development of projects, (ii) management fee received from subsidiaries for the provision of projects management services, and (iii) dividend received from subsidiaries. All above revenues are being eliminated on a consolidated level.
Below section presents main data on the Company activity that were not covered in other sections of this Management Board Report.
| Exchange rate of Polish Zloty versus Euro | ||||
|---|---|---|---|---|
| PLN/EUR | Average exchange rate |
Minimum exchange rate |
Maximum exchange rate |
Period end exchange rate |
| 2021 (3 months) | 4.547 | 4.477 | 4.660 | 4.660 |
| 2020 (3 months) | 4.326 | 4.228 | 4.604 | 4.552 |
| 2020 (12 months) Source: National Bank of Poland ("NBP") |
4.445 | 4.228 | 4.633 | 4.615 |
| Selected financial data | EUR | PLN | |||
|---|---|---|---|---|---|
| (thousands, except per share data) | |||||
| for the 3 months ended 31 March | |||||
| 2021 | 2020 | 2021 | 2020 | ||
| Revenues from management services | 217 | 434 | 986 | 1,876 | |
| Financial income (Wise majority from loans granted to subsidiaries) | 338 | 376 | 1,538 | 1,625 | |
| Financial expenses (Wise majority from Interest on bonds) | (599) | (606) | (2,724) | (2,620) | |
| Profit including results from subsidiaries | 1,673 | 6,793 | 7,608 | 29,388 | |
| Cash flows from/(used in) operating activities | (751) | (114) | (3,414) | (494) | |
| Cash flows from/(used in) investing activities | 2,641 | (1,156) | 12,006 | (5,000) | |
| Cash flows from/(used in) financing activities | (2,984) | 1,098 | (13,568) | 4,750 | |
| Increase/(decrease) in cash and cash equivalents | (1,094) | (172) | (4,976) | (744) | |
| Average number of equivalent shares (basic) | 162,451,847 | 163,285,842 | 162,451,847 | 163,285,842 | |
| Net earnings/(loss) per share (basic and diluted) | 0.010 | 0.042 | 0.047 | 0.180 | |
| Selected financial data | EUR | PLN |
| (thousands) Aa at |
||||
|---|---|---|---|---|
| 31 March 2021 |
31 December 2020 |
31 Mach 2021 |
31 December 2020 |
|
| Investment in subsidiaries | 95,426 | 94,451 | 444,713 | 435,874 |
| Loan granted to subsidiaries | 31,698 | 34,746 | 147,720 | 160,347 |
| Total assets | 132,326 | 135,910 | 616,680 | 627,199 |
| Long term liabilities | 37,451 | 40,676 | 174,533 | 187,712 |
| Short term liabilities | 11,768 | 12,930 | 54,841 | 59,670 |
| Equity | 83,108 | 82,304 | 387,306 | 379,817 |
Responsibility statement
The Management Board of Ronson Development SE hereby declares that:
______________ ________________
- a) to the best of its knowledge, the Interim Condensed Consolidated Financial Statements and Interim Condensed Company Financial Statements and comparative data have been prepared in accordance with the applicable accounting principles and that they reflect in a true, reliable and clear manner financial position of the Company, the Group and its financial result,
- b) the Management Board Report contains a true picture of the Company's and Group's development and achievements, as well as a description of the main threats and risks;
This Management Board Report of activities of the Company and the Group during the three months period ended 31 March 2021 was prepared and approved by the Management Board of the Company on 12 May 2021.
The Management Board
Boaz Haim Yaron Shama
President of the Management Board Finance Vicepresident of the Management Board, CFO
Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales and Marketing Director
Warsaw, 12 May 2021
_________________ _________________
Interim Condensed Consolidated Statement of Financial Position
| As at 31 March 2021 |
As at 31 December 2020 |
||
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Unaudited/Reviewed) | (Audited) |
| Assets | |||
| Property and equipment | 8,524 | 8,797 | |
| Investment property | 8,954 | 8,956 | |
| Intangible fixed assets | 41 | 39 | |
| Investment in joint ventures | 23 | 8,614 | 8,902 |
| Deferred tax assets | 16 | 9,271 | 9,037 |
| Land designated for development | 9 | 46,900 | 45,486 |
| Total non-current assets | 82,304 | 81,217 | |
| Inventory | 9 | 672,618 | 664,761 |
| Trade and other receivables and prepayments | 10 | 36,083 | 37,374 |
| Advances for Land Income tax receivable |
10,200 294 |
3,700 338 |
|
| Investment in associates | 1,276 | 1,039 | |
| Other current financial assets | 22,452 | 14,239 | |
| Cash and cash equivalents | 118,528 | 135,099 | |
| Total current assets | 861,451 | 856,550 | |
| Total assets | 943,755 | 937,767 | |
| Equity | |||
| Share capital | 12,503 150,278 |
12,503 157,905 |
|
| Share premium Treasury shares |
(1,732) | (1,613) | |
| Retained earnings | 226,257 | 211,022 | |
| Total equity | 387,306 | 379,817 | |
| Liabilities | |||
| Bond loans | 13 | 170,732 | 175,382 |
| Deferred tax liability | 16 | 10,516 | 9,562 |
| Lease liabilities related to perpetual usufruct of investment | |||
| properties | 11 | 599 | 590 |
| Total non-current liabilities | 181,847 | 185,534 | |
| Trade and other payables and accrued expenses | 51,379 | 58,347 | |
| Bond loans | 13 | 52,676 | 52,625 |
| Other payables - interests accrued on bonds | 13 | 1,423 | 2,065 |
| Interest bearing deferred trade payables | 1,698 | 8,482 | |
| Advances received | 17 | 241,805 | 224,267 |
| Income tax payable | 12,287 | 11,734 | |
| Provisions | 711 | 994 | |
| Lease liabilities related to perpetual usufruct of land | 11 | 12,623 | 13,902 |
| Total current liabilities | 374,602 | 372,416 | |
| Total liabilities | 556,449 | 557,950 | |
| Total equity and liabilities | 943,755 | 937,767 |
The notes included on pages 25 to 46 are an integral part of these interim condensed consolidated financial statements
Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2021 Interim Condensed Consolidated Statement of Comprehensive Income
| For the 3 months ended 31 March 2021 |
For the 3 months ended 31 March 2020 |
||
|---|---|---|---|
| PLN (thousands, except per share data and number of shares) | Note | (Unaudited) / (unreviewed) |
(Reviewed) / (unaudited) |
| Revenue from residential projects | 18 | 92,552 | 166,976 |
| Revenue from sale of services | 240 | 251 | |
| Revenue | 92,792 | 167,227 | |
| Cost of sales | 18 | (75,519) | (121,380) |
| Gross profit | 17,273 | 45,847 | |
| Selling and marketing expenses | (1,278) | (1,441) | |
| Administrative expenses | (5,588) | (5,694) | |
| Share of profit/(loss) in joint ventures | (231) | (46) | |
| Other expenses | (808) | (948) | |
| Other income | 1,007 | 523 | |
| Result from operating activities | 10,376 | 38,241 | |
| Finance income | 125 | 240 | |
| Finance expense | (982) | (1,058) | |
| Net finance income/(expense) | (857) | (818) | |
| Profit/(loss) before taxation | 9,519 | 37,423 | |
| Income tax benefit/(expense) | 15 | (1,911) | (8,035) |
| Profit for the period | 7,608 | 29,388 | |
| Other comprehensive income | - | - | |
| Total comprehensive income/(expense) for the period, net | |||
| of tax | 7,608 | 29,388 | |
| Total profit/(loss) for the period attributable to: | |||
| equity holders of the parent | 7,608 | 29,388 | |
| Non-controlling interests | - | ||
| Total profit/(loss) for the period, net of tax | 7,608 | 29,388 | |
| Total profit/(loss) for the period attributable to: | |||
| equity holders of the parent | 7,608 | 29,388 | |
| Non-controlling interests | - | ||
| Total comprehensive income/(expense) for the period, net | |||
| of tax | 7,608 | 29,388 | |
| Weighted average number of ordinary shares (basic and | |||
| diluted) | 162,451,847 | 163,285,842 | |
| In Polish Zlotys (PLN) | |||
| Net earnings/(loss) per share attributable to the equity holders of the parent basic |
0.047 | 0.180 | |
| Net earnings/(loss) per share attributable to the equity | |||
| holders of the parent diluted | 0.047 | 0.180 |
The notes included on pages 25 to 46 are an integral part of these interim condensed consolidated financial statements
Interim Condensed Consolidated Statement of Changes in Equity attributable to the Equity holders of the parent
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2021 | 12,503 | 157,905 | (1,613) | 211,022 | 379,817 |
| Comprehensive income: | |||||
| Profit for the three months ended 31 March 2021 | - | - | - | 7,608 | 7,608 |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | 7,608 | 7,608 |
| Own shares acquired | - | - | (119) | - | (119) |
| Reclassification of 2019 net result from Share premium to retained earnings |
- | (7,627) | - | 7,627 | - |
| Balance at 31 March 2021 (Reviewed/ Unaudited) |
12,503 | 150,278 | (1,732) | 226,257 | 387,306 |
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2020 | 12,503 | 150,278 | (580) | 188,293 | 350,494 |
| Comprehensive income: | |||||
| Profit for the three months ended 31 March 2020 | - | - | - | 29,388 | 29,388 |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive income/(expense) | - | - | - | 29,388 | 29,388 |
| Repurchase of own shares | - | - | (50) | - | (50) |
| Dividend | - | - | - | - | - |
| Balance at 31 March 2020 (Reviewed/ Unaudited) |
12,503 | 150,278 | (630) | 217,681 | 379,832 |
The notes included on pages 25 to 46 are an integral part of these interim condensed consolidated financial statements
Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2021 Interim Condensed Consolidated Statement of Cash Flows
| For the three months ended 31 March | 2021 | 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from/(used in) operating activities | |||
| Profit/(loss) for the period | 7,608 | 29,388 | |
| Adjustments to reconcile profit for the period to net cash used in operating activities | |||
| Depreciation | 273 | 290 | |
| Write-down of inventory | (2,259) | - | |
| Finance expense | 982 | 1,058 | |
| Finance income | (125) | (240) | |
| Purchases of land | (29,691) | - | |
| Loss/(profit) on sale of property and equipment | - | (14) | |
| Share of loss /(profit) from joint ventures | 184 | 46 | |
| Income tax expense/(benefit) | 1,911 | 8,035 | |
| Subtotal | (21,117) | 38,563 | |
| Decrease/(increase) in inventory and land designated for | |||
| development | 9 | 22,287 | 70,853 |
| Acqusition of Nova Królikarnia project | 12 | - | (5,000) |
| Decrease/(increase) in advances for land | (1,291) | (3,000) | |
| Decrease/(increase) in trade and other receivables and prepayments | (2,325) | 814 | |
| Decrease/(increase) in other current financial assets | (8,213) | 6,934 | |
| Increase/(decrease) in trade and other payables and accrued expenses | (7,126) | (2,242) | |
| Increase/(decrease) in provisions | (279) | (198) | |
| Increase/(decrease) in advances received | 17 | 17,538 | (81,706) |
| Subtotal | (526) | 25,018 | |
| Interest paid | (2,890) | (2,215) | |
| Interest received | - | 149 | |
| Income tax received/(paid) | (595) | (595) | |
| Net cash from/(used in) operating activities | (4,011) | 22,357 | |
| Cash flows from/(used in) investing activities | |||
| Acquisition of property and equipment | - | (70) | |
| Proceeds from sale of property and equipment | - | 14 | |
| Net cash from/(used in) investing activities | - | (56) | |
| Cash flows (used in)/from financing activities | |||
| Proceeds from bank loans, net of bank charges | - | 14,991 | |
| Repayment of bank loans | - | (18,645) | |
| Repayment of bond loans | 13 | (4,848) | (10,000) |
| Repayment of loans from other | (6,674) | - | |
| Payment of perpetual usufruct rights | (919) | - | |
| Buy-back of shares | (119) | (50) | |
| Net cash from/(used in) financing activities | (12,560) | (13,704) | |
| Net change in cash and cash equivalents | (16,571) | 8,597 | |
| Cash and cash equivalents at beginning of period | 135,099 | 95,591 | |
| Cash and cash equivalents at end of period | 118,528 | 104,188 |
* Including restricted cash that amounted to PLN 2,018 thousand and PLN 3,461 thousand as 31 March 2021 and as 31 March 2020, respectively.
The notes included on pages 25 to 46 are an integral part of these interim condensed consolidated financial statements
Note 1 – General and principal activities
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 31 March 2021, 66.06% of the shares are controlled by Amos Luzon Development and Energy Group Ltd. ('A. Luzon Group') and 0.96% of the shares are held by the Company. The remaining 32.98% of the outstanding shares are held by other investors including Nationale Nederlanden Otwarty Fundusz Emerytalny and Metlife Otwarty Fundusz Emerytalny. The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 31 March 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
The Interim Condensed Consolidated Financial Statements of the Company have been prepared for the three months ended 31 March 2021 and contain comparative data for the three months ended 31 March 2020 and as at 31 December 2020. The Interim Condensed Consolidated Financial Statements of the Company for the three months ended 31 March 2021 with all its comparative data have been reviewed by the Company's external auditors.
As at 31 March 2021, the Groups' market capitalization was below the value of net assets. The Company's Management took appropriate steps to review the accounts in respect if there is any additional impairment required and found no basis for it. The Management verified that the forecast margin potential in respect of the inventory is significantly positive.
The information about the companies from which the financial data are included in these Interim Condensed Consolidated Financial Statements and the extent of ownership and control are presented in Note 7.
The Interim Condensed Consolidated Financial Statements for the three months ended 31 March 2021 were authorized for issuance by the Management Board on 12 May 2021 in both English and Polish languages, while the Polish version is binding.
Note 2 – Basis of preparation of Interim Condensed Consolidated Financial Statements
These Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim financial reporting".
The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2020 prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union. At the date of authorization of these Interim Condensed Consolidated Financial Statements, in light of the nature of the Group's activities, the IFRSs applied by the Group are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The Consolidated Financial Statements of the Group for the year ended 31 December 2020 are available upon request from the Company's registered office at Al. Komisji Edukacji Narodowej 57, Warsaw, Poland or at the Company's website: www.ronson.pl.
These Interim Condensed Consolidated Financial Statements have been prepared on the assumption that the Group is a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of its operations. Further explanation and analyzes on significant changes in financial position and performance of the Company during the three months ended 31 March 2021 are included in the Management Board Report on pages 3 through 20.
Notes to the Interim Condensed Consolidated Financial Statements
Note 3 – Summary of significant accounting policies
Except as described below, the accounting policies applied by the Company in these Interim Condensed Consolidated Financial Statements are the same as those applied by the Company in its consolidated financial statements for the year ended 31 December 2020.
The following standards and amendments became effective as of 1 January 2021:
- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS4 and IFRS 16 due to IBOR reform;
- Amendments to IFRS4: Implementation of IFRS 9 "Financial instruments".
The impact of the above amendments and improvements to IFRSs is being analysed by the Management. Based on the first assessment the amendtments do not materially impact the annual consolidated financial statements of the Group nor the interim condensed consolidated financial statements of the Groups.
Note 4 – The use of estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Consolidated Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2020.
Note 5 – Functional and reporting currency
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 consolidated financial statements are presented in thousands of Polish Zloty ("PLN"), which is the Group'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.
Note 6 – Seasonality
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.
Notes to the Interim Condensed Consolidated Financial Statements
Note 7 – Composition of the Group
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 2021 |
31 December 2020 |
|||
| a. held directly by the Company: | ||||
| 1 Ronson Development Management Sp. z o.o. | 1999 | 100% | 100% | |
| 2 Ronson Development Warsaw Sp. z o.o. | 2000 | 100% | 100% | |
| 3 Ronson Development Investment Sp. z o.o. | 2011 | 100% | 100% | |
| 4 Ronson Development Metropol Sp. z o.o. | 2011 | 100% | 100% | |
| 5 Ronson Development Creations Sp. z o.o. | 2005 | 100% | 100% | |
| 6 Ronson Development Sp. z o.o. | 2006 | 100% | 100% | |
| 7 Ronson Development Construction Sp. z o.o. | 2006 | 100% | 100% | |
| 8 City 2015 Sp. z o.o. | 2006 | 100% | 100% | |
| 9 Ronson Development Village Sp. z o.o. (1) | 2007 | 100% | 100% | |
| 10 Ronson Development Skyline Sp. z o.o. | 2007 | 100% | 100% | |
| 11 Ronson Development Universal Sp. z o.o. (1) | 2007 | 100% | 100% | |
| 12 Ronson Development South Sp. z o.o. | 2007 | 100% | 100% | |
| 13 Ronson Development Partner 5 Sp. z o.o. | 2007 | 100% | 100% | |
| 14 Ronson Development Partner 4 Sp. z o.o. | 2007 | 100% | 100% | |
| 15 Ronson Development North Sp. z o.o. | 2007 | 100% | 100% | |
| 16 Ronson Development Providence Sp. z o.o. | 2007 | 100% | 100% | |
| 17 Ronson Development Finco Sp. z o.o. | 2009 | 100% | 100% | |
| 18 Ronson Development Partner 2 Sp. z o.o. | 2009 | 100% | 100% | |
| 19 Ronson Development Partner 3 Sp. z o.o. | 2012 | 100% | 100% | |
| 20 Ronson Development Studzienna Sp. z o.o. (previously: ACG 23 Sp. z o.o.) | 2019 | 100% | 100% | |
| 21 Ronson Development SPV1 Sp. z o.o. (2) | 2021 | 100% | n/a | |
| 22 Ronson Development SPV2 Sp. z o.o. (2) | 2021 | 100% | n/a | |
| 23 Ronson Development SPV3 Sp. z o.o. (2) | 2021 | 100% | n/a | |
| 24 Ronson Development SPV4 Sp. z o.o. (2) | 2021 | 100% | n/a | |
| b. held indirectly by the Company : | ||||
| 25 Nova Królikarnia B.V. (Company with the registered office in the Netherlands) | 2016 | 100% | 100% | |
| 26 AGRT Sp. z o.o. | 2007 | 100% | 100% | |
| 27 Ronson Development Partner 4 Sp. z o.o. – Panoramika Sp.k. | 2007 | 100% | 100% | |
| 28 Ronson Development Sp. z o.o. - Estate Sp.k. | 2007 | 100% | 100% | |
| 29 Ronson Development Sp. z o.o. - Home Sp.k. | 2007 | 100% | 100% | |
| 30 Ronson Development Sp. z o.o. - Horizon Sp.k. | 2007 | 100% | 100% | |
| 31 Ronson Development Partner 3 Sp. z o.o. - Sakura Sp.k. | 2007 | 100% | 100% | |
| 32 Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k. | 2009 | 100% | 100% | |
| 33 Ronson Development Sp. z o.o. - Apartments 2011 Sp.k. | 2009 | 100% | 100% | |
| 34 Ronson Development Sp. z o.o. - Idea Sp.k. | 2009 | 100% | 100% | |
| 35 Ronson Development Partner 2 Sp. z o.o. – Destiny 2011 Sp.k. | 2009 | 100% | 100% | |
| 36 Ronson Development Partner 2 Sp. z o.o. - Enterprise 2011 Sp.k. | 2009 | 100% | 100% | |
| 37 Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k. | 2009 | 100% | 100% | |
| 38 Ronson Development Partner 5 Sp. z o.o - Vitalia Sp.k. | 2009 | 100% | 100% | |
| 39 Ronson Development Sp. z o.o. - 2011 Sp.k. | 2009 | 100% | 100% | |
| 40 Ronson Development Sp. z o.o. - Gemini 2 Sp.k. | 2009 | 100% | 100% |
Note 7 – Composition of the Group
| Entity name | Year of incorporation |
Share of ownership & voting rights at the end of |
|||
|---|---|---|---|---|---|
| 31 March 2021 |
31 December 2020 |
||||
| b. | held indirectly by the Company : | ||||
| 41 Ronson Development Sp. z o.o. - Verdis Sp.k. | 2009 | 100% | 100% | ||
| 42 Ronson Espresso Sp. z o.o. | 2006 | 100% | 100% | ||
| 43 Retreat Sp. z o.o. | 2010 | 100% | 100% | ||
| 44 Ronson Development Nautica 2010 Sp. z o.o. | 2010 | 100% | 100% | ||
| 45 Ronson Development Sp. z o.o. - Naturalis Sp.k. | 2011 | 100% | 100% | ||
| 46 Ronson Development Sp. z o.o. - Impressio Sp.k. | 2011 | 100% | 100% | ||
| 47 Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k | 2011 | 100% | 100% | ||
| 48 Ronson Development Sp. z o.o. - Providence 2011 Sp.k. | 2011 | 100% | 100% | ||
| 49 Ronson Development Partner 2 Sp. z o.o. - Capital 2011 Sp. k. | 2011 | 100% | 100% | ||
| 50 Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k. | 2011 | 100% | 100% | ||
| 51 Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k. | 2012 | 100% | 100% | ||
| 52 Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k. | 2012 | 100% | 100% | ||
| 53 Ronson Development sp. z o.o. – Ursus Centralny Sp. k. | 2012 | 100% | 100% | ||
| 54 Ronson Development Sp. z o.o. - City 4 Sp.k. | 2016 | 100% | 100% | ||
| 55 Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k. | 2016 | 100% | 100% | ||
| 56 Ronson Development Sp. z o.o. Grunwaldzka" Sp.k. | 2016 | 100% | 100% | ||
| 57 Ronson Development Sp. z o.o. - Projekt 3 Sp.k. | 2016 | 100% | 100% | ||
| 58 Ronson Development Sp. z o.o. - Projekt 4 Sp.k. | 2017 | 100% | 100% | ||
| 59 Ronson Development Sp. z o.o. - Projekt 5 Sp.k. | 2017 | 100% | 100% | ||
| 60 Ronson Development Sp. z o.o. - Projekt 6 Sp.k. | 2017 | 100% | 100% | ||
| 61 Ronson Development Sp. z o.o. - Projekt 7 Sp.k. | 2017 | 100% | 100% | ||
| 62 Ronson Development Sp. z o.o. - Projekt 8 Sp.k. | 2017 | 100% | 100% | ||
| 63 Bolzanus Limited (Company with the registered office in Cyprus) | 2013 | 100% | 100% | ||
| 64 Park Development Properties Sp. z o.o. - Town Sp.k. | 2007 | 100% | 100% | ||
| 65 Tras 2016 Sp. z o.o. | 2011 | 100% | 100% | ||
| 66 Park Development Properties Sp. z o.o. | 2011 | 100% | 100% | ||
| 67 Jasminova 2016 Sp. z o.o. | 2016 | 100% | 100% | ||
| 68 Town 2016 Sp. z o.o. | 2016 | 100% | 100% | ||
| 69 Enterprise 2016 Sp. z o.o. | 2016 | 100% | 100% | ||
| 70 Wrocław 2016 Sp. z o.o. | 2016 | 100% | 100% | ||
| 71 Darwen Sp. z o.o. | 2017 | 100% | 100% | ||
| 72 Truro Sp. z o.o. | 2017 | 100% | 100% | ||
| 73 Tregaron Sp. z o.o. | 2017 | 100% | 100% | ||
| 74 Totton Sp. z o.o. | 2017 | 100% | 100% | ||
| 75 Tring Sp. z o.o. | 2017 | 100% | 100% | ||
| 76 Thame Sp. z o.o. | 2017 | 100% | 100% | ||
| 77 Troon Sp. z o.o. | 2017 | 100% | 100% | ||
| 78 Tywyn Sp. z o.o. | 2018 | 100% | 100% | ||
| c. other which are not subject to consolidation: | |||||
| 79 Coralchief sp. z o.o. | 2018 | 50% | 50% | ||
| 80 Coralchief sp. z o.o. - Projekt 1 sp. k. | 2016 | n/a | n/a | ||
| 81 Ronson IS sp. z o.o. | 2009 | 50% | 50% | ||
| 82 Ronson IS sp. z o.o. sp. k. | 2012 | n/a | n/a |
(1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria Radcy Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
(2) Companies created and registered in KRS in first quarter of 2021
Note 8 – Segment reporting
The Group's operating segments are defined as separate entities developing particular residential projects, which for reporting purposes were aggregated. The aggregation for reporting purpose is based on geographical locations (Warsaw, Poznań, Wrocław and Szczecin) and type of activity (development of apartments, development of houses). Moreover, for two particular assets the reporting was based on type of income: rental income from investment property. The segment reporting method requires also the Company to present separately joint venture within Warsaw segment. There has been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss from the last annual financial statements.
According to the Management Board's assessment, the operating segments identified have similar economic characteristics. Aggregation based on the type of development within the geographical location has been applied since primarily the location and the type of development determine the average margin that can be realized on each project and the project's risk factors. Considering the fact that the construction process for apartments is different from that for houses and considering the fact that the characteristics of customers buying apartments slightly differ from those of customers interested in buying houses, aggregation by type of development within the geographical location has been used for segment reporting and disclosure purposes.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated indirectly based on reasonable criteria. Unallocated assets comprise mainly unallocated cash and cash equivalents and income tax assets. Unallocated liabilities comprise mainly income tax liabilities and Bond loans. The unallocated result (loss) comprises mainly head office expenses.
Data presented in the table below are aggregated by type of development within the geographical location:
| As at 31 March 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań | Wrocław | Szczecin | Unallocated | IFRS adjustments |
Total | |||||||
| Apartments | Houses | Joint venture Rental |
Apartments Houses | Apartments Houses | Apartments Houses | ||||||||
| Segment assets Unallocated assets |
- | 554,614 114,349 - |
65,035 - |
9,743 - |
33,642 - |
- - |
64,645 - |
- - |
82,108 - |
- - |
- 74,765 |
- | (55,145) 868,990 74,765 |
| Total assets | 554,614 114,349 | 65,035 | 9,743 | 33,642 | - | 64,645 | - | 82,108 | - | 74,765 | (55,145) 943,755 | ||
| Segment liabilities Unallocated liabilities |
262,028 - |
11,490 - |
57,414 - |
795 - |
1,281 - |
- - |
23,472 - |
- - |
18,135 - |
- - |
- 239,249 |
(57,414) 317,200 - 239,249 |
|
| Total liabilities |
262,028 | 11,490 | 57,414 | 795 | 1,281 | - | 23,472 | - | 18,135 | - | 239,249 | (57,414) 556,449 |
In thousands of Polish Zlotys (PLN)
| In thousands of Polish Zlotys (PLN) | ||
|---|---|---|
| As at 31 December 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
Szczecin | Unallocated | IFRS adjustments |
Total | ||||||||
| Apartments Houses | Joint venture Rental | Apartments Houses | Apartments Houses | Apartments Houses | |||||||||
| Segment assets Unallocated |
417,474 224,241 | 57,143 | 9,797 | 39,602 | - | 86,106 | - | 72,486 | - | - | (47,202) 859,648 | ||
| assets | - | - | - | - | - | - | - | - | - | - | 78,119 | - | 78,119 |
| Total assets |
417,474 224,241 | 57,143 | 9,797 | 39,602 | - | 86,106 | - | 72,486 | - | 78,119 | (47,202) 937,767 | ||
| Segment liabilities Unallocated liabilities |
187,191 - |
64,058 - |
48,937 - |
1,552 - |
5,601 - |
- - |
45,123 - |
- - |
11,047 - |
- - |
- 243,378 |
(48,937) 314,572 - 243,378 |
|
| Total liabilities |
187,191 | 64,058 | 48,937 | 1,552 | 5,601 | - | 45,123 | - | 11,047 | - | 243,378 | (48,937) 557,950 |
Note 8 - Segment reporting
| For the period ended 31 March 2021 | In thousands of Polish Zlotys (PLN) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | IFRS adjustments |
Unallocated | Szczecin | Wrocław | Poznań | Warsaw | |||||||
| Apartments Houses | Apartments Houses | Apartments Houses | Joint venture Rental |
Apartments Houses | |||||||||
| (25) 92,792 |
- | - | 2,542 | - | 37,419 | - | 9,135 | 197 | 25 | 9,087 | 34,411 | Revenue from external services |
|
| 205 15,996 |
- | - | 587 | - | 6,110 | - | 3,072 | (59) | (205) | 1,207 | 5,078 | Segment result | |
| - (5,620) | (5,620) | - | - | - | - | - | - | - | - | - | - | Unallocated result | |
| 205 10,376 |
(5,620) | - | 587 | - | 6,110 | - | 3,072 | (59) | (205) | 1,207 | 5,078 | Result from operating activities |
|
| (47) (857) |
(844) | - | (72) | - | (28) | - | 0 | 111 | 47 | (27) | 5 | Net finance income/ (expenses) |
|
| 158 9,519 |
(6,464) | - | 514 | - | 6,082 | - | 3,072 | 52 | (158) | 1,179 | 5,083 | Profit/(loss) before taxation |
|
| (1,911) 7,608 |
Income tax expense Profit/(loss) for the |
||||||||||||
| period |
| In thousands of Polish Zlotys (PLN) | For the three months ended 31 March 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warsaw | Poznań Wrocław |
IFRS Szczecin Unallocated adjustments |
Total | ||||||||||
| Apartments Houses Joint venture Rental Apartments Houses | Apartments Houses | Apartments | Houses | ||||||||||
| Revenue(1) | 121,840 | 1,400 | 1,666 | 200 | 12 | - | 21,246 | - | 22,529 | - | - | (1,666) | 167,227 |
| Segment result | 43,560 | 184 | 199 | 431 | 118 | - | (422) | - | (31) | - | - | (245) | 43,794 |
| Unallocated result |
- | - | - | - | - | - | - | - | - | - (5,553) | - | (5,553) | |
| Result from operating activities |
43,560 | 184 | 199 | 431 | 118 | - | (422) | - | (31) | - (5,553) | (245) | 38,241 | |
| Net finance income/ (expenses) |
(85) | (9) | (131) | (9) | (12) | - | (13) | - | - | - | (690) | 131 | (818) |
| Profit/(loss) before tax |
43,475 | 175 | 68 | 422 | 106 | - | (435) | - | (31) | - (6,243) | (114) | 37,423 | |
| Income tax expenses Profit/(loss) for the period |
(8,035) 29,388 |
||||||||||||
| Capital expenditure |
- | - | - | - | - | - | - | - | - | - | 70 | - | 70 |
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key of the residential unit to the buyer and total payment obtained.
Note 9 – Inventory and Residential landbank
Inventory
Movements in Inventory during the three months ended 31 March 2021 were as follows:
| In thousands of Polish Zlotys (PLN) |
As at 31 December 2020 |
Transferred to finished units |
Additions | As at 31 March 2021 |
|
|---|---|---|---|---|---|
| Land and related expense | 294,430 | - | (18,484) | 30,933 | 306,879 |
| Construction costs | 194,539 | - | (83,442) | 48,134 | 159,231 |
| Planning and permits | 16,760 | - | (2,011) | 746 | 15,495 |
| Borrowing costs (1) | 34,844 | - | (2,333) | 1,909 | 34,420 |
| Borrowing costs on lease and deprecation perpetual usufruct right |
2,758 | - | (127) | 259 | 2,890 |
| Other | 3,839 | - | (886) | 2,015 | 4,968 |
| Work in progress | 547,170 | - | (107,284) | 83,996 | 523,883 |
| In thousands of Polish Zlotys (PLN) |
As at 31 December 2020 |
Transferred from work in progress |
Recognized in the statement of comprehensive income |
As at 31 March 2021 |
|
| Finished goods | 109,419 | - | 107,284 | (76,821) | 139,882 |
| Revaluation write-down recognized in statement of comprehensive income |
|||||
| In thousands of Polish Zlotys (PLN) |
As at 31 December 2020 |
Increase | Utilization | As at 31 March 2021 |
|
| Write-down | (5,503) | - | - | 1,171 | (4,332) |
| In thousands of Polish Zlotys (PLN) |
As at 31 December 2020 |
Recalculation adjustment |
Depreciation | Transfer to Other receivables |
As at 31 March 2021 |
| Perpetual usufruct right | 13,675 | 32 | (45) | (477) | 13,184 |
| Inventory, valued at lower of - cost and net realisable value |
664,761 | - | 672,618 |
(1) Borrowing costs are capitalized to the value of inventory with 3.97% average effective capitalization interest rate.
(2) For additional information see note 11.
Note 9 – Inventory and Residential landbank
Residential landbank
Plots of land purchased for development purposes on which construction is not planned within a period of three years has been reclassified as Residential landbank presented within Non-current assets. The table below presents the movement in the Residential landbank:
| For the 3 months ended | For the year | |
|---|---|---|
| 31 March 2021 | ended 31 December 2020 | |
| In thousands of Polish Zloty (PLN) | ||
| Opening balance | 45,486 | 44,321 |
| Reclassified from inventory | - | 31,920 |
| Moved to inventory | - | (28,750) |
| Write-down adjustment | 1,414 | (2,005) |
| Total closing balance | 46,900 | 45,486 |
| Closing balance includes: | ||
| Book value | 50,043 | 50,043 |
| Write-down | (3,142) | (4,557) |
| Total Closing balance | 46,900 | 45,486 |
Note 10 - Trade and other receivables and prepayments
| In thousands of Polish Zlotys (PLN) | As at 31 March 2021 |
As at 31 December 2020 |
|---|---|---|
| Value added tax (VAT) receivables | 15,336 | 12,748 |
| Trade and other receivables | 7,959 | 8,649 |
| Trade and other receivables - IFRS 16 | 1,377 | 1,377 |
| Bid bond | 1,437 | 1,437 |
| Notary's deposit | 2,725 | 6,765 |
| Prepayments(1) | 7,249 | 6,398 |
| Total trade and other receivables and prepayments | 36,083 | 37,374 |
(1) The capitalized costs relating to obtaining the contracts have been presented in this line and amounted to PLN 3.4 m for the 3 months ended 31 March 2021 year and PLN 3.7 m for the year ended 31 December 2020.
Note 11 – IFRS 16
The movement on the right of use assets and lease liabilities during the period ended 31 March 2021 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2021 |
New acquisitions |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment |
Completion of projects |
31 March 2021 |
|---|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
13,675 | - | (45) | - | 32 | (477) | 13,184 |
| Right of use assets related to investment property |
553 | - | (2) | - | - | n.a | 551 |
| In thousands of Polish Zlotys (PLN) |
1 January 2021 |
New acquisitions |
Finance expense |
Payments | Recalculation adjustment |
Completion of projects |
31 March 2021 |
| Lease liabilities related to inventory |
13,902 | - | 214 | (919) | (90) | (484) | 12,623 |
| Lease liabilities related to investment property |
590 | - | 9 | - | - | n.a | 599 |
The movement on the right of use assets and lease liabilities during the period ended 31 December 2020 is presented below:
| In thousands of Polish Zlotys (PLN) |
1 January 2020 |
Depreciation charge |
Fair value adjustment |
Recalculation adjustment |
Transfer to trade receivables |
31 December 2020 |
|---|---|---|---|---|---|---|
| Right of use assets related to inventory |
23,120 | (268) | - | - | (9,177) | 13,675 |
| Right of use assets related to investment property |
553 | n.a | - | - | n.a | 553 |
| In thousands of Polish Zlotys (PLN) |
1 January 2020 |
Finance expense |
Payments | Recalculation adjustment |
Transfer to trade payables |
31 December 2020 |
| Lease liabilities related to inventory |
23,549 | 912 | (1,268) | - | (9,291) | 13,902 |
| Lease liabilities related to investment property |
552 | 37 | - | - | n.a | 590 |
Note 12 – Acquisition of Nova Królikarnia
During the year 2019, the Company (via its subsidiary) exercised first and second call option under the Call Option Agreements for the total price of PLN 33.9 million and PLN 35.1 million, respectively. Additionally On 9 April 2020, the Company (via its subsidiary) exercised that last (third) call option under the Call Option Agreement in total amount of PLN 9.9 million. All payments concerning realization of all three call options were made according to the abovementioned schedule. As at 31 December 2020 all payables related to Acquisition of Nova Królikarnia Project were reduced to nil. For more information about the transaction and its details please refer to Note 5 in the Consolidated Annual Financial Statements ended 31 December 2020.
Note 13 – Bond loans
The table below presents the movement in Bond loans during the three months ended 31 March 2021 and during the year ended 31 December 2020 as well as the Current and Non-currents balances as at the end of respective periods:
| For the year ended 31 March 2021 |
For the year ended 31 December 2020 |
|||
|---|---|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) |
(Audited) | ||
| Opening balance | 230,072 | 187,969 | ||
| Repayment of bond loans | (4,848) | (57,141) | ||
| Proceeds from bond loans | - | 100,000 | ||
| Issue cost | - | (1,636) | ||
| Issue cost amortization | 248 | 783 | ||
| Accrued interest | 2,248 | 8,429 | ||
| Interest repayment | (2,890) | (8,331) | ||
| Total closing balance | 224,831 | 230,072 | ||
| Closing balance includes: | ||||
| Current liabilities | 54,099 | 54,690 | ||
| Non-current liabilities | 170,732 | 175,382 | ||
| Total Closing balance | 224,831 | 230,072 |
During the three months ended 31 March 2021 the Company did not issue any bonds loans.
On 1 February 2021, the Company repaid 15% of outstanding series U bonds with value of PLN 4,848 thousand. After this repayment, the nominal value was set as PLN 850 per bond and the total amount of outstanding series U bonds amounted to PLN 27,469 thousand.
Borrowings and bonds as at 31 March 2021:
| In thousands of Polish Zlotys (PLN) | Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
|---|---|---|---|---|---|---|---|
| Bonds loans series R | PLN | Wibor + 2.85% | 2021 | 47,859 | 517 | (30) | 48,346 |
| Bonds loans series T | PLN | Wibor + 3.50% | 2022 | 50,000 | 739 | (190) | 50,549 |
| Bonds loans series U(1) | PLN | Wibor + 3.50% | 2023 | 27,469 | 167 | (295) | 27,341 |
| Bonds loans series V(2) | PLN | Wibor + 4.30% | 2024 | 100,000 | - | (1,405) | 98,595 |
| Total | 225,328 | 1,423 | (1,920) | 224,831 |
1) The series U bonds are subject to mandatory depreciation at the end of the 6th interest period (and 31 January 2022, respectively) by reducing the nominal value of each Bond each time in the amount of PLN 150 for each bond.
2) The series V bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2023 and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2024.
Note 13 – Bond loans
Borrowings and bonds as at 31 December 2020:
| In thousands of Polish Zlotys (PLN) | Currency | Nominal interest rate |
Year of maturity |
Capital | Accrued interest |
Charges and fees |
Carrying value |
|---|---|---|---|---|---|---|---|
| Bonds loans series R | PLN | Wibor + 2.85% | 2021 | 47,859 | 151 | (81) | 47,929 |
| Bonds loans series T | PLN | Wibor + 3.50% | 2022 | 50,000 | 277 | (233) | 50,045 |
| Bonds loans series U(1) | PLN | Wibor + 3.50% | 2023 | 32,317 | 512 | (334) | 32,495 |
| Bonds loans series V(2) | PLN | Wibor + 4.30% | 2024 | 100,000 | 1,124 | (1,521) | 99,604 |
| Total | 230,176 | 2,065 | (2,168) | 230,072 |
1) The series U bonds are subject to mandatory depreciation at the end of the 4th and the 6th interest period (on 31 January 2021 and 31 January 2022, respectively) by reducing the nominal value of each Bond each time in the amount of PLN 150 for each bond.
2) The series V bonds are subject to repayment in 2 tranches 40% (PLN 40 million) of the amount together with accumulated interest to be repaid by October 2023 and the remaining amount of 60% (PLN 60 million) together with accumulated interest to be paid by April 2024.
The series V and T bonds are not secured. The series R bonds are secured with a joint mortgage established by the subsidiaries of the Company up to PLN 75,000 thousand (the ratio must be higher than 125% pledged assets to secured bonds). The series U bonds should be secured with a joint mortgage of up to PLN 48,476 thousand (the ratio must be higher than 150% pledged assets to secured bonds).
As at 31 March 2021 and as at 31 December 2020 the Company did not breach any bonds loan covenants, which will expose the Company for risk of obligatory and immediate repayment of any loan.
Financial ratio covenants for series R:
Based on the conditions of bonds R in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 80% on the Check Date.
The table presenting the Net Indebtedness Ratio as at the end of the Reporting period and as at 31 December 2020:
| As at 31 March 2021 |
As at 31 December 2020 | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Loans and borrowings | 224,831 | 230,072 |
| Guarantees | - | - |
| Interest bearing liabilities | 1,698 | 8,482 |
| Less cash on individual escrow accounts(1) | (22,452) | (14,239) |
| Less Cash and cash equivalents | (118,528) | (135,099) |
| Net Debt | 85,549 | 89,216 |
| Equity | 387,306 | 379,817 |
| Ratio | 22.1% | 23.5% |
| Max Ratio | 80.0% | 80.0% |
1) Base on the bonds covenants for calculation of net debt to equity the amount that shall be taken for calculating the % related to amounts in escrow account shall not be higher than PLN 40 million.
Note 13 – Bond loans
Financial ratio covenants for series T, U, V:
Based on the conditions of bonds T, U and V in each reporting period the Company shall test the ratio of Net debt to Equity (hereinafter "Net Indebtedness Ratio"). The Ratio shall not exceed 80% on the Check Date.
The table presenting the Net Indebtedness Ratio as at the end of the Reporting period:
| As at 31 March | As at 31 December 2020 | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 2021 | |
| Loans and borrowings | 224,831 | 230,072 |
| Guarantees | - | - |
| Interest bearing liabilities | 1,698 | 8,482 |
| Less cash on individual escrow accounts | (22,452) | (14,239) |
| Less Cash and cash equivalents | (118,528) | (135,099) |
| Net Debt | 85,549 | 89,216 |
| Equity | 387,306 | 379,817 |
| Ratio | 22.1% | 23.5% |
| Max Ratio | 80.0% | 80.0% |
Other covenants:
Based on the conditions of bonds R, T , U and V transactions with related-parties (shareholders holding more than 25% of the shares in the Company "within the meaning of IAS 24" or with related parties "including with entities controlling the Company whether jointly or individually, whether directly or indirectly or with their subsidiaries which are not members of the Group) shall not exceed the aggregate amount of PLN 1.0 million during any given calendar year. During the three months ended 31 March 2021, the consulting fees related to A. Luzon Group amounted to PLN 210 thousand.
Impact of the implementation of IFRS 16 on financial ratios in bond covenants:
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 (including, in order to ensure consistency of those calculations, for the purpose of calculation of Inventory for the purpose of Net Debt to Inventory Ratio under T&C of bonds S).
For additional information about IFRS 16 see Note 11.
Notes to the Interim Condensed Consolidated Financial Statements
Note 14 – Bank loans
As at 31 March 2021 and 31 December 2020 there were no used credit lines and bank loans by the Group.
On 30 March 2021 the Company signed agreements for bank loans for Miasto Moje V project in amount up to PLN 35.3 million and for Ursus Centralny Ib in amount up to PLN 26.7 million. As at 31 March 2021 and as at 31 December 2020 the Company did not utilized any amounts from abovementioned loans.
For additional information about unutilized credit loans see Note 20.
Note 15 – Income tax
| For the period ended | 3 months ended 31 March 2021 |
3 months ended 31 March 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Current tax expense | ||
| Current period | 1,355 | 252 |
| Taxes in respect of previous periods | (163) | - |
| Total current tax expense | 1,191 | 252 |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | 3,104 | 10,458 |
| Tax losses utilized/(recognized) | (2,384) | (2,675) |
| Total deferred tax (benefit)/expense | 720 | 7,783 |
| Total income tax expense | 1,911 | 8,035 |
Note 16 – Deferred tax assets and liabilities
Movements in Deferred tax assets and liabilities during the three months ended 31 March 2021 were as follows:
| Recognized in the | ||||
|---|---|---|---|---|
| Opening balance 1 |
statement of comprehensive |
Closing balance 31 | ||
| In thousands of Polish Zlotys (PLN) | January 2021 | income | March 2021 | |
| Deferred tax assets | ||||
| Tax loss carry forward | 3,491 | 2,384 | 5,875 | |
| Accrued interest | 4,560 | (2,362) | 2,198 | |
| Accrued expense | 719 | 38 | 757 | |
| Write-down on work in progress | 1,602 | 254 | 1,856 | |
| Other* | 3,668 | - | 3,668 | |
| Total deferred tax assets | 14,040 | 314 | 14,354 | |
| Deferred tax liabilities | ||||
| Difference between tax and accounting revenue | ||||
| recognition | 4,212 | 694 | 4,906 | |
| Difference between tax base and carrying value of capitalized finance costs on inventory |
8,573 | (504) | 8,069 | |
| Accrued interest | 166 | 22 | 188 | |
| Fair value gain on investment property | 1,031 | - | 1,031 | |
| Other | 582 | 822 | 1,404 | |
| Total deferred tax liabilities | 14,564 | 1,034 | 15,598 | |
| Total deferred tax benefit (see Note 15) | 720 | |||
| Deferred tax assets | 14,040 | 14,354 | ||
| Deferred tax liabilities | 14,564 | 15,598 | ||
| Offset of deferred tax assets and liabilities for | ||||
| individual companies | (5,003) | (5,083) | ||
| Deferred tax assets reported | ||||
| in the statement of financial position | 9,037 | 9,271 | ||
| Deferred tax liabilities reported | ||||
| in the statement of financial position | 9,562 | 10,516 |
* Including deferred tax asset from contributions.
Notes to the Interim Condensed Consolidated Financial Statements
Note 17 – Advances received
Payments from customers on account of the purchase of apartments and parking spaces are recorded as deferred income until the time that they are delivered to the buyer and are recognised in the income statement as "sales revenue". This balance sheet item is closely dependent over time on the relationship between the sales rate (which as it increases, increases this item) and the deliveries rate (which as it decreases, decreases this item).
| In thousands of Polish Zlotys (PLN) | As at 31 March 2021 |
As at 31 December 2020 |
|---|---|---|
| Deferred income related to the payments received from customers for the purchase of products, not yet included as income in the income statement |
||
| Opening balance | 219,645 | 254,970 |
| - increase (advances received) | 110,190 | 364,932 |
| - decrease (revenue recognized) | (92,552) | (400,256) |
| Total advances received | 237,283 | 219,645 |
| Other (deferred income)* | 4,522 | 4,622 |
| Total | 241,805 | 224,267 |
* deferred income due to issued invoices for delivered apartments but not fully paid as at 31 December 2020 and 31 March 2021.
Note 18 - Sales revenue and cost of sales
| For the 3 months ended 31 March | 2021 | 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Unaudited) / (unreviewed) |
(Unaudited) / (unreviewed) |
| Sales revenue | ||
| Revenue from residential projects | 92,552 | 166,976 |
| Revenue from sale of services | 240 | 251 |
| Total sales revenue | 92,792 | 167,227 |
| Cost of sales | ||
| Cost of finished goods sold | (77,719) | (121,380) |
| Inventory write down/ net reversal to the net realisable value | 2,200 | - |
| Total cost of sales | (75,519) | (121,380) |
| Gross profit on sales | 17,273 | 45,847 |
| Gross profit on sales % | 19% | 27% |
Note 19 – Impairment losses and provisions
During the three months ended 31 March 2021, as a result of Net Realizable Value (NRV) analyses and reviews, a write-down adjustment for some of the Company's inventory was reversed in the amount of 2,604 thousand, while for some other Company's residential landbank the impairment was made in the amount of PLN 18.4 thousand. During three months ended 31 March 2020 there were no reversal, neither creation of the impairment on inventory.
Note 20 – Commitments and contingencies
(i) Investment commitments:
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 2021 |
As at 31 March 2021 (Reviewed/ Unaudited) |
Contracted amount as at 31 December 2020 |
As at 31 December 2020 (Audited) |
| Karmar S.A. | 139,855 | 87,634 | 116,351 | 48,297 |
| Hochtief polska S.A. | - | - | 105,857 | 37 |
| Mostostal Warszawa S.A. | 16,700 | 8,657 | 37,636 | 11,478 |
| Danya Cebus Poland Sp. z o.o. | 96,011 | 58,702 | 130,211 | 77,254 |
| Glif Sp. z o. o. | - | - | 11,515 | 1,643 |
| EBUD - Przemysłówka Sp. z o.o. | 25,362 | 11,506 | 13,008 | 1,945 |
| Erbud S.A. | 27,457 | 1,202 | 27,457 | 3,300 |
| Total | 305,386 | 167,701 | 442,035 | 143,954 |
(ii) Unutilized construction loans:
The table below presents the list of the construction loan facilities, which the Group arranged for in conjunction with entering into loan agreements with the banks in order to secure financing of the construction and other outstanding costs of the ongoing projects. The amounts presented in the table below include the unutilized part of the construction loans available to the Group:
| As at | As at | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | 31 March 2021 | 31 December 2020 |
| Nova Królikarnia 2C (Wrocław 2016) | - | 20,725 |
| Miasto Moje V | 35,300 | - |
| Ursus Centralny 1b | 26,700 | - |
| Total exluding JV | 62,000 | 20,725 |
| Wilanów Tulip | 19,748 | 28,324 |
| Total including JV | 81,748 | 49,049 |
Note 20 – Commitments and contingencies
(iv) Contracted proceeds not yet received:
The table below presents amounts to be received from the customers having bought apartments from the Group and which are based on the value of the sale and purchase agreements signed with the clients until 31 March 2021 after deduction of payments received at the reporting date (such payments being presented in the Interim Consolidated Statement of Financial Position as Advances received):
| As at 31 March 2021 | As at 31 December 2020 | |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Reviewed/Unaudited) | (Audited) |
| Panoramika V | 1,392 | 874 |
| Panoramika VI | 15,613 | 10,814 |
| Vitalia III | 6,534 | 9,809 |
| Grunwald2 | 5,645 | 5,979 |
| Miasto Moje I & II | - | 27 |
| Miasto Moje III | 4,253 | 3,230 |
| Miasto Moje IV | 27,966 | 22,694 |
| Miasto Moje V | 27,817 | 13,870 |
| Ursus Centralny Ia | 7,556 | 14,509 |
| Ursus Centralny IIa | 55,622 | 50,569 |
| Ursus Centralny Ib | 29,995 | 13,059 |
| Ursus Centralny IIb | 548 | - |
| Miasto Marina | - | 620 |
| City Link III | 7,946 | 6,371 |
| Nowe Warzymice I | 8,657 | 6,787 |
| Nowe Warzymice II | 6,767 | - |
| Nova Królikarnia 2c | 8,035 | 9,577 |
| Nova Królikarnia 3b | 1,971 | 5,992 |
| Nova Królikarnia 3a | 9,387 | 8,097 |
| Nova Królikarnia 3c | 7,090 | 10,426 |
| Viva Jagodno I | 22,801 | 14,786 |
| Other (old) projects | 3,279 | 3,126 |
| Total | 258,877 | 211,215 |
Note 21 – Risk management
The Company's and the Group's business activities are significantly affected by global developments, and in particular by their impact on the Polish economy as well as due to the COVID 19 effect on the Polish market. The most important macroeconomic factors are the level of development of the Polish economy, the level of interest rates in Poland, the performance of banks and their ability to provide financing to developers and their customers as well as the ability of other financial institutions to invest in corporate bonds.
In terms of risks specific for the sector, in which the Group operates, a potential increase in construction costs and the challenge of securing lands for reasonable prices and the significant impact of increased costs and land prices on the margins of new phases and projects, a prolongation of administrative procedures and an increasing competition in the market are considered to be the most significant uncertainties for the financial period ending 31 March 2021.
Construction cost risk and nonperformance by General contractors
The Group's activities expose it to a variety of construction costs risks such as construction cost increase risk, row material cost increase, shortage of qualified workforce, increase in labor costs and delay in obtaining the necessary permits to start construction . The Interim Condensed Consolidated Financial Statements do not include all risk management information and disclosures related to the above subject required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 37). There have been no changes in the risk management measurements performed by the Company since year end.
(i) Financial risk factors
The Group's activities expose it to a variety of financial risks such as credit risk and liquidity risk. The Interim Condensed Consolidated Financial Statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 37). There have been no changes in the risk management measurements performed by the Company since year end or in any risk management policies.
(ii) Liquidity risk
Compared to year end, there was no material change in the contractual undiscounted cash outflows for financial liabilities, except for the assumption of new loans and redemption of existing loans during the three months ended 31 March 2021 as described in Notes 13 and 14.
(iii) Fair value estimation
The Investment property is valued at fair value determined by an independent appraiser.
During the three months ended 31 March 2021 there were no significant changes in the business or economic circumstances that affect the fair value of the group's financial assets, investment property and financial liabilities.
(iv) Interest rate risk
The Group did not enter into any fixed-rate borrowings transaction except the deferred trade payables. The Group's variable-rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Short-term receivables and payables are not exposed to interest rate risk.
Note 21 – Risk management
Covid 19
In spite the fact that the Company managed its operational activity during the year 2020 and the beginning of 2021 without significant effect of the Covid 19 outbreak, the Company believes that the pandemic is still effecting the Polish market and will continue effecting it for quite some time.
As a result The Management Board will continue monitoring the situation on an on-going basis, and adopt further actions, if necessary, in order to reduce as much as it is possible the effect of the COVID-19 on the company operations and strategy. There have been no changes in the risk management measurments perfomed by the Company since year end for further understanding the risk factors identified by the Company related to COVID 19, please refer to the Group's Annual Consolidated Financial Statements for the year ended 31 December 2020 (Note 36 and Note 40).
Note 22 – Related party transactions
There were no transactions and balances with related parties during the three months ended 31 March 2021other than described below, remuneration of Management Board, loans granted to related parties, the reimbursement of audit review costs and an consulting agreement with major (indirect) shareholder, A. Luzon Group, for total monthly amount of PLN 70 thousand and covering travels and out of pocket expenses incurred in connection with rendering services.
All these transactions were already disclosed in the Group's Consolidated Financial Statements for the year ended 31 December 2020.
Note 23 – Investment in joint ventures
Share of profit/(loss) of joint venture
| In thousands of Polish Zlotys (PLN) | As at 31 March 2021 |
As at 31 December 2020 |
|---|---|---|
| Loans granted | 11,746 | 11,634 |
| Share in net equity value of joint ventures | (1,856) | (1,693) |
| The Company's carrying amount of the investment | 9,890 | 9,941 |
| Presented as Loans granted to joint ventures (current | ||
| assets) | (1,276) | (1,039) |
| Investment in joint ventures | 8,614 | 8,902 |
Share of profit/(loss) from joint ventures comprise the Company's shares in four entities where the Group is holding 50% shares and voting rights in each of those entities: Ronson IS Sp. z o.o. and Ronson IS Sp. z o.o. Sp.k. which are running the first two stages of the City Link, as well as Coralchief Sp. z o.o. and Coralchief Sp. z o.o. – Projekt 1 Sp.k. which are running the Wilanów Tulip project.
Note 23 – Investment in joint ventures
Loans granted to joint venture
| In thousands of Polish Zlotys (PLN) | As at 31 March 2021 |
As at 31 December 2020 |
|---|---|---|
| Opening balance | 11,634 | 13,166 |
| Loans granted | - | 1,126 |
| Loans repaid | - | (3,107) |
| Accrued interest | 112 | 595 |
| Interest paid | (146) | |
| Total closing balance | 11,746 | 11,634 |
| Offset of the negative result from joint venture during the period | - |
| Total closing balance | 11,746 | 11,634 |
|---|---|---|
As at 31 March 2021, from the total amount of loans granted to joint ventures (amounting in total to PLN 11,746 thousand) loans in the aggregate amount of PLN 1,276 thousand are maturing no later than 31 March 2022. The short term loans granted to joint ventures cannot be regarded as a part of the investment in joint ventures and are presented in the Interim Condensed Consolidated Statement of the Financial Statement under current assets as Loans granted to joint ventures. The loans granted to joint venture were bear a variable rate of WIBOR 3M plus 4% margin.
Note 24 – Other events during the period
Commencements of new projects in three months ended 31 March 2021
| Project name | Location | Number of units | Area of units (m2 ) |
|---|---|---|---|
| Ursus Centralny IIb | Warsaw | 206 | 11,500 |
| Viva Jagodno IIa | Wrocław | 154 | 8,600 |
| Total | 360 | 20,100 |
Completions of projects in three months ended 31 March 2021
| Project name | Location | Occupancy permit date |
Number of units | Area of units (m2 ) |
|---|---|---|---|---|
| Nova Królikarnia 3b | Warsaw | 16 February 2021 | 23 | 2,270 |
| Vitalia III | Wrocław | 2 March 2021 | 81 | 6,790 |
| Ursus Ia | Warsaw | 23 March 2021 | 138 | 7,542 |
| Total | 242 | 16,602 |
Purchase of land
On 27 January 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursus district. The price of the Property was established at PLN 1,500 net per PUM however not higher than PLN 150 million. According to initial evaluation it shall be feasible to construct on the Property a complex of multi-family residential buildings with underground car parks, commercial areas on the ground floors and the necessary infrastructure with a total area of 100 thousand m2 . The conclusion of the final agreement will take place only upon fulfillment of conditions precedent, including conducting by the Company satisfactory due diligence process of the Property and after such a change in the purpose and permitted use of the Property to enable the development project to be carried out on it, as described above. The parties also reserved the right to withdraw from the Agreement by either party if the PUM is lower than 90 thousand m2 . The conclusion of the final agreement shall take place not later than 31 December 2027. The Company paid PLN 10.0 million deposit to the notary.
Note 24 – Other events during the period
Purchase of land
On 11 February 2021 entered into final agreements concerning the purchase of the ownership rights of a plot of land located in Poznań, at Smardzewska street, with an area of c.a. 17,000 m2 . The final price was net PLN 26 million and is fully paid.
On 18 February 2021 the Company (via its subsidiary) entered into a final agreement concerning the purchase of two plots of land located in Warsaw, Białołęka district, with an area of c.a 3.9 thousands m2 as part of the Company's purchase plan for the whole project in Epopei street. The price of the property was established in the level of PLN 3.7 million net. The amount was paid in total on the date of signing the agreement. As at 31 March 2021 the Company paid also PLN 7.5 million advances and PLN 2.7 million to a notary account for other plots being part of the purchase.
On 3 March 2021 the Company (via its subsidiary) entered into preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Ursynów district, with an area of c.a. 2.4 thousand m2 . The price of the property was established at PLN 15.9 million net. According to the Company's initial evaluation it shall be feasible to construct on the property a multifamily residential building with underground car parks, commercial areas and the necessary infrastructure with a total usable area of approx. 5.7 thousand m2 .
Share buyback program
The table below presents the Treasury shares owned by the Company as at 31 March 2021 and 31 December 2020:
| For the 3 months ended 31 March 2021 |
For the 12 months ended 31 December 2020 |
||
|---|---|---|---|
| Number of shares | 164,010,813 | 164,010,813 | |
| Share Capital | 12,503,000 | 12,503,000 | |
| Treasury shares | 1,567,954 | 1,489,235.00 | |
| Value of treasury shares | (1,726,536) | (1,613,110) | |
| % of total shares | 0.96% | 0.91% |
For more information about the Share buyback program please refer to Note 23 in the Annual Consolidated Financial Statements ended 31 December 2020.
Conclusion of a material agreement for General contractors
On the 11 February 2020 the Company (via its subsidiary) executed an option to mandate Karmar S.A. (the General contractor) with the execution of stage IIa and IIb of Viva Jagodno investment. Project Viva Jagodno II consists of residential building (226 units) with three above-ground parts connected by a common underground part. The fee for the General contractor under this agreement will amount to PLN 52.0 million.
Building permits
On 5 February 2021 the Company obtained a legally valid building permit for Viva Jagodno III in Wrocław comprising of 58 units with an aggregated floor space of 3,100 m2.
On 1 March 2021, the Company has obtained a legally valid building permit for Grunwaldzka project in Poznan comprising of 72 units with an aggregated floor space of 3,300 m2.
On 2 March 2021, the Company has obtained a legally valid building permit for Ursus Centralny IIb project comprising of 206 units with an aggregated floor space of 11,800 m2 and for Ursus Centralny IIc project comprising of 195 units with an aggregated floor space of 11,100 m2.
Note 25 – Subsequent events
Bonds
On 15 April 2021 the Company issued 100,000 series W non-secured bonds with a nominal value and issue price of PLN 1.0 thousand per bond and an aggregate nominal value and issue price of PLN 100 million. The bonds shall be redeemed through the payment in 2 instalments: at the end of the 7th interest period, on 15 October 2024 (redeeming 40% of the nominal value) and the second on 15 April 2025 by redeeming the remaining part of the nominal value.
Together with issuance of series W bonds the Company:
- purchased for redemption series R bonds with a nominal value of PLN 10,000,000 from the bondholders who purchased the bonds for at least the same amount. In addition the Company paid interest accrued on those bonds until the date of the transaction,
- purchased for redemption series U bonds with a nominal value of PLN 2,247,400 from the bondholders who purchased the bonds for at least the same amount. These transactions were settled without cash (by set-off), except for accrued interest on those bonds until the date of the transaction, which were paid by the Company.
Purchase of land
On 1 April 2021, the Company (via its subsidiary) withdraw from the conditional preliminary agreement concerning the purchase of the perpetual usufruct right of a plot of land located in Warsaw, Wola district signed on 14 August 2020. The withdrawal was due to negative due diligence process of the Property.
On 9 April 2021, the Company (via its subsidiary) entered into a final agreement concerning the purchase of one plot of land located in Warsaw, Białołęka district, with an area of c.a 2.0 thousands m2 as part of the Company's purchase plan for the whole project in Epopei street. The price of the property was established in the level of PLN 2.7 million net and was fully paid at the date of signing the agreement.
Nova Królikarnia 3a – occupancy permit
On 27 April 2021, the Company has obtained a legally valid occupancy permit for Nova Krolikarnia 3a property development in Warsaw.
___________________ ___________________
___________________ ___________________
The Management Board
Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales and Marketing Director
Anna Rzeczkowska Person responsible for financial statements preparation
Warsaw, 12 May 2021
_________________
Interim Condensed Company Statement of Financial Positions
| As at 31 March 2021 | As at 31 December 2020 | |||
|---|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed/Unaudited) | (Audited) | |
| Assets | ||||
| Intangible fixed assets | 34 | 39 | ||
| Investment in subsidiaries | 6 | 444,713 | 435,874 | |
| Loan granted to subsidiaries | 7 | 147,720 | 160,040 | |
| Deferred tax assets | 11 | - | ||
| Total non-current assets | 592,478 | 595,953 | ||
| Trade and other receivables and prepayments | 91 | 88 | ||
| Receivable from subsidiaries | 1,935 | 3,699 | ||
| Loan granted to subsidiaries | 7 | - | 307 | |
| Cash and cash equivalents | 22,176 | 27,152 | ||
| Total current assets | 24,202 | 31,246 | ||
| Total assets | 616,680 | 627,199 | ||
| Equity | ||||
| Shareholders' equity | 12 | |||
| Share capital | 12,503 | 12,503 | ||
| Share premium reserve | 150,278 | 157,905 | ||
| Treasury shares | (1,732) | (1,613) | ||
| Retained earnings | 226,257 | 211,022 | ||
| Total shareholders' equity | 387,306 | 379,817 | ||
| Liabilities | ||||
| Long-term liabilities | ||||
| Bond loans | 8 | 170,732 | 175,382 | |
| Loans from subsidiaries | 3,801 | 12,270 | ||
| Deferred tax liabilities | - | 61 | ||
| Total long-term liabilities | 174,533 | 187,712 | ||
| Current liabilities | ||||
| Bond loans | 52,676 | 52,625 | ||
| Other payables - accrued interests on bonds | 8 | 1,423 | 2,065 | |
| Loans from subsidiaries | 8 | - | 3,309 | |
| Trade and other payables and accrued expenses | 742 | 1,670 | ||
| Total current liabilities | 54,841 | 59,670 | ||
| Total liabilities | 229,374 | 247,382 | ||
| Total shareholders' equity and liabilities | 616,680 | 627,199 |
The notes included on pages 51 to 55 are an integral part of these interim condensed company financial statements
Interim Condensed Company Financial Statements for the three months ended 31 March 2021 Interim Condensed Company Statement of Comprehensive Income
| For the 3 months ended 31 March | 2021 | 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | (Reviewed) / (unaudited) |
(Reviewed) / (unaudited) |
| Revenues from consulting services | 986 | 1,876 | |
| General and administrative expense | (1,106) | (1,164) | |
| Other revenues/(expenses) | 3 | - | |
| Operating profit | (117) | 712 | |
| Result from subsidiaries after taxation | 6 | 8,839 | 29,578 |
| Operating profit after result from subsidiaries | 8,722 | 30,290 | |
| Finance income | 1,538 | 1,625 | |
| Finance expense | (2,724) | (2,620) | |
| Net finance income/(expense) | 9 | (1,186) | (995) |
| Profit/(loss) before taxation | 7,536 | 29,295 | |
| Income tax benefit/(expense) | 10 | 72 | 93 |
| Profit for the period | 7,608 | 29,388 | |
| Other comprehensive income | - | - | |
| Total comprehensive income/(expense) for the period, net | |||
| of tax | 7,608 | 29,388 | |
| Weighted average number of ordinary shares (basic and | |||
| diluted) | 162,451,847 | 163,285,842 | |
| In Polish Zlotys (PLN) | |||
| Net earnings/(loss) per share attributable to the equity | |||
| holders of the parent (basic and diluted) | 0.047 | 0.180 |
The notes included on pages 51 to 55 are an integral part of these interim condensed company financial statements
Interim Condensed Company Financial Statements for the three months ended 31 March 2021 Interim Condensed Company Statement of Changes in Equity
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2021 | 12,503 | 157,905 | (1,613) | 211,022 | 379,817 |
| Net profit for the period ended 31 March 2021 |
- | - | - | 7,608 | 7,608 |
| Repurchase of own shares | - | - | (119) | - | (119) |
| Reclassification of 2019 net result from Share premium to retained earnings |
- | (7,627) | - | 7,627 | - |
| Balance at 31 March 2021 | 12,503 | 150,278 | (1,732) | 226,257 | 387,306 |
| In thousands of Polish Zlotys (PLN) | Share capital |
Share premium |
Treasury shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2020 | 12,503 | 150,278 | (580) | 188,293 | 350,494 |
| Net profit for the period ended 31 March 2020 |
- | - | - | 29,388 | 29,388 |
| Repurchase of own shares | - | - | (50) | - | (50) |
| Balance at 31 March 2020 | 12,503 | 150,278 | (630) | 217,681 | 379,832 |
Interim Condensed Company Financial Statements for the three months ended 31 March 2021 Interim Condensed Company Statement of Cash Flows
| For the 3 months period ended 31 March | 2021 | 2020 | |
|---|---|---|---|
| In thousands of Polish Zlotys (PLN) | Note | ||
| Cash flows from operating activities | |||
| Profit for the year | 7,608 | 29,388 | |
| Adjustments to reconcile profit for the period to net cash (used in)/from operating activities: |
|||
| Finance income | 9 | (1,538) | (1,625) |
| Finance expense | 9 | 2,724 | 2,620 |
| Income tax expense | 10 | (61) | (93) |
| Net results subsidiaries during the year | 6 | (8,839) | (29,578) |
| Subtotal | (106) | 712 | |
| Decrease/(increase) in trade and other receivables and prepayments | (10) | (6) | |
| Decrease/(increase) in receivable from subsidiaries | 1,764 | 652 | |
| Increase/(decrease) in trade and other payable and accrued expense | (928) | (179) | |
| Subtotal | 720 | 1,179 | |
| Interest paid | (6,295) | (1,679) | |
| Interest received | 7 | 2,160 | 6 |
| Net cash used in operating activities | (3,414) | (494) | |
| Cash flows from investing activities | |||
| Loans granted to subsidiaries, net of issue cost | 7 | (1,000) | (5,000) |
| Repayment of loans granted to subsidiaries | 7 | 13,006 | - |
| Net cash used in investing activities | 12,006 | (5,000) | |
| Cash flows from financing activities | |||
| Treasury shares | (119) | (50) | |
| Repayment of loans from subsidiaries/Loans received from subsidiaries | (8,601) | 14,800 | |
| Repayment of bond loans | 8 | (4,848) | (10,000) |
| Net cash from financing activities | (13,568) | 4,750 | |
| Net change in cash and cash equivalents | (4,976) | (744) | |
| Cash and cash equivalents at 1 January | 27,152 | 7,173 | |
| Cash and cash equivalents at the end of the period | 22,176 | 6,429 |
The notes included on pages 51 to 55 are an integral part of these interim condensed company financial statements
Notes to the Interim Condensed Company Financial Statements
Note 1 – General
Ronson Development SE ('the Company'), formerly named Ronson Europe N.V., is an European Company with its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE) and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to Poland.
The Company (together with its subsidiaries, 'the Group') is active in the development and sale of residential units, primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. For information about companies in the Group which financial data are included in the Interim Condensed Consolidated Financial Statements reference is made to Note 7 in the Interim Condensed Consolidated Financial Statements.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly available information, as at 31 March 2021, 66.06% of the shares are controlled by Amos Luzon Development and Energy Group Ltd. ('A. Luzon Group') and 0.96% of the shares are held by the Company. The remaining 32.98% of the outstanding shares are held by other investors including Nationale Nederlanden Otwarty Fundusz Emerytalny and Metlife Otwarty Fundusz Emerytalny. The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the Company. It shall be noted that as at 31 March 2021, the Company held 1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
Note 2 – Basis of preparation of Interim Condensed Company Statements
These Interim Condensed Company Financial Statements of Ronson Development SE have been prepared in accordance with IAS 34 (concerning the preparation of interim financial statements). The Interim Condensed Company Financial Statements do not include all the information and disclosures required in annual financial statements prepared in accordance with the IFRS and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2020, which have been prepared in conformity with IFRS. At the date of authorization of these Interim Condensed Company Financial Statements, the IFRSs applied by the Company are not different from the IFRSs endorsed by the European Union. IFRSs comprise standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
The Interim Condensed Company Financial Statements of Ronson Development SE have been prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these financial statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.
These Interim Condensed Company Financial Statements of Ronson Development SE were approved by the Management Board for publication on 12 May 2021 in both English and Polish languages, while the Polish version is binding.
For additional information about significant accounting policy and the influence of the new accounting standard, see note 3 of the Interim Condensed Consolidated Financial Statements.
Notes to the Interim Condensed Company Financial Statements
Note 3 – The use of estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.
In preparing these Interim Condensed Company Financial Statements, the significant judgments made by the Management Board in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the Consolidated Financial Statements for the year ended 31 December 2020.
Note 4 – Functional and reporting currency
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.
Note 5 – Seasonality
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.
Note 6 – Investment in subsidiaries
The subsidiaries of the Company are valued with equity methods.
The table below presents the movement in investment in subsidiaries during the three months ended 31 March 2021 and during the year ended 31 December 2020:
| The movements in investment in subsidiaries are as follows: | As at 31 March 2021 |
As at 31 December 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | (Reviewed/Unaudited) | (Audited) |
| Balance at beginning of the period | 435,874 | 419,835 |
| Investments in subsidiaries | - | 1,000 |
| Net result subsidiaries during the period | 8,839 | 40,775 |
| Change of presentation | - | 9,000 |
| Dividend from subsidiary | - | (34,736) |
| Balance at end of the period | 444,713 | 435,874 |
The Company holds and owns (directly and indirectly) 82 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 2020 amounted PLN 29,578 thousand.
Notes to the Interim Condensed Company Financial Statements
Note 7 – Loans granted to subsidiaries
The table below presents movements in loans granted to subsidiaries held directly and indirectly by the Company during the three months ended 31 March 2021and during the year ended 31 December 2020:
| As at 31 March 2021 |
As at 31 December 2020 |
|
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/ Unaudited) | (Audited) |
| Opening balance | 160,347 | 113,829 |
| Loans granted | 1,000 | 79,354 |
| Loans repayment during the year | (13,006) | (27,956) |
| Change of presentation | - | (9,000) |
| Amortization of charges and fees | - | 88 |
| Accrued interest | 1,538 | 6,297 |
| Repayment of interest | (2,159) | (2,265) |
| Total closing balance | 147,720 | 160,347 |
| Closing balance includes: | ||
| Current liabilities | - | 307 |
| Non-current liabilities | 147,720 | 160,040 |
| Total closing balance | 147,720 | 160,347 |
The loans are not secured.
All new loans granted are at the similar conditions to those presented in the Company Financial Statements for the year ended 31 December 2020 (more information see Note 10).
Note 8 – Bonds loans
The table below presents the movement in Bond loans during the three months ended 31 March 2021 and during the year ended 31 December 2020:
| As at 31 March 2021 | As at 31 December 2020 | |
|---|---|---|
| In thousands of Polish Zloty (PLN) | (Reviewed/Unaudited) | (Audited) |
| Opening balance | 230,072 | 187,969 |
| Repayment of bond loans | (4,848) | (57,142) |
| Proceeds from bond loans | - | 100,000 |
| Issue cost | - | (1,636) |
| Issue cost amortization | 248 | 783 |
| Accrued interest | (2,890) | 8,429 |
| Interest repayment | 2,248 | (8,331) |
| Total closing balance | 224,831 | 230,072 |
| Closing balance includes: | ||
| Current liabilities | 54,099 | 54,690 |
| Non-current liabilities | 170,732 | 175,382 |
| Total Closing balance | 224,831 | 230,072 |
For information about bond covenants, reference is made to Note 13 to the Interim Condensed Consolidated Financial Statements.
Notes to the Interim Condensed Company Financial Statements
Note 9 – Finance costs and income
| For the year ended 31 March | 2021 | 2020 |
|---|---|---|
| In thousands of Polish Zlotys (PLN) | ||
| Interests and fees on granted loans to subsidiaries | 1,538 | 1,620 |
| Interest income on bank deposits | - | 5 |
| Other | - | - |
| Finance income | 1,538 | 1,625 |
| Interest expense on bonds measured at amortized cost | (2,248) | (2,335) |
| Interests and fees on received loans from subsidiaries | (132) | (96) |
| Foreign exchange loss | - | - |
| Commissions and fees | (290) | (189) |
| Other | (54) | - |
| Finance expense | (2,724) | (2,620) |
| Net finance income | (1,186) | (995) |
| Note 10 – Income tax For the 3 months period ended 31 March |
2021 | 2020 |
| In thousands of Polish Zlotys (PLN) | ||
| Current tax expense/(benefit) | ||
| Current period | - | - |
| Taxes in respect of previous periods | 392 | - |
| Total current tax expense | 392 | - |
| Deferred tax expense/(benefit) | ||
| Origination and reversal of temporary differences | (243) | 122 |
| Expense/(benefit) of tax losses recognized | (221) | (215) |
| Total deferred tax expense/(benefit) | (464) | (93) |
| Total income tax expense/(benefit) | (72) | (93) |
Note 11 – Related parties transactions
There were no transactions and balances with related parties during the three months ended 31 March 2021 other than the described below, the remuneration of the Management Board, loans granted to related parties, the reimbursement of audit review costs and the consulting agreement with A. Luzon Group, the major (indirect) shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All transactions with related parties were performed based on market conditions.
Note 12 – Equity
Repurchase of own shares
The table below presents the Treasury shares owned by the Company as at 31 March 2021 and 31 December 2020:
| For the 3 months ended 31 March |
For the 12 months ended 31 December |
|
|---|---|---|
| 2021 | 2020 | |
| Number of shares | 164,010,813 | 164,010,813 |
| Share Capital | 12,503,000 | 12,503,000 |
| Treasury shares | 1,567,954 | 1,489,235.00 |
| Value of treasury shares | (1,726,536) | (1,613,110) |
| % of total shares | 0.96% | 0.91% |
For information regarding the Buyback shares program please refer to Note 11 of the Financial Statements for the year ended 31 December 2020.
Note 13 – Subsequent events
For further subsequent events, reference is made to Note 25 to the Interim Condensed Consolidated Financial Statements.
The Management Board
___________________ ___________________ Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
Andrzej Gutowski Alon Haver Vicepresident of the Management Board, Member of the Management Board Sales and Marketing Director
___________________ ___________________
Anna Rzeczkowska Person responsible for financial statements preparation
Warsaw, 12 May 2021
________________