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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
Prepared in accordance
with International Financial Reporting Standards
as adopted by European Union
2
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Table of contents
Approval of the Consolidated Financial Statements 4
Consolidated Income Statement 5
Consolidated Statement of Comprehensive Income 6
Consolidated Balance Sheet 7
Consolidated Cash Flow Statement 9
Consolidated Statement of Changes in Equity 11
Notes to the Consolidated Financial Statements 13
General information 13
1. The Parent Company 13
2. Composition of the Management Board of the Company 13
3. Composition of the Supervisory Board of the Company 13
4. Basis of preparation of the consolidated financial statements 14
5. Group structure 15
Principles applied in the preparation of financial statements 22
6. Accounting and consolidation policies 22
7. Determination of fair values 38
Explanatory notes 39
9. Revenue 39
10. Operating costs 39
11. Gain/(loss) on investment activities, net 40
12. Finance costs, net 40
13. Income tax 41
14. EBITDA (unaudited) 43
15. Basic and diluted earnings per share 44
16. Property, plant and equipment 45
17. Goodwill 47
18. Brands 47
19. Impairment test (including goodwill and intangible assets with indefinite useful life) 49
20. Customer relationships and other intangible assets 50
21. Right-of-use assets 54
22. Programming assets 56
23. Deferred distribution fees 56
24. Non-current trade receivables and other non-current assets 57
25. Inventories 57
26. Trade and other receivables 58
27. Other current assets 59
28. Cash and cash equivalents 59
29. Equity 60
3
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
30. Hedge valuation reserve 61
31. Loans and borrowings 63
32. Issued bonds 63
33. Lease liabilities 64
34. Group as a lessor 64
35. UMTS license liabilities 65
36. Other non-current liabilities and provisions 65
37. Trade and other payables 66
Other notes 67
38. Acquisition of subsidiaries 67
39. Investment in associates 79
40. Financial instruments 81
41. Capital management 98
42. Operating segments 99
43. Barter transactions 102
44. Transactions with related parties 103
45. Contingent liabilities 105
46. Remuneration of the Management Board 108
47. Remuneration of the Supervisory Board 108
48. Important agreements and events 109
49. Events subsequent to the reporting date 117
50. Other disclosures 118
51. Judgments, financial estimates and assumptions 119
Financial results for the 3 months ended 31 December 2021 and 31 December 2020 124
52. Consolidated Income Statement 124
53. Consolidated Statement of Comprehensive Income 124
54. Revenue 125
55. Operating costs 125
56. Gain/(loss) on investment activities, net 126
57. Finance costs, net 126
4
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Approval of the Consolidated Financial Statements
On 23 March 2022, the Management Board of Cyfrowy Polsat S.A. approved the consolidated financial statements of Cyfrowy Polsat S.A. Capital Group prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which include:
Consolidated Income Statement for the period
from 1 January 2021 to 31 December 2021 showing a net profit for the period of:
PLN 4,414.5
Consolidated Statement of Comprehensive Income for the period
from 1 January 2021 to 31 December 2021 showing a total comprehensive income for the period of:
PLN 4,445.0
Consolidated Balance Sheet as at
31 December 2021 showing total assets and total equity and liabilities of:
PLN 32,237.0
Consolidated Cash Flow Statement for the period
from 1 January 2021 to 31 December 2021 showing a net increase in cash and cash equivalents amounting to:
PLN 2,279.3
Consolidated Statement of Changes in Equity for the period
from 1 January 2021 to 31 December 2021 showing an increase in equity of:
PLN 958.4
Notes to the Consolidated Financial Statements
The consolidated financial statements have been prepared in million of Polish zloty (‘PLN’) except where otherwise indicated.
Mirosław Błaszczyk
Maciej
Stec
Jacek Felczykowski
Aneta
Jaskólska
President of the
Management Board
Vice-President of the
Management Board
Member of the
Management Board
Member of the
Management Board
Agnieszka Odorowicz
Katarzyna
Ostap-Tomann
Member of the
Management Board
Member of the
Management Board
Warsaw, 23 March 2022
5
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Income Statement
for the year ended
Note
31 December 2021
31 December 2020
Continuing operations
Revenue
9
12,444.0
11,962.9
Operating costs
10
( 10,305.5 )
( 10,073.8 )
Gain on disposal of a subsidiary
3,680.6
-
Other operating income/(cost), net
( 22.7 )
( 2.9 )
Profit from operating activities
5,796.4
1,886.2
Gain/(loss) on investment activities, net
11
( 26.9 )
( 113.1 )
Finance costs, net
12
( 178.8 )
( 333.0 )
Share of the profit/(loss) of associates accounted for using the equity method
75.4
2.0
Gross profit for the period
5,666.1
1,442.1
Income tax
13
( 1,251.6 )
( 295.9 )
Net profit for the period
4,414.5
1,146.2
Net profit attributable to equity holders of the Parent
4,408.8
1,141.6
Net profit attributable to non-controlling interest
5.7
4.6
Basic and diluted earnings per share (in PLN)
15
6.95
1.79
6
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Comprehensive Income
for the year ended
31 December 2021
31 December 2020
Net profit for the period
4,414.5
1,146.2
Items that may not be reclassified subsequently to profit or loss:
Actuarial (loss)/gain
2.3
( 0.5 )
Items that may be reclassified subsequently to profit or loss:
Valuation of hedging instruments
17.3
( 8.1 )
Share of other comprehensive income of associates
10.9
21.2
Other comprehensive income/(loss), net of tax
30.5
12.6
Total comprehensive income for the period
4,445.0
1,158.8
Total comprehensive income attributable to equity holders of the Parent
4,439.3
1,154.3
Total comprehensive income attributable to non- controlling interest
5.7
4.5
7
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Balance Sheet - Assets
Note
31 December 2021
31 December 2020
Reception equipment
16
284.0
293.4
Other property, plant and equipment
16
3,326.9
5,391.0
Goodwill
17
10,802.0
11,808.4
Customer relationships
20
1,005.7
1,412.7
Brands
18
2,069.6
2,031.7
Other intangible assets
20
2,374.1
2,616.4
Right-of-use assets
21
696.5
1,519.4
Non-current programming assets
22
739.4
282.5
Investment property
28.4
50.0
Non-current deferred distribution fees
23
73.5
93.5
Non-current trade receivables
24
777.1
832.0
Other non-current assets, includes:
24
1,902.3
1,283.6
shares in associates accounted for using the equity method
1,764.4
1,257.8
derivative instruments
40
23.0
0.4
Deferred tax assets
13
80.2
223.2
Total non-current assets
24,159.7
27,837.8
Current programming assets
22
630.6
413.2
Contract assets
418.0
537.7
Inventories
25
595.7
299.4
Trade and other receivables
26
2,450.3
2,390.4
Income tax receivable
4.5
9.0
Current deferred distribution fees
23
226.8
222.4
Other current assets, includes:
27
107.1
39.3
derivative instruments
40
60.9
2.0
Cash and cash equivalents
28
3,632.4
1,355.4
Restricted cash
28
11.9
10.4
Total current assets
8,077.3
5,277.2
Total assets
32,237.0
33,115.0
8
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Balance Sheet - Equity and Liabilities
Note
31 December 2021
31 December 2020
Share capital
29
25.6
25.6
Share premium
29
7,174.0
7,174.0
Share of other comprehensive income of associates
32.1
21.2
Other reserves
29
2,801.3
99.7
Retained earnings
7,823.6
7,112.3
Treasury shares
29
( 2,461.0 )
-
Equity attributable to equity holders of the Parent
15,395.6
14,432.8
Non-controlling interests
( 11.0 )
( 6.6 )
Total equity
15,384.6
14,426.2
Loans and borrowings
31
7,671.8
8,887.8
Issued bonds
32
1,942.1
1,959.2
Lease liabilities
33
497.5
1,140.5
UMTS license liabilities
35
-
136.7
Deferred tax liabilities
13
794.9
902.1
Other non-current liabilities and provisions, includes:
36
319.8
388.1
derivative instruments
-
16.8
Total non-current liabilities
11,226.1
13,414.4
Loans and borrowings
31
1,072.7
753.0
Issued bonds
32
66.4
38.7
Lease liabilities
33
201.1
432.5
UMTS license liabilities
35
139.9
126.7
Contract liabilities
650.8
675.6
Trade and other payables, includes:
37
2,531.2
2,155.3
derivative instruments
-
39.2
Liabilities to shareholders of the Parent Company related to dividend
-
415.7
Liabilities due to tender offer for shares in Netia S.A. (1)
48
-
548.0
Income tax liability
964.2
128.9
Total current liabilities
5,626.3
5,274.4
Total liabilities
16,852.4
18,688.8
Total equity and liabilities
32,237.0
33,115.0
(1) The announcement of the tender offer for Netia’s shares dated 23 December 2020 resulted in a financial liability for the Group resulting from the put option, defined as the Netia’s share price in the tender offer (PLN 4.80 (not in millions)) and the number of shares in the tender offer (114,173,459 shares (not in millions)). Subscriptions for 84,868 shares (not in millions) were accepted in the tender offer until 26 February 2021. As a result, on 8 March 2021, the financial liability in the amount of PLN 547.6 was derecognized from the balance sheet. See note 48.
9
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Cash Flow Statement
for the year ended
Note
31 December 2021
31 December 2020
Net profit
4,414.5
1,146.2
Adjustments for:
( 724.8 )
2,651.7
Depreciation, amortization, impairment and liquidation
11
1,903.2
2,305.7
Payments for film licenses and sports rights
( 645.0 )
( 511.9 )
Amortization of film licenses and sports rights
558.8
519.6
Interest expense
299.4
364.8
Change in inventories
( 295.4 )
13.2
Change in receivables and other assets
( 25.7 )
119.3
Change in liabilities and provisions
( 55.0 )
( 401.3 )
Change in contract assets
119.7
101.0
Change in contract liabilities
( 30.6 )
( 37.5 )
Foreign exchange (gains)/losses, net
( 1.9 )
45.8
Income tax
1,251.6
295.9
Net additions of reception equipment
( 110.0 )
( 147.1 )
Share of the (profit)/loss of associates accounted for using the equity method
( 75.4 )
( 2.0 )
Gain on disposal of subsidiaries
( 3,680.6 )
-
Cumulative catch-up resulting from modification of the loan agreement
-
( 44.8 )
Other adjustments
62.1
31.0
Cash from operating activities
3,689.7
3,797.9
Income tax paid
( 463.0 )
( 552.9 )
Interest received from operating activities
7.6
6.7
Net cash from operating activities
3,234.3
3,251.7
Acquisition of property, plant and equipment
( 924.1 )
( 1,006.4 )
Acquisition of intangible assets
( 234.7 )
( 211.5 )
Concessions payments
( 159.4 )
( 126.8 )
Acquisition of subsidiaries, net of cash acquired
38
( 946.4 )
( 479.2 )
Acquisition of shares in associates
39
( 500.0 )
( 11.4 )
Proceeds from disposal of subsidiaries
7,111.9
-
Proceeds from sale of property, plant and equipment
5.7
8.4
Investment funds outflows
-
( 30.0 )
Investment funds inflows
-
30.0
Loans granted
( 64.9 )
( 13.0 )
Acquisition of bonds
( 27.8 )
( 8.3 )
Bonds redemption with interest
8.6
1.4
Dividends received from associate
59.2
57.2
Other inflows/outflows
( 0.2 )
3.3
Net cash from/(used) in investing activities
4,327.9
( 1,786.3 )
10
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
for the year ended
Note
31 December 2021
31 December 2020
Bonds issue (Series C Bonds)
32
-
1,000.0
Loans and borrowings inflows
31
1,665.0
35.0
Repayment of loans and borrowings
31
( 2,682.8 )
( 857.9 )
Payment of interest on loans, borrowings, bonds, and commissions (1)
( 213.3 )
( 315.3 )
Payment of lease liabilities
33
( 335.4 )
( 399.2 )
Payment of interest on lease liabilities
33
( 32.4 )
( 46.0 )
Dividend payment
( 1,186.2 )
( 232.5 )
Acquisition of treasury shares (2)
48
( 2,464.0 )
-
Other outflows
( 33.8 )
( 40.1 )
Net cash used in financing activities
( 5,282.9 )
( 856.0 )
Net increase in cash and cash equivalents
2,279.3
609.4
Cash and cash equivalents at the beginning of the period
1,365.8 (3)
753.1 (4)
Effect of exchange rate fluctuations on cash and cash equivalents
( 0.8 )
3.3
Cash and cash equivalents at the end of the period
3,644.3 (5)
1,365.8 (3)
(1) Includes impact of derivative instruments and amount paid for costs related to the new financing
(3) Includes amount paid for costs related to acquisition of treasury shares
(3) Includes restricted cash amounting to PLN 10.4
(4) Includes restricted cash amounting to PLN 9.6
(5) Includes restricted cash amounting to PLN 11.9
11
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
Share capital
Share premium
Share of other comprehensive income of associates
Other reserves
Retained earnings (1)
Treasury shares
Equity attributable to equity holders of the Parent
Non- controlling interests
Total
equity
Balance as at 1 January 2021
25.6
7,174.0
21.2
99.7
7,112.3
-
14,432.8
( 6.6 )
14,426.2
Dividend approved and share of profits
-
-
-
-
( 767.5 )
-
( 767.5 )
( 6.0 )
( 773.5 )
Acquisition of treasury shares
-
-
-
( 15.0 )
-
( 2,461.0 )
( 2,476.0 )
-
( 2,476.0 )
Reserve capital for treasury shares purchase program
-
-
-
2,930.0
( 2,930.0 )
-
-
-
-
Put option valuation
-
-
-
( 106.7 )
-
-
( 106.7 )
654.7
548.0
Acquisition of subsidiary (see note 38)
-
-
-
( 126.3 )
-
-
( 126.3 )
( 658.8 )
( 785.1 )
Total comprehensive income
-
-
10.9
19.6
4,408.8
-
4,439.3
5.7
4,445.0
Hedge valuation reserve
-
-
-
17.3
-
-
17.3
-
17.3
Share of other comprehensive income of associates
-
-
10.9
-
-
-
10.9
-
10.9
Actuarial profit/(loss)
-
-
-
2.3
-
-
2.3
-
2.3
Net profit for the period
-
-
-
-
4,408.8
-
4,408.8
5.7
4,414.5
Balance as at 31 December 2021
25.6
7,174.0
32.1
2,801.3
7,823.6
( 2,461.0 )
15,395.6
( 11.0 )
15,384.6
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. As at 31 December 2021 the capital excluded from distribution amounts to PLN 8.5.
12
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
Share capital
Share premium
Share of other comprehensive income of associates
Other reserves
Retained earnings (1)
Equity attributable to equity holders of the Parent
Non- controlling interests
Total
equity
Balance as at 1 January 2020
25.6
7,174.0
-
1.5
6,610.2
13,811.3
653.2
14,464.5
Dividend approved and share of profits
-
-
-
-
( 639.5 )
( 639.5 )
( 10.2 )
( 649.7 )
Put option valuation
-
-
-
106.7
-
106.7
( 654.7 )
( 548.0 )
Acquisition of subsidiaries
-
-
-
-
-
-
0.6
0.6
Total comprehensive income
-
-
21.2
( 8.5 )
1,141.6
1,154.3
4.5
1,158.8
Hedge valuation reserve
-
-
-
( 8.1 )
-
( 8.1 )
-
( 8.1 )
Share of other comprehensive income of associates
-
-
21.2
-
-
21.2
-
21.2
Actuarial profit/(loss)
-
-
-
( 0.4 )
-
( 0.4 )
( 0.1 )
( 0.5 )
Net profit for the period
-
-
-
-
1,141.6
1,141.6
4.6
1,146.2
Balance as at 31 December 2020
25.6
7,174.0
21.2
99.7
7,112.3
14,432.8
( 6.6 )
14,426.2
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. As at 31 December 2020 the capital excluded from distribution amounts to PLN 8.5.
13
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Notes to the Consolidated Financial Statements for the year ended 31 December 2021
General information
Name of reporting entity or other means of identification:
Cyfrowy Polsat S.A.
Domicile of entity:
Poland
Legal form of entity:
joint stock company
Country of incorporation:
Poland
Address of entity's registered office:
Łubinowa 4a, 03-878 Warsaw
Principal place of business:
Poland
Name of parent entity:
Cyfrowy Polsat S.A.
Name of ultimate parent of group:
Cyfrowy Polsat S.A.
1. The Parent Company
Cyfrowy Polsat S.A. (‘the Company’, ‘Cyfrowy Polsat’, ‘the Parent Company’, ‘the Parent’) was incorporated in Poland as a joint stock company. The Company’s shares are traded on the Warsaw Stock Exchange. The Parent Company’s registered office is located at 4a, Łubinowa Street in Warsaw .
The Parent operates in Poland as a provider of a paid digital satellite platform under the name of ‘Cyfrowy Polsat’ and paid digital terrestrial television as well as telecommunication services provider.
The Company was incorporated under the Notary Deed dated 30 October 1996.
These interim condensed consolidated financial statements comprise the Parent and its subsidiaries (‘the Group’) and joint ventures. The Group operates in two segments:
• B2C and B2B services which relates to the provision of services to the general public, including digital television transmission signal, Internet access services, mobile TV services, online TV services, mobile services, production of set-top boxes,
• media which consist mainly of production, acquisition and broadcasting of information and entertainment programs as well as TV series and feature films broadcasted on television channels in Poland.
2. Composition of the Management Board of the Company
• Mirosław Błaszczyk President of the Management Board,
• Maciej Stec Vice-President of the Management Board,
• Jacek Felczykowski Member of the Management Board,
• Aneta Jaskólska Member of the Management Board,
• Agnieszka Odorowicz Member of the Management Board,
• Katarzyna Ostap-Tomann Member of the Management Board.
3. Composition of the Supervisory Board of the Company
Composition of the Supervisory Board from 24 June 2021:
• Zygmunt Solorz Chairman of the Supervisory Board,
• Marek Kapuściński Vice-Chairman of the Supervisory Board,
14
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• Józef Birka Member of the Supervisory Board,
• Jarosław Grzesiak Member of the Supervisory Board,
• Marek Grzybowski Member of the Supervisory Board,
• Alojzy Nowak Member of the Supervisory Board,
• Tobias Solorz Member of the Supervisory Board,
• Tomasz Szeląg Member of the Supervisory Board,
• Piotr Żak Member of the Supervisory Board.
Composition of the Supervisory Board to 24 June 2021:
• Marek Kapuściński Chairman of the Supervisory Board,
• Józef Birka Member of the Supervisory Board,
• Marek Grzybowski Member of the Supervisory Board,
• Robert Gwiazdowski Member of the Supervisory Board,
• Aleksander Myszka Member of the Supervisory Board,
• Leszek Reksa Member of the Supervisory Board,
• Tomasz Szeląg Member of the Supervisory Board,
• Paweł Ziółkowski Member of the Supervisory Board,
• Piotr Żak Member of the Supervisory Board.
4. Basis of preparation of the consolidated financial statements
Statement of compliance
These consolidated financial statements for the year ended 31 December 2021 have been prepared in accordance with the International Financial Reporting Standards as adopted by the EU (IFRS EU). The Group applied the same accounting policies in the preparation of the financial data for the year ended 31 December 2021 and the consolidated financial statements for the year 2020, presented in the consolidated annual report, except for the EU-endorsed standards and interpretations which are effective for the reporting periods beginning on or after 1 January 2021.
During the year ended 31 December 2021 the following become effective:
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2
• Amendments to IFRS 16 - updating the approach to COVID-19-related rent exemptions.
Amendments and interpretations that apply for the first time in 2021 do not have a material impact on the consolidated financial statements of the Group.
Standards published but not yet effective:
• Amendments to IFRS 3 Business Combinations,
• Amendments to IAS 16 Property, Plant and Equipment,
• Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets,
• Annual Improvements 2018-2020 – the amendments contain explanations and clarify the guidelines for recognition and measurement: IFRS 1 "Adoption of International Financial Reporting Standards for the first time," IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and examples to illustrate IFRS 16 "Leases",
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current,
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Board Guidelines - Disclosure of Accounting policies,
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates,
15
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction,
The Group has not early adopted the new or amended standards in preparing these consolidated financial statements.
The Group is currently analyzing the impact of the published standards that have not entered into force and believes that, apart from additional disclosures, they should not have a significant impact on the consolidated financial statements.
Impact of the Interest Rate Benchmark Reform – Stage 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
The benchmark reform involves changing the way certain rates are quoted. From 1 January 2022, some reference rates will not be quoted and will be replaced with other rates. WIBOR and EURIBOR rates are still considered reference rates.
In the Group’s opinion, the reform of the interest rate benchmark (IBOR) does not have a significant impact on the consolidated financial statements for 2021.
5. Group structure
These consolidated financial statements for the year ended 31 December 2021 include the following entities:
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Parent Company:
Cyfrowy Polsat S.A.
Łubinowa 4a,
03-878 Warsaw
radio, TV and telecommunication activities
n/d
n/d
Subsidiaries accounted for using full method:
Telewizja Polsat
Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
television broadcasting and production
100%
100%
Polsat Media Biuro Reklamy Sp. z o.o. Sp. k.
Ostrobramska 77,
04-175 Warsaw
media
100%
100%
Polsat License Ltd.
Alte Landstrasse 17, 8863 Buttikon, Switzerland
media
100%
100%
Polsat Media Biuro Reklamy Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
media
100%
100%
Towerlink Poland Sp. z o.o. (formerly Polkomtel Infrastruktura Sp. z o.o.)
Konstruktorska 4,
02-673 Warsaw
telecommunication activities
(h)
100%
Polsat Investments Ltd. (formerly Polsat Brands AG) (g)
3, Krinou Agios Athanasios, 4103
Limassol, Cyprus
media
100%
100%
16
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Subsidiaries accounted for using full method (cont.):
Polsat Ltd.
238A King Street,
W6 0RF London,
United Kingdom
media
100%
100%
Muzo.fm Sp. z o.o.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
media
100%
100%
INFO-TV-FM Sp. z o.o.
Łubinowa 4a,
03-878 Warsaw
radio and TV activities
100%
100%
CPSPV1 Sp. z o.o.
Łubinowa 4a, 03-878 Warsaw
technical services
100%
100%
CPSPV2 Sp. z o.o.
Łubinowa 4a,
03-878 Warsaw
technical services
100%
100%
Polkomtel Sp. z o.o. (o)
Konstruktorska 4, 02-673 Warsaw
telecommunication activities
100%
100%
Liberty Poland S.A. (e)
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
telecommunication activities
100%
100%
Polkomtel Business Development Sp. z o.o.
Konstruktorska 4, 02-673 Warsaw
other activities supporting financial services, gaseous fuels trading activities
100%
100%
TM Rental Sp. z o.o.
Konstruktorska 4, 02-673 Warsaw
intelectual property rights rental
100%
100%
Orsen Holding Ltd.
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
100%
100%
Orsen Ltd.
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
100%
100%
Dwa Sp. z o.o.
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
holding activities
100%
100%
Interphone Service Sp. z o.o.
Inwestorów 8,
39-300 Mielec
production of set- top boxes
100%
100%
Teleaudio Dwa Sp. z o.o. Sp.k.
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
call center and premium rate services
100%
100%
17
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Subsidiaries accounted for using full method (cont.):
IB 1 FIZAN
Mokotowska 49,
00-542 Warsaw
financial activities
*
*
Aero 2 Sp. z o.o. (o)
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
telecommunication activities
-
100%
Sferia S.A.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
telecommunication activities
51%
51%
Altalog Sp. z o.o.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
software
66%
66%
Plus Flota Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
management and rental services
100%
100%
Music TV Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
media
100%
100%
Lemon Records Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
media
100%
100%
Coltex ST Sp. z o.o. (e)
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
telecommunication activities
-
100%
Netia S.A. (c)
Poleczki 13,
02-822 Warsaw
telecommunication activities
99.999%
65.98%
Netia 2 Sp. z o.o. (c)
Poleczki 13,
02-822 Warsaw
telecommunication activities
99.999%
65.98%
TK Telekom Sp. z o.o. (c)
Kijowska 10/12A,
03-743 Warsaw
telecommunication activities
99.999%
65.98%
Petrotel Sp. z o.o. (c)
Chemików 7,
09-411 Płock
telecommunication activities
99.999%
65.98%
Eleven Sports Network Sp. z o.o.
Plac Europejski 2,
00-844 Warsaw
media
99.99%
99.99%
Superstacja Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
media
100%
100%
Netshare Media Group Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
advertising activities
100%
100%
TVO Sp. z o.o. (d)
Kielecka 5,
81-303 Gdynia
retail sales
75.96%
75.96%
Pure Omni Wework Sp. z o.o. Sp.k. (d)
Kielecka 5,
81-303 Gdynia
retail sales
-
75.96%
Wework Sp. z o.o. (d)
Kielecka 5,
81-303 Gdynia
administrative services
-
75.96%
18
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Subsidiaries accounted for using full method (cont.):
MESE Sp. z o.o.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
movie and TV production
(n)
100%
ISTS Sp. z o.o. (c)
Bociana 4a/68a,
31-231 Cracow
wired communication
99.999%
65.98%
Plus Finanse Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
other monetary intermediation
100%
100%
Plus Pay Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
monetary intermediation
100%
100%
Esoleo Sp. z o.o.
Al. Wyścigowa 6,
02-681 Warsaw
technical services
51.25%
51.25%
Alledo Express Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
rental services
51.25%
51.25%
Alledo Parts Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
wholesale
26.14%
26.14%
Alledo Parts Sp. z o.o. Sp.k.
Broniwoja 3/85,
02-655 Warsaw
wholesale
26.40%
26.40%
Alledo Setup Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
technical services
51.25%
51.25%
Alledo Setup Sp. z o.o. Sp.k.
Broniwoja 3/85,
02-655 Warsaw
technical services
51.25%
51.25%
IST Sp. z o.o. (c)
Księcia Janusza I 3,
18-400 Łomża
wired communication
99.999%
65.98%
Grupa Interia.pl Sp. z o.o.
Os. Teatralne 9a,
31-946 Cracow
holding activities
100%
100%
Grupa Interia.pl Media
Sp. z o.o. Sp.k.
Os. Teatralne 9a,
31-946 Cracow
web portals activities
100%
100%
Grupa Interia.pl
Sp. z o.o. Sp.k.
Os. Teatralne 9a,
31-946 Cracow
web portals activities
100%
100%
Mobiem Polska Sp. z o.o.
Fabryczna 5a,
00-446 Warsaw
holding activities
100%
100%
Mobiem Polska
Sp. z o.o. Sp.k.
Fabryczna 5a,
00-446 Warsaw
advertising activities
100%
100%
TV Spektrum Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
media
100%
100%
19
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Subsidiaries accounted for using full method (cont.):
Polot Media Sp. z o.o. (formerly Tako Media Sp. z o.o.) (a)
Ludwika
Solskiego 55,
52-401 Wroclaw
consulting
60%
60%
Polot Media Sp. z o.o. Sp.k. (formerly Tako Media Sp. z o.o. Sp.k.) (b)
Ludwika
Solskiego 55,
52-401 Wroclaw
movie and TV production
60%
60%
BCAST Sp. z o.o.
Rakowiecka 41/21,
02-521 Warsaw
telecommunication activities
70.02%
70.02%
Polsat Talenty Sp. z o.o. (f)
Ostrobramska 77,
04-175 Warsaw
cooperation with artists and presenters
100%
-
Premium Mobile Sp. z o.o. (i)
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
telecommunication activities
100%
-
Visignio Sp. z o.o. (i)
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
sales network management
100%
-
Saveadvisor
Sp. z o.o. (i)
Warszawska 18,
35-205 Rzeszów
call center services
100%
-
Mobi Dealer
Sp. z o.o. (i)
Warszawska 18,
35-205 Rzeszów
sales network management
100%
-
CKS Ossa Sp. z o. o. (formerly TMS Ossa Sp. z o.o.) (j)
Al. Stanów Zjednoczonych 61,
04-028 Warsaw
hotel activities
100%
-
Ossa Medical Center Sp. z o. o. (formerly Horest, Hotel pod Żaglami Sp. z o o.) (k)
Al. Stanów Zjednoczonych 61,
04-028 Warsaw
hospital activities
100%
-
Logitus Sp. z o.o. (l)
Orzechowa 5,
80-175 Gdańsk
wired communication
99.999%
-
Stork 5 Sp. z o.o. (m)
Łubinowa 4A,
03-878 Warsaw
holding activities
100%
-
Swan 5 Sp. z o.o. (m)
Łubinowa 4A,
03-878 Warsaw
agricultural activities
100%
-
* Cyfrowy Polsat S.A. indirectly holds 100% of certificates.
(a) On 2 February 2021 company’s name change from Tako Media Sp. z o.o. to Polot Media Sp. z o.o. was registered.
(b) On 18 February 2021 company’s name change from Tako Media Sp. z o.o. to Polot Media Spółka z ograniczoną odpowiedzialnością Sp. k. was registered.
(c) On 8 March 2021 Cyfrowy Polsat acquired 0.0253% shares of Netia. On 23 April 2021 acquired approx. 3.40% shares. On 19 May 2021 acquired 0.02% shares. On 23 June 2021 acquired another 4.87% shares. On 6 July 2021 acquired approx. 23.54% shares. On 6 August 2021 acquired additional 2.18% of shares of Netia. Consequently, Cyfrowy Polsat held 99.999% of the company’s share capital as at 31 December 2021.
(d) On 19 March 2021 merger of TVO Sp. z o.o. with Pure Omni Wework Sp. z o.o. Sp.k. and Wework Sp. z o.o. was registered. The company remaining is TVO Sp. z o.o.
(e) On 30 April 2021 merger of Liberty Poland S.A with Coltex ST Sp. z o.o. was registered. The company remaining is Liberty Poland S.A.
(f) On 18 May 2021 Polsat Talenty Sp. z o.o. was registered by the court.
20
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
(g) On 9 June 2021 company’s name change from Polsat Brands AG to Polsat Investments Ltd. was registered.
(h) On 8 July 2021 Cyfrowy Polsat sold 74.98% shares, while Polkomtel sold 25.01% shares of Polkomtel Infrastruktura Sp. z o.o.. After closing of the transaction Polkomtel retains approx. 0.01% shares of Polkomtel Infrastruktura Sp. z o.o.. On 12 July 2021 company’s name change from Polkomtel Infrastruktura Sp. z o.o. to Towerlink Poland Sp. z o. o. was registered.
(i) On 2 July 2021 Polkomtel acquired 28.01% shares in Premium Mobile Sp. z o.o.. On 9 July 2021 Polkomtel Sp. z o.o. acquired additional 53.69% shares. After closing of the transaction Polkomtel and Aero2 jointly held 100% shares in Premium Mobile Sp. z o. o. and its subsidiaries.
(j) On 6 August 2021 Polkomtel acquired 100% shares in TMS Ossa Sp. z o.o. On 15 December 2021 company’s name change from TMS Ossa Sp. z o.o. to CKS Ossa Sp. z o.o. was registered.
(k) On 6 August 2021 Polkomtel acquired 100% shares in Horest, Hotel pod Żaglami Sp. z o.o. On 17 December 2021 company’s name change from Horest, Hotel Pod Żaglami Sp. z o.o. to Ossa Medical Center Sp. z o.o. was registered.
(l) On 29 July 2021 Netia acquired 100% shares in Logitus Sp. z o. o. gaining control over Logitus Sp. z o.o. and its subsidiary, Market Software Sp. z o.o.. On 2 December 2021 merger of Logitus Sp. z o.o. with Market Software Sp. z o.o. was registered. The company remaining is Logitus Sp. z o.o.
(m) On 24 November 2021 Cyfrowy Polsat acquired 100% shares in Stork 5 Sp. z o.o. and its subsidiary, Swan 5 Sp. z o.o.
(n) On 2 November 2021 Cyfrowy Polsat sold 90% shares in Mese Sp. z o.o. Cyfrowy Polsat still holds 10% shares in Mese Sp. z o.o.
(o) On 30 November 2021 merger of Polkomtel Sp. z o.o. with Aero 2 Sp. z o.o. was registered. The company remaining is Polkomtel Sp. z o.o.
Investments accounted for under the equity method:
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Polsat JimJam Ltd.
33 Broadwick Street Soho London W1F 0DQ,
United Kingdom
media
50%
50%
Polski Operator
Telewizyjny Sp. z o.o.
Wiertnicza 159
02-952 Warsaw
technical services
50%
50%
Premium Mobile Sp. z o.o. (c)
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
telecommunication activities
-
24.47%
Vindix S.A.
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
other financial services
46.27%
46.27%
Asseco Poland S.A.
Olchowa 14,
35-322 Rzeszów
software activities
22.95%
22.95%
Modivo S.A. (formerly eObuwie.pl S.A) (a)
Nowy Kisielin-Nowa 9, 66-002
Zielona Góra
retail sales
10%
-
Polsat Boxing Promotion Sp. z o.o. (formerly TMS Kraków Sp. z o. o.) (b)
ul. Ostrobramska 77, 04-175 Warsaw
movie and TV production
24%
-
(a) On 22 June 2021 Cyfrowy Polsat acquired 10% shares of eObuwie.pl S.A. On 21 January 2022 company’s name change to Modivo S.A. was registered.
(b) On 20 April 2021 Telewizja Polsat acquired 24% shares in TMS Kraków. On 28 September 2021 company’s name change from TMS Kraków Sp. z o.o. to Polsat Boxing Promotion Sp. z o.o. was registered.
(c) On 2 July 2021 Polkomtel acquired 28.01% shares in Premium Mobile Sp. z o.o.. On 9 July 2021, Polkomtel acquired another 53.69% shares. After closing of the transaction, Polkomtel and Aero2 jointly held 100% shares in Premium Mobile Sp. z o.o. and its subsidiaries.
21
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Additionally, the following entities were included in these consolidated financial statements for the year ended 31 December 2021:
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2021
31 December 2020
Karpacka Telewizja Kablowa Sp. z o.o. (1)
Warszawska 220,
26-600 Radom
dormant
99%
99%
Polskie Badania Internetu Sp. z o.o.
Al. Jerozolimskie 65/79, 00-697 Warsaw
web portals activities
21.43% (2)
21.43% (2)
InPlus Sp. z o.o. (c)
Wilczyńskiego 25E, 216, 10-686 Olsztyn
infrastructure projects advisory
-
1.5% (3)
Pluszak Sp. z o.o.
Domaniewska 47,
02-672 Warsaw
retail sales
9%
9%
Exion Hydrogen Polskie Elektrolizery Sp. z o.o. (formerly PLCOM
Sp. z o.o.) (a)
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
production of electrical equipment
10%
-
Towerlink Poland Sp. z o. o. (formerly Polkomtel Infrastruktura Sp. z o.o.) (b)
Konstruktorska 4,
02-673 Warsaw
telecommunication activities
0.01%
-
MESE Sp. z o.o. (d)
Al. Stanów Zjednoczonych 61,
04-028 Warsaw
movie and TV production
10%
100%
(1) Investment accounted for at cost less any accumulated impairment losses.
(2) Not included in investments accounted for under the equity method due to immateriality.
(3) Altalog Sp. z o.o. held 1.75% share in voting rights in InPlus Sp. z o.o.
(a) On 23 April 2021 Cyfrowy Polsat acquired 10% shares of PLCOM Sp. z o.o. On 31 May 2021 company’s name change to Exion Hydrogen Polskie Elektrolizery Sp. z o.o. was registered.
(b) On 8 July 2021 Cyfrowy Polsat sold 74.98% shares, while Polkomtel sold 25.01% shares of Polkomtel Infrastruktura Sp. z o.o.. After closing of the transaction Polkomtel retains approx. 0.01% shares of Polkomtel Infrastruktura Sp. z o.o.. On 12 July 2021 company’s name change form Polkomtel Infrastruktura Sp. z o.o. to Towerlink Poland Sp. z o. o. was registered.
(c) On 11 August 2021 Altalog Sp. z o. o. sold all shares held in InPlus Sp. z o. o.
(d) On 2 November 2021 Cyfrowy Polsat sold 90% of shares held in Mese Sp. z o.o.
22
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Principles applied in the preparation of financial statements
6. Accounting and consolidation policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements by all entities within the Group.
a) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments, which are stated at fair value.
b) Going concern
These consolidated financial statements have been prepared assuming that the Group’s entities will continue as a going concern in the foreseeable future, not shorter than 12 months from 31 December 2021.
c) Functional and presentation currency
These consolidated financial statements are presented in the Polish zloty, rounded to million, the Group’s functional currency.
d) Use of estimates and judgments
The preparation of consolidated financial statements in conformity with EU IFRS requires the Management Board to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates and judgments in applying accounting policies is included in note 51.
e) Comparative financial information
Comparative data or data presented in previously published financial statements has been updated, if necessary, in order to reflect presentational changes introduced in the current period. The changes had no impact on previously reported amounts of net income or equity.
f) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Parent. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The financial statements of subsidiaries are prepared for the same period as the financial statements of the Company and using the accounting policies that are consistent with those of the Company for like transactions and events.
Equity transactions between a parent entity and the non-controlling interests are treated as transactions between shareholders, provided that the transactions do not result in a change of control. No gains or losses are recognised in consolidated profit or loss for transactions
23
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
between the parent entity and the non-controlling interest, unless control is lost. Transactions where control is not lost are recorded within equity.
Put options granted in business combinations to holders of non-controlling interest in the subsidiary (ie. obligating the Group to acquire non-controlling interests in particular circumstances in the future for a particular price) give rise to a financial liability recognised in the consolidated balance sheet.
While such put option remains unexercised, at the end of each reporting period the Group determines the amount of non-controlling interest (including share of profit/losses attributable to the non-controlling interest), de-recognises the controlling interest as if was acquired at that balance sheet date and recognises a financial liability measured at present value of the redemption amount. The difference is accounted for as a transaction between a parent entity and the non-controlling interests as described above.
On expiry of an unexercised put option the Group derecognises the financial liability in full and recognises non-controlling interest as if the put option was never granted.
Associates and Joint arrangements
Associates are all entities over which the Group has significant influence but not control or joint control, over the financial and operating policies. This is generally the case where the Group hold between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method.
The Group applies IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in an equity- accounted investment equals or exceeds its interests in the entity (which includes any long term interests that, in substance, form part of the Group’s net investment), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
g) Foreign currency transactions
Foreign currency transactions
Transactions in foreign currencies are translated to the Polish zloty at exchange rates in effect one day prior to the recording of these transactions. Monetary assets and liabilities
24
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
denominated in foreign currencies at the reporting date are translated to Polish zloty at the average exchange rate quoted by the National Bank of Poland (“NBP”) for that date. The foreign currency exchange differences arising on translation of transactions denominated in foreign currencies and from the reporting date retranslation of monetary assets and liabilities denominated in foreign currencies are recognized in profit and loss. Non-monetary assets and liabilities in a foreign currency that are measured in terms of historical cost are translated using the average NBP exchange rate in effect at the date of the initial recognition. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the average NBP foreign exchange rate in effect at the date the fair value was determined.
h) Financial instruments
Non-derivative financial instruments
Financial assets
Financial assets are classified in the following measurement categories depending on the business model in which assets are managed and their cash flow characteristics:
• assets measured at amortised cost - if the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• financial asset measured at fair value through other comprehensive income – if the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• assets measured at fair value through profit or loss - all other financial assets.
Financial assets at initial recognition are measured at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. Trade receivables that do not have a significant financial component are initially measured at their transaction price.
Financial assets measured at amortised cost
Financial assets measured at amortised cost include trade and other receivables, loans granted and cash and cash equivalents. Interest income from these financial assets is calculated using the effective interest rate method and is presented within Gain/(loss) on investment activities, net.
Financial asset measured at fair value through other comprehensive income
Financial asset measured at fair value through other comprehensive income include investments in equity instruments for which at initial recognition Group make an irrevocable election to present in other comprehensive income subsequent changes in their fair value. Gains and losses on these financial assets are never recycled to profit or loss.
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include derivative instruments not designated as hedging instruments. Financial assets classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Gain/(loss) on investment activities, net or Finance costs, net depending on the economic substance of hedged transaction.
25
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
A financial asset is derecognised when the contractual rights to receive cash flows from the asset have expired or the Group has transferred substantially all the risks and rewards of the asset.
Financial liabilities
Financial liabilities include financial liabilities measured at amortised cost and financial liabilities measured at fair value through profit or loss.
Financial liabilities are recognised initially at fair value and, in the case of financial liabilities which are not measured at fair value through profit or loss, net of directly attributable transaction costs.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include loans and borrowings, issued bonds, UMTS license liabilities, trade and other payables and lease liabilities. Interest expense related to these financial liabilities is calculated using the effective interest rate method and is presented within Gain/(loss) on investment activities, net or Finance costs, net.
Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss include derivative instruments not designated as hedging instruments. Financial liabilities classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Gain/(loss) on investment activities, net or Finance costs, net depending on the economic substance of hedged transaction.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.
Accounting policies related to gains and losses on investment activities and finance costs are presented in 6u.
Derivative financial instruments
Hedge accounting
The Group may use derivative financial instruments such as forward currency contracts, foreign exchange call options, interest rate swaps and cross-currency interest rate swaps to hedge its foreign currency and interest rate risks.
For the purpose of hedge accounting, the Group’s hedges are classified as cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Group will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
26
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
For cash flow hedges the effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income in the hedge valuation reserve, while any ineffective portion is recognized immediately in profit or loss.
The amounts recognized within other comprehensive income are transferred from equity to the income statement when the hedged transaction affects profit or loss, such as when the related gain or loss is recognized in Finance costs or when a forecast sale occurs.
Gains and losses from the settlement of derivative instruments that are designated as, and are effective hedging instruments, are presented in the same position as the impact of the hedged item. The derivative instrument is divided into a current portion and a non-current portion only if a reliable allocation can be made.
In accordance with IFRS 9, the Group chose to apply hegde accounting requirements as in IAS 39 instead of those included in IFRS 9.
i) Equity
Ordinary shares
Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.
Preference share capital
Preference share capital is classified as equity, if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity.
Costs attributable to issue and public offering of shares
Costs attributable to a new issue of shares are recognized in equity while costs attributable to a public offering of existing shares are recognized directly in finance costs. These costs relating to both new issue and sale of existing shares are recognized on a pro-rata basis in equity and finance costs.
Share premium
Share premium includes the excess of the issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
In accordance with the provisions of article 396 of the Commercial Companies Code, joint- stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. This capital is excluded from distribution, however, it can be utilised to cover accumulated losses.
j) Property, plant and equipment and investment property
Property, plant and equipment owned by the Group
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes purchase price of the asset and other expenditure that is directly attributable to the acquisition and bringing the asset to a working condition for its intended use, including initial delivery as well as handling and storage costs. The cost of purchased assets is reduced by the amounts of vendor discounts, rebates and other similar reductions received.
The cost of self-constructed assets and assets under construction includes all costs incurred for their construction, installation, adoption, and improvement as well as borrowing costs incurred until the date they are accepted for use (or until the reporting date for an asset not
27
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
yet accepted for use). The above cost also may include, if necessary, the estimated cost of dismantling and removing the asset and restoring the site.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Investment property
Investment property is defined as a property (land, building, or both) held by the Group to earn rentals or for capital appreciation or both.
Investment property is measured initially at cost.
Once recognized all investment property held by the Group are measured using the cost model as set out in IAS 16. This means that the assets are recognized at cost model as presented in Property, plant and equipment owned by the Group above.
Investment property is removed from the balance sheet on disposal or when it is permanently withdrawn from use and no further economic benefits are expected from its disposal.
Subsequent costs
Subsequent cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group and the amount of the cost can be measured reliably. Replaced item is derecognized. Other property, plant and equipment related costs are recognized in profit and loss as incurred.
Depreciation
Depreciation expense is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The following are estimated useful lives of respective group of property, plant and equipment:
Reception equipment
2 or 3 or 5
years
Buildings and structures
2-61
years
Technical equipment and machinery
2-30
years
Vehicles
2-10
years
Other
2-26
years
Depreciation methods, useful lives and residual values of material assets are reviewed at each financial year-end.
Leased assets
Assets used under lease, tenancy, rental or similar contracts which meet lease criteria, are classified separately in the balance sheet as right-of-use assets.
Set-top boxes, modems and routers that are provided to customers under operating lease agreements are recognized within non-current assets (Reception equipment in the balance sheet) and depreciated as described in Depreciation above. The set-top boxes are depreciated over a period that exceeds the period the lease agreements are entered into.
Carrying amounts of reception equipment and other items of property, plant and equipment as well as right-of-use assets may be reduced by impairment losses whenever there is any
28
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
indication that an asset may be impaired and there is uncertainty as to those assets’ revenue generating potential or their future use in the Group’s operations. The accounting policies relating to impairment are presented in note 6n.
Detailed accounting policies related to lease contracts are described in point 6v.
k) Intangible assets
Goodwill
Goodwill represents the excess of the sum of consideration transferred and payable, the amount of non-controlling interest in the acquiree and the fair value as at the date of acquisition of any previously held equity interest in the acquiree over the fair value of the identifiable net assets acquired.
Goodwill is presented at purchase price less accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if possible impairment is indicated. Goodwill is allocated to acquirer’s cash-generating units for the purpose of testing for impairment. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
Customer relationships
Customer relationships acquired as a result of the acquisition of subsidiaries are amortized on a straight-line basis over their useful lives.
Brands
Brands acquired as a result of the acquisition of subsidiaries are amortized on a straight-line basis over their useful lives, except where an indefinite period of use is justified. Brands with an indefinite useful life are tested annually for impairment or more frequently if impairment indicators exist. The estimated useful lives for respective brands are as follows:
• Polsat, TV4, TV6, IPLA and Polo TV (Lemon Records) brands: indefinite useful life,
• Plus brand: 51 lat years (i.e. 2065),
• Netia brand: 10 lat years (i.e. 2028),
• Eleven Sports brand: 15 years (i.e. 2035),
• Interia brand: 30 years (i.e. 2050).
Other intangible assets
The Group capitalises costs of IT software internally generated, including employee-related expenses, directly resulting from generating and preparing an asset to be capable of operating, if the Group is able to measure reliably the expenditure attributable to such development and when it can reliably establish the commencement as well as the completion date of the software development activities.
Other intangible assets acquired by the Group are measured at cost less accumulated amortization and impairment losses.
Subsequent expenditure on existing intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in the profit or loss as incurred.
Amortization expense is based on the cost of an asset less its residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The recoverable amounts of intangible assets which are not yet available for use are measured as at each balance sheet date.
29
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The estimated useful lives for respective intangible assets groups are as follows:
• Computer software: 2-15 years,
• Customer relationships: 3-13 years,
• Concessions: period resulting from an administrative decision,
• Other: 2-7 years.
l) Programming assets
Programming assets comprise acquired formats, licences and copyrights for broadcasting feature films, series, news and shows, capitalized costs of commissioned external productions ordered by the Group, capitalized sports rights and advance payments made (including advance payments for sports rights).
Initial recognition
Programming rights, other than sports rights, are recognized at cost as programming assets when the legally enforceable licence period begins and all of the following conditions have been met:
• the cost of each program is known or reasonably determinable,
• the program material has been accepted by the licensee in accordance with the conditions of the licence agreement,
• the program is available for its first showing.
Capitalized costs of productions include costs of programs ordered by the Group, including productions made based on licences purchased from third parties. Capitalized costs of productions are measured individually for each program at their respective production or acquisition costs, not to exceed their recoverable amounts.
Sports broadcasting rights are recognized at purchased price at the time of TV transmission. Broadcasting rights to seasonal sport events, acquired under long-term contracts (frequently multi-seasonal), are recognized at the relative value determined by internal experts and allocated to each of the sport events’ season as part of the purchased programming package. The Group’s method of recognition of sports broadcasting rights is dependent on the type of sports channel on which the use of these rights is planned:
• sports broadcasting rights for premium sports channels are recognized in relation to all seasons contracted by the Group at the start of the first of them,
• sports broadcasting rights for other channels are recognized separately for each season at the start of each of them.
Advance payments for acquired programming assets, prior to licence begin date, are recognized as prepayments for programming assets.
Signed and binding contracts for purchase of programming, which do not meet recognition criteria for programming assets are not recognized in the balance sheet and are instead disclosed as contractual commitments in the amount of the outstanding contract liability at the reporting date.
Programming assets are classified as non-current or current based on the estimate timing of the broadcast. A programming asset is recognized as current when the expected broadcast falls within 1 year from the reporting date. Sport rights and prepayments for sport rights are classified as current or non-current based on dates of related sport events.
30
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Amortization
Programming assets are amortized using the method reflecting the manner of consuming the economic benefits embodied in the licenses acquired within their estimated useful lives limited by the term of the respective license agreements.
• Feature films and series – amortization starts at the first broadcast. For some assets introduced until 2019, consumption of the economic benefits is measured using a declining balance method according to a standardized rate matrix and depends on the number of showings permitted or planned, primarily as described below:
Feature films
Number of depreciable runs
Rate per run
I
II
III
IV
V
1
100%
2
60%
40%
3
40%
30%
30%
4
35%
25%
25%
15%
5 and more
30%
20%
20%
15%
15%
TV series
Number of depreciable runs
Rate per run
I
II
1
100%
2
80%
20%
In other cases, films and series are amortized on a straight-line based on the number of runs and licence term.
• Feature films and series broadcasted on thematic channels are mainly amortized in four or five runs using the rates of 25% and 20% respectively.
• Sports broadcasting rights - 100% of the right’s value is recognized as an expense in the income statement at the time of the first broadcast, however acquired rights to game seasons or rights to many seasons or a series of competitions are amortized on a straight-line basis over the period between the beginning of the first season and the end of the last season in respect to sports broadcasting rights primarily intended for premium sports channels or over the duration of the season or series of competitions in respect to sports broadcasting rights intended for other channels.
• Commissioned external productions intended for only one run are fully amortized on their first broadcast.
• News programming is fully amortized at its first broadcast.
• General entertainment shows are fully amortized at their first broadcast.
Amortization of programming assets is presented in Content costs line in the operating costs of the income statement.
Impairment
Programming assets are reviewed for impairment at least annually and whenever there is any indication that the carrying amount may not be recoverable. Impairment losses are recognized on each license in case of withdrawal from broadcasting an item in the expected future (resulting from changes in strategic program scheduling, changing audience tastes, media law
31
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
restrictions on the usability of films) or expected future losses anticipated on disposal of the rights.
Impairment write downs on programming assets are recognized as part of the content costs. Impairment of programming assets is reversed if the reason for the original impairment ceases to exist. The reversals are recorded as content cost reductions.
m) Inventories
Inventories are measured at the lower of cost and net realizable value. Cost of acquisition or production cost of inventories is determined by using the weighted average cost method.
The cost of inventories includes expenditure incurred in acquiring the inventories and other costs incurred in making them available for use or sale. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads determined based on normal operating capacity.
Net realisable value is the current market price in the ordinary course of business, less the estimated costs of completion and selling expenses. In the case of set-top boxes, mobile phones, modems and tablets, which under the business model applied by the Group are sold below cost, the loss on the sale is recorded when transferred to the customer.
The Group creates an allowance for slow-moving or obsolete inventories.
n) Impairment of assets
Financial assets measured at amortised cost
The Group measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables and contract assets. The trade receivables are assessed for impairment collectively in groups that share similar credit risk characteristics. The expected credit losses are estimated based on historical pattern for overdue receivables collection adjusted with currently available forward-looking information. The credit risk characteristics of contract assets correspond to the credit risk characteristics of trade receivables for a particular type of contract.
The Group considers financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full.
The Group considers a financial asset to be credit impaired when events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred, including significant financial difficulty of the debtor or a breach of contract, such as a default or past due event.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Non-financial assets
The carrying amounts of non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated by the Group. The recoverable amount of intangible assets which are not yet available for use as well as of goodwill and brands with indefinite useful life is estimated at each reporting date.
An impairment loss is recognized when the carrying amount of an asset or its related cash- generating unit exceeds its estimated recoverable amount. A cash-generating unit represents the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of thereof. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of a cash- generating unit are allocated first to reduce the carrying amount of any goodwill allocated to
32
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
the cash-generating unit (group of units), and then to reduce the carrying amounts of the other assets in the cash-generating unit on a pro rata basis.
The recoverable amount of an asset or a cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In the case of assets that do not generate independent cash inflows, the value in use is estimated for the smallest identifiable cash-generating unit to which the asset belongs.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recorded in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
o) Employee benefits
Defined contribution plan
All Group entities that act as employers have an obligation, under applicable legislation, to collect and remit contributions to the state pension fund. According to IAS 19 Employee Benefits such benefits represent state plans that are classified as defined contribution plans. Therefore, the Group’s obligations for a given period are estimated as the amount of contributions to be remitted for that period.
Defined benefit plan – retirement benefits
The Group entities have an obligation, under applicable legislation, to pay retirement benefits calculated in accordance with the relevant provisions of the Polish labor code. The minimum retirement benefit is as per the labor code provisions at the moment of payment.
The calculation is carried out using the Projected Unit Credit Method. Employee turnover is estimated based on historical experience and expected future employment levels.
Changes in the amount of the retirement benefits liability are recognized in the income statement. Actuarial gains and losses are recognized in the equity, in other comprehensive income in full in the period they originated.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as an expense as the related service is provided.
A liability is recognized for the amount expected to be paid under short-term bonus, if the Group has a present legal or constructive obligation to make such payments as a result of past services provided by the employees and the obligation can be estimated reliably.
p) Provisions
A provision is recognized if, as a result of past event, the Group has a present obligation, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Certain disclosures may not be included in these consolidated financial statements as they relate to sensitive information.
33
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Warranties
A provision for warranties is recognized when the underlying products or goods are sold. The amount of the provision is based on historical warranty data and a weighting of all possible outflows against their associated probabilities.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of fulfilling the contract. Before a provision is established, the Group recognizes any impairment loss on the assets dedicated to that contract.
q) Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events, but its amount cannot be estimated reliably or it is not probable that there will be an outflow of resources embodying economic benefits.
The Group does not recognize a contingent liability, except for contingent liability assumed in a business combination.
Unless the possibility of any outflow in settlement is remote, the Group discloses for each class of contingent liability at the end of the reporting period a brief description of the nature of the contingent liability and, where practicable:
• an estimate of its financial effect,
• an indication of the uncertainties relating to the amount or timing of any outflow and
• the possibility of any reimbursement.
r) Revenue
Revenue is measured at the transaction price representing the gross inflow of economic benefit from Group’s operating activities, net of returns, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists that recovery of the consideration is probable, the associated costs can be estimated reliably and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then such discounts are recognized as a reduction of revenue when it is recognized.
The Group’s main sources of revenue are recognized as follows:
• Retail revenue consists primarily of monthly subscription fees paid by our pay digital television contract customers for programming packages, subscription fees paid by our contract customers for telecommunication services, fees for telecommunication services provided to our contract customers, which are not included in the subscription fee, payments for telecommunication services paid by our prepaid and mix customers, fees for the lease of set-top boxes, activation fees, penalties, and fees for additional services.
Services revenues are recognized in profit and loss in the period when related services are rendered.
Revenues from prepaid mobile telephone services are recognized in profit or loss once the prepaid credit is utilized or forfeited.
Revenue from the rental of reception equipment and activation fees are recognized on a straight-line basis over the minimum base period of the subscription contract.
34
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• Wholesale revenue comprises advertising and sponsorship revenue, revenue from cable and satellite operator fees, revenue from the lease of infrastructure, interconnect revenue, revenue from roaming, revenue from the sale of broadcasting and signal transmission services and revenue from the sale of licenses, sublicenses and property rights and revenue from premium rate services.
Advertising and sponsorship revenue is derived primarily from broadcasting of advertising content and is recognized in the period when the advertising is broadcast. Revenue is recognized in profit or loss in the amount due from customers net of value added tax, taxes on revenue from advertising of alcohol beverages and any rebates granted. Advertising and sponsorship revenue also comprises revenue on commissions on sales of commercial airtime when the Group acts as an agent on behalf of third parties. The commissions are recognized at amounts due from the buyers of advertising airtime or sponsorship services, less of any amounts due to television broadcasters. Revenue from commissions on sales of commercial airtime and from sponsorship is recognized in the consolidated income statement when these services are rendered.
Revenue from charges made to cable and satellite operators includes fees from cable and satellite operators for reemission (rebroadcasting) of programs produced by the Group. Revenue is recognized when the related programs are broadcast.
Services revenues are recognized in profit and loss in the period when related services are rendered, net of any discount given.
• Revenue from sale of equipment is measured at the fair value of the consideration received or receivable, in case of multi-element contracts after the allocation of the transaction price based on the standalone selling price net of discounts, rebates and returns. Revenue from the sale of goods is recognized in profit or loss when control has been transferred to the customer.
• Other revenue is recognized, net of any discount given, when the relevant goods or service are provided.
Other revenue includes primarily revenue from the lease of premises and facilities, revenue from interest on installment plan purchases, revenue from the sale of electric energy and other sales revenue.
The Group’s process for revenue recognition from multi-element contracts (eg. mobile contract and handset) consists of:
• assessment of all goods and services provided to the client under the contract and identifying separate performance obligations in that contract,
• determining and allocating the transaction prices to separate performance obligations in the contract; the allocation is based on the reference to their relative standalone selling prices that could be obtained if the promised goods and services were sold individually in a separate transaction.
s) Distribution fees
Commissions payable to distributors for registering new subscribers and for retention of existing subscribers are recognized over the minimum base period of the subscription agreement and presented in Income Statement in Distribution, marketing, customer relation management and retention costs.
Commissions for distributors which will be settled within 12 months of the reporting date are classified as other current assets, while the commissions, which will be settled more than 12- months after the reporting date, are classified as non-current assets.
35
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
t) Barter revenue and cost
Barter revenue for dissimilar services or goods is recognized when the services are rendered or goods delivered. Programming licences, products and services received are expensed or capitalized when received or used. The Group recognizes barter transactions at the estimated fair value of the programming licences, products or services received. When products or services are received before related advertising is broadcast, a liability is recognized by the Group. Conversely, when advertising is broadcast before products or services are received, a receivable is recognized by the Group.
u) Gains and losses on investment activities and finance costs
Gains and losses on investment activities include interest income on funds invested, interest expenses (including lease liabilities interests but other than interest expenses on borrowings), dividends income, gains/losses on financial instruments at fair value through profit or loss, net foreign currency gains/losses, and results on completed forward exchange contracts and call options, impairment losses recognized on financial assets, unwinding of the discount on provisions.
Interest income and expense (other than interest expense on borrowings) is recognized as it accrues in profit or loss using the effective interest method. Dividends income is recognized in profit or loss on the date that the Group’s right to receive payment is established.
Finance costs comprise interest expense on borrowings (including bank loans and bonds), foreign exchange gains/losses on bonds, realization and valuation costs of hedging instruments and instruments not under hedge accounting related to finance activities, bank and other charges on borrowings as well as guarantee fees resulting from the indebtedness. Borrowing costs are recognized in profit or loss using the effective interest method.
v) Lease payments
Group as a lessor
Agreements which meet the lease definition are classified as finance lease or operating lease. The main criterion is the extent to which the risks and rewards associated with the leased asset are transferred between the Group and the lessee.
Similarly to agreements in which the Group acts as a lessee, the Group as a lessor also determines for each agreement: commencement date, lease term, lease payments and interest rate. At the commencement date lessor accounts for the finance lease by:
• excluding carrying amount of the underlying asset,
• recognizing net investment in the lease,
• recognizing selling profit or loss in profit and loss statement (if applicable).
For operating lease, Group recognize revenue in profit and loss statement on a straight line basis.
Group as lessee
Assets
Assets used under agreements which meet the leasing definition are recognized as right-of- use assets and lease liabilities representing the Group’s obligation to make payments for the underlying asset on the day when the leased assets are available for use by the Group.
At the commencement date, the right-of-use assets are measured at cost and consist of the following:
• the amount of the initial measurement of the lease liability,
• any lease payments made to the lessor at or before the commencement date, less any lease incentives received from the lessor,
36
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• any initial direct costs incurred by the lessee,
• an estimate of the costs to be incurred by the lessee in dismantling, removing and restoring the underlying assets and/or the site where it is located.
After the commencement date, the right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses and adjusted for remeasurement of the lease liability resulting from reassessment or lease modification which does not require recognition of a separate lease component.
Right-of-use assets are depreciated on a straight-line basis over the shorter of: the term of the lease agreement or the useful life of the underlying asset. If the Group is reasonably certain that ownership of the underlying asset will be transferred to the lessee by the end of the lease term – then the right-of-use asset shall be depreciated from the commencement date to the end of its useful life.
The Group depreciates the right-of-use assets as follows:
• technical infrastructure - premises for telecommunications equipment installations: 2- 24 years,
• telecommunications infrastructure, including links (“dark fibers”): 2-13 years,
• office space, other premises and perpetual usufruct: 1,5-100 years,
• point of sales premises: 2-7 years,
• vehicles: 3-5 years.
Right-of-use assets are subject to impairment based on the accounting policies as presented in note 6n.
Liabilities
At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable,
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date,
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
• payments of penalties for terminating the lease (understood as any economic factors discouraging the Group from terminating the contract), if the lease term reflects that the lessee will exercise the option to terminate the lease,
• amounts expected to be payable by the lessee under residual value guarantees.
Lease payments are discounted using the interest rate implicit in the lease if that rate can be readily determined. Otherwise the incremental borrowing rate is used.
After the commencement date, the Group shall measure the lease liability by:
• increasing the carrying amount to reflect interest on the lease liability,
• reducing the carrying amount to reflect the lease payments made,
• remeasuring the carrying amount to reflect any reassessment or lease modifications, e.g. change in the lease term or the amount of future lease payments.
Interest expenses on lease liabilities are recognized in profit or loss over the term of the lease.
w) Income tax
Income tax expense/benefit comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income.
37
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Current tax is the tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet approach, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are measured based on the expected manner of recovery or settlement of the carrying amounts of assets and liabilities, respectively, using tax rates that are enacted or substantively enacted at the reporting date.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilized. An amount of deferred tax assets is reduced to the extent that it is no longer probable that the related tax benefit will be partly or wholly realized. When not recognized deferred tax asset becomes recoverable, it is recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered. The Group recognizes a deferred tax asset used to carry over unused tax losses to the extent that it is probable that the future taxable profits will be available and unused tax losses may be utilized. While assessing whether the future taxable profits available will be sufficient, the Group takes into account inter alia forecasted future tax revenues.
Deferred tax assets and liabilities are offset by the Group companies.
x) Earnings per share
The Group presents basic and diluted earnings per share for its ordinary and preference shares. Basic earnings per share are calculated by dividing the period’s profit or loss from continuing operations attributable to ordinary and preference shareholders of the Company by the weighted average number of ordinary and preference shares outstanding during the period. Diluted earnings per share are calculated by dividing the period’s profit or loss from the continuing operations attributable to ordinary and preference shareholders by the weighted average number of ordinary and preference shares, adjusted by the effects of all dilutive potential ordinary and preference shares.
y) Segment reporting
An operating segment is a component of the Group:
• that is engaged in business activities from which it may earn revenues and incur expenses (including revenues and expenses that relate to transactions with other components of the same unit),
• whose operating results are reviewed on regular basis by the main responsible authority for making operational decisions in the unit and using those results when making decisions on the resources allocated to the segment and when assessing the results of the segment's activities,
• when separate financial information are available.
The Group presents operating segments according to its internal management accounting principles applied in the preparation of periodical management reports which are regularly analysed by the Management Board of Cyfrowy Polsat S.A. These reports are analyzed on regular basis by management which was identified as the chief operating decision maker.
z) Cash flows statement
Cash and cash equivalents in the cash flow statement are equal to cash and cash equivalents presented in the consolidated balance sheet.
Purchases of set-top boxes to be provided to customers under operating lease contracts are classified in the cash flows statement within operating activities. The purchases and disposals of these set-top boxes are classified in the cash flows statement within operating activities and
38
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
presented as “Net disposals/(additions) of reception equipment provided under operating lease”.
Acquisition of items of property, plant and equipment or intangible assets are presented in their net amount (net of related value added tax).
Payments for film licences and sport rights are presented on a net basis (net of related value added tax) within operating activities. Expenditures on the acquisition of programming assets also include the amount of withholding tax paid to the relevant tax authorities.
7. Determination of fair values
A number of accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The methods for determining fair values are described below. When applicable further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Derivatives
The fair value of derivatives is calculated based on their quoted closing bid price at the balance sheet date or, in the lack thereof, other inputs that are observable for the asset or liability, either directly (i. e. as prices) or indirectly (i. e. derived from prices). In the second case, the fair value of derivatives is estimated as the present value of future cash flows, discounted using the market interest rate at the reporting date. Information on the structure of Polish and eurozone interest rates and Polish złoty exchange rate are used in order to estimate future cash flows and market interest rate.
Non-derivative financial assets
The fair value of non-derivative financial asset for disclosure purposes is estimated as the present value of future cash flows discounted using the market rate of interest rate as at the balance sheet date.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on liabilities’ quoted closing bid price at the balance sheet date or, in the lack thereof, estimated on the present value of future principal and interest cash flows, discounted using the market interest rate at the reporting date. Market interest rate is estimated as interbank interest rate for a given currency zone (WIBOR, EURIBOR) plus a margin regarding the Group’s credit risk. A market interest rate for a lease contract is estimated based on interest rates for similar lease contracts.
8. Approval of the Interim Condensed Consolidated Financial Statements
These consolidated financial statements were approved for publication by the Management Board of Cyfrowy Polsat S.A. on 23 March 2022.
39
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Explanatory notes
9. Revenue
for the year ended
31 December 2021
31 December 2020
Retail revenue
6,767.0
6,480.4
Wholesale revenue
3,678.8
3,526.7
Sale of equipment
1,450.3
1,596.7
Other revenue
547.9
359.1
Total
12,444.0
11,962.9
Retail revenue mainly consists of pay-TV, telecommunication services, revenue from rental of reception equipment and contractual penalties related to terminated agreements.
Wholesale revenue mainly consists of advertising and sponsorship revenue, settlements with mobile network operators, revenue from rental of infrastructure, roaming revenues, revenue from cable and satellite operator fees, sales of broadcasting and signal transmission services and sales of licenses, sublicenses and property rights.
Other revenue mainly consists of revenue from interest on installment plan purchases, revenue from the lease of premises and facilities, revenue from the sale of electric energy and revenue from the sale of photovoltaic installations.
10. Operating costs
for the year ended
Note
31 December 2021
31 December 2020
Technical costs and cost of settlements with telecommunication operators
2,849.7
2,460.9
Depreciation, amortization, impairment and liquidation
1,903.2
2,305.7
Cost of equipment sold
1,200.7
1,338.2
Content costs
1,826.9
1,638.4
Distribution, marketing, customer relation management and retention costs
1,025.0
963.2
Salaries and employee-related costs
a)
946.9
905.9
Cost of debt collection services, bad debt allowance and receivables written off
95.4
128.9
Other costs
457.7
332.6
Total
10,305.5
10,073.8
40
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
a) Salaries and employee-related costs
for the year ended
31 December 2021
31 December 2020
Salaries
790.5
754.3
Social security contributions
118.9
118.6
Other employee-related costs
37.5
33.0
Total
946.9
905.9
Average headcount of non-production employees *
for the year ended
31 December 2021
31 December 2020
Employment contracts (full-time equivalents)
7,498
7,402
* excluding workers who did not perform work in the reporting period due to long-term absences
11. Gain/(loss) on investment activities, net
for the year ended
31 December 2021
31 December 2020
Interest on lease liabilities
(32.0)
(49.8)
Interest, net
3.2
(1.9)
Other foreign exchange gains/(losses), net
(5.2)
(59.6)
Other income/costs
7.1
(1.8)
Total
(26.9)
(113.1)
12. Finance costs, net
for the year ended
31 December 2021
31 December 2020
Interest expense on loans and borrowings
202.9
258.0
Interest expense on issued bonds
49.6
44.0
Cumulative catch-up
-
(44.8)
Valuation and realization of hedging instruments
5.1
1.8
Valuation and realization of derivatives not used in hedge accounting – relating to interest
(83.7)
68.7
Guarantee fess, bank and other charges
4.9
5.3
Total
178.8
333.0
41
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
13. Income tax
Income tax expense
for the year ended
31 December 2021
31 December 2020
Current tax expense
1,303.1
400.5
Change in deferred tax
(55.3)
(103.3)
Other
3.7
(1.3)
Income tax expense in the income statement
1,251.6
295.9
Change in deferred income tax
for the year ended
31 December 2021
31 December 2020
Tax losses carried forward
(9.3)
5.9
Receivables and other assets
(12.2)
(20.2)
Liabilities
23.6
-
Other property, plant and equipment and intangible assets
(71.0)
(99.1)
Other
13.6
10.1
Change in deferred tax recognized in income statement – total
(55.3)
(103.3)
Income tax recognized in the statement of other comprehensive income
for the year ended
31 December 2021
31 December 2020
Change in deferred income tax on hedge valuation
4.1
(1.9)
Income tax expense recognized in other comprehensive income - total
4.1
(1.9)
Effective tax rate reconciliation
for the year ended
31 December 2021
31 December 2020
Gross profit
5,666.1
1,442.1
Income tax at applicable statutory tax rate of 19%
1,076.6
274.0
Other
175.0
21.9
Tax expense for the year
1,251.6
295.9
Effective tax rate
22.1%
20.5%
42
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax assets
31 December 2021
31 December 2020
Tax losses carried forward
22.9
13.6
Liabilities
341.4
396.9
Tangible and intangible assets
22.9
118.8
Receivables and other assets
87.9
92.8
Other
1.7
7.8
Total deferred tax assets
476.8
629.9
Set off of deferred tax assets and liabilities
(396.6)
(406.7)
Deferred tax assets in the balance sheet
80.2
223.2
Tax loss
31 December 2021
31 December 2020
2021 tax loss carried forward
56.1
-
2020 tax loss carried forward
60.7
22.0
2019 tax loss carried forward
68.9
47.7
2018 tax loss carried forward
90.4
66.5
2017 tax loss carried forward
35.1
27.9
2016 tax loss carried forward
31.0
68.3
2015 tax loss carried forward
-
2.4
Tax losses carried forward – total
342.2
234.8
Tax losses recognized
31 December 2021
31 December 2020
2021 tax loss carried forward
52.0
-
2020 tax loss carried forward
-
0.3
2019 tax loss carried forward
28.7
28.7
2018 tax loss carried forward
26.4
28.1
2017 tax loss carried forward
13.3
13.9
2016 tax loss carried forward
-
0.6
Tax losses carried forward – total
120.4
71.6
As at 31 December 2021 the Group recognized deferred tax asset on tax losses to the extent that it was probable that they would be utilized in the future.
According to Art. 7 of the Polish Corporate Income Tax Act dated 15 February 1992, tax losses incurred in a given financial year can be utilized in the subsequent five fiscal years. However, no more than 50% of a tax loss for any given year can be utilized in a single subsequent fiscal year.
43
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax liabilities
31 December 2021
31 December 2020
Receivables and other assets
190.0
214.7
Liabilities
43.1
35.2
Tangible and intangible assets
920.7
1,032.7
Other
37.7
26.2
Total deferred tax liabilities
1,191.5
1,308.8
Set off of deferred tax assets and liabilities
(396.6)
(406.7)
Deferred tax liabilities in the balance sheet
794.9
902.1
The tax authorities may at any time inspect the books and records within 5 years from the end of the year when a tax declaration was submitted, and may impose additional tax assessments with penalty interest and penalties. Furthermore, on 15 July 2016 provisions of General Anti- Avoidance Rule (GAAR) were introduced, which aim at preventing establishing and using artificial legal arrangements with tax savings as its principal purpose. Frequent amendments in the tax laws and contradicting legal interpretations among the tax authorities result in uncertainties and lack of consistency in the tax system, which in fact lead to difficulties in the judgement of the tax consequences in the foreseeable future.
14. EBITDA (unaudited)
EBITDA (earnings before interest, taxes, depreciation, amortization, impairment and liquidation) presents the Group’s key measure of earnings performance. The level of EBITDA measures the Group’s ability to generate cash from recurring operations, however it is neither a measure of liquidity nor cash level. The Group defines EBITDA as operating profit adjusted by depreciation, amortization, impairment and liquidation. EBITDA is not an IFRS EU measure, and as such can be calculated differently by other entities.
for the year ended
31 December 2021
31 December 2020
Net profit for the period
4,414.5
1,146.2
Income tax
1,251.6
295.9
(Gain)/loss on investment activities, net
26.9
113.1
Finance costs
178.8
333.0
Share of the (profit)/loss of associates accounted for using the equity method
(75.4)
(2.0)
Depreciation, amortization, impairment and liquidation*
1,903.2
2,305.7
EBITDA (unaudited)
7,699.6
4,191.9
Profit from the sale of a subsidiary
(3,680.6)
-
Costs related to COVID (including donations)
-
45.9
EBITDA adjusted (unaudited)
4,019.0
4,237.8
* depreciation, amortization, impairment and liquidation comprise depreciation and impairment of property, plant and equipment, intangible assets and right-of-use and net book value of disposed property, plant, equipment and intangible assets (excluding amortization of programming assets)
44
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
15. Basic and diluted earnings per share
At the reporting date, the Company did not have any financial instruments that could have a dilutive effect, therefore the diluted earnings per share are equal to basic earnings per share.
for the year ended
31 December 2021
31 December 2020
Net profit
4,414.5
1,146.2
Weighted average number of ordinary and preference shares in the period
634,936,486
639,546,016
Earnings per share in PLN (not in millions)
6.95
1.79
45
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
16. Property, plant and equipment
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Other property, plant and equipment
Cost as at 1 January 2021
1,298.5
58.2
434.2
7,747.2
110.2
216.5
583.9
9,150.2
Acquisition of subsidiaries (see note 38)
-
21.5
113.5
5.1
-
2.5
0.3
142.9
Additions
110.0
-
9.5
197.2
34.4
32.8
600.6
874.5
Transfer between groups
-
-
0.5
0.2
-
(3.3)
(15.8)
(18.4)
Transfer from assets under construction
-
0.4
45.9
438.9
0.8
12.7
(498.7)
-
Disposals
(132.8)
-
(2.5)
(96.1)
(6.5)
(12.0)
(9.3)
(126.4)
Disposal of a subsidiary
-
(0.4)
(27.9)
(5,731.5)
(0.3)
(1.0)
(206.4)
(5,967.5)
Cost as at 31 December 2021
1,275.7
79.7
573.2
2,561.0
138.6
248.2
454.6
4,055.3
Accumulated impairment losses as at
1 January 2021
3.7
-
-
2.2
-
0.2
20.5
22.9
Recognition
0.1
-
0.1
0.8
-
-
1.0
1.9
Reversal
-
-
-
(1.4)
-
(0.2)
(3.0)
(4.6)
Utilisation
-
-
-
-
-
-
(0.1)
(0.1)
Accumulated impairment losses as at
31 December 2021
3.8
-
0.1
1.6
-
-
18.4
20.1
Accumulated depreciation as at 1 January 2021
1,001.4
-
100.8
3,483.5
31.7
120.3
-
3,736.3
Additions
118.8
-
26.8
428.5
15.6
27.3
-
498.2
Transfer between groups
-
-
-
0.1
-
(0.1)
-
-
Disposals
(132.3)
-
(0.5)
(85.7)
(4.3)
(7.5)
-
(98.0)
Disposal of a subsidiary
-
-
(11.3)
(3,416.0)
(0.2)
(0.7)
-
(3,428.2)
Accumulated depreciation as at 31 December 2021
987.9
-
115.8
410.4
42.8
139.3
-
708.3
Carrying amount as at 1 January 2021
293.4
58.2
333.4
4,261.5
78.5
96.0
563.4
5,391.0
Carrying amount as at 31 December 2021
284.0
79.7
457.3
2,149.0
95.8
108.9
436.2
3,326.9
46
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The Group recognized an impairment loss on items of property, plant and equipment whose carrying amounts exceeded their recoverable amounts. The impairment allowance is recognized in ‘depreciation, amortization, impairment and liquidation’. Property, plant and equipment are subject of collateral described in detail in the Management Report in note 4.3.6.
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Other property, plant and equipment
Cost as at 1 January 2020
1,226.9
51.1
353.6
7,028.2
61.3
170.9
466.5
8,131.6
Acquisition of subsidiary
-
2.9
28.2
19.6
0.6
2.2
3.0
56.5
Additions
147.5
-
33.1
334.9
54.1
28.5
728.6
1,179.2
Transfer between groups
-
-
0.1
1.1
-
-
1.5
2.7
Transfer from assets under construction
-
4.2
25.5
497.8
1.8
18.0
(547.3)
-
Disposals
(75.9)
-
(6.3)
(134.4)
(7.6)
(3.1)
(68.4)
(219.8)
Cost as at 31 December 2020
1,298.5
58.2
434.2
7,747.2
110.2
216.5
583.9
9,150.2
Accumulated impairment losses as at 1 January 2020
4.2
-
-
-
-
0.2
6.0
6.2
Recognition
-
-
-
3.5
-
-
15.8
19.3
Reversal
-
-
-
-
-
-
(1.0)
(1.0)
Utilisation
(0.5)
-
-
(1.3)
-
-
(0.3)
(1.6)
Accumulated impairment losses as at 31 December 2020
3.7
-
-
2.2
-
0.2
20.5
22.9
Accumulated depreciation as at 1 January 2020
960.0
-
85.5
2,939.3
26.3
97.4
-
3,148.5
Additions
116.4
-
20.9
661.1
10.0
25.6
-
717.6
Transfer between groups
-
-
-
0.2
-
-
-
0.2
Disposals
(75.0)
-
(5.6)
(117.1)
(4.6)
(2.7)
-
(130.0)
Accumulated depreciation as at 31 December 2020
1,001.4
-
100.8
3,483.5
31.7
120.3
-
3,736.3
Carrying amount as at 1 January 2020
262.7
51.1
268.1
4,088.9
35.0
73.3
460.5
4,976.9
Carrying amount as at 31 December 2020
293.4
58.2
333.4
4,261.5
78.5
96.0
563.4
5,391.0
The Group recognized an impairment loss on items of property, plant and equipment whose carrying amounts exceeded their recoverable amounts. The impairment allowance is recognized in ‘depreciation, amortization, impairment and liquidation’.
47
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
17. Goodwill
2021
2020
Balance as at 1 January
11,808.4
11,336.4
Acquisition of 100% shares of Premium Mobile Sp. z o.o. (see note 38)
131.9
-
Acquisition of 100% shares of CKS Ossa Sp. z o.o. (formerly TMS Ossa
Sp. z o.o.) (see note 38)
6.3
-
Acquisition of 100% shares of Logitus Sp. z o. o. (see note 38)
5.5
-
Acquisition of 100% shares of Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.) (see note 38)
0.4
-
Impairment of goodwill of TVO Sp. z o.o.
(7.0)
-
Acquisition of 100% shares of Interia Group (see note 38)*
(125.8)
385.9
Disposal of 99.99% shares of Polkomtel Infrastruktura Sp. z o.o. (see note 48)
(1,017.7)
-
Acquisition of 100% shares of TV Spektrum Sp. z o.o.
-
66.4
Acquisition of 51.25% shares of Esoleo Sp. z o.o. (formerly Alledo
Sp. z o.o.)
-
9.0
Acquisition of 70.02% shares of BCAST Sp. z o.o.
-
6.6
Acquisition of 100% shares of IST Sp. z o.o.
-
3.7
Acquisition of data center in the form of an organised part of the enterprise
-
0.4
Acquisition of 60% shares of Polot Media Sp. z o.o. (formerly Tako Media Sp. z o.o.)
-
0.0
Acquisition of 60% shares directly and indirectly of Polot Media
Sp. z o.o. Sp.k. (formerly Tako Media Sp. z o.o. Sp. k.)
-
0.0
Balance as at 31 December
10,802.0
11,808.4
*Goodwill has been adjusted to reflect the effect of the final purchase price allocation and the fair value assessment of identified net assets.
Impairment tests performed on goodwill balances as at 31 December 2021 did not indicate impairment (see note 19 for impairment test assumptions).
18. Brands
2021
2020
Balance as at 1 January
2,031.7
2,063.2
Acquisition of Interia brand
82.7
-
Acquisition of Eleven Sports brand
-
1.5
Amortization of Plus brand
(24.1)
(24.1)
Amortization of Netia brand
(8.8)
(8.8)
Amortization of Eleven Sports brand
(0.1)
(0.1)
Amortization of Interia brand
(4.0)
-
Impairment of IPLA brand
(7.8)
-
Balance as at 31 December
2,069.6
2,031.7
Plus
Following the acquisition of Metelem Holding Company Ltd. in 2014, the Group recognized a value of the Plus brand. The brand is amortized over the useful life of 51 years (until the year 2065). The carrying amount of the brand was allocated to ”B2C and B2B services” cash- generating unit.
48
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Polsat
The value of the Polsat brand is recognized following the acquisition of Telewizja Polsat S.A. (currently Telewizja Polsat Sp. z o.o.) in 2011.
The Polsat brand is not amortized as it is considered to have an indefinite useful life. The carrying amount of the brand was allocated to “Media: television and online” cash-generating unit for the impairment testing purposes (see note 19).
Impairment test performed on Polsat brand balance as at 31 December 2021 did not indicate impairment (see note 19 for impairment test assumptions).
IPLA
In the consolidated financial statements, as a result of acquisition of entities comprising IPLA platform, the Group has recognized in 2012 among others goodwill and IPLA brand. The carrying amount of the brand was allocated to ”B2C and B2B services” cash-generating unit for the impairment testing purposes. The Group recognized impairment of IPLA brand as at 31 December 2021 as the IPLA brand was replaced by Polsat Box Go brand.
TV4 and TV6
In the consolidated financial statements, as a result of acquisition of Polskie Media S.A., the Group has recognized in 2013 among others goodwill and TV4 and TV6 brands.
The TV4 and TV6 brands are not amortized as they are considered to have an indefinite useful life. The carrying amount of the brand was allocated to ”Media: television and online” cash- generating unit for the impairment testing purposes (see note 19).
Impairment test performed on TV4 and TV6 brands balance as at 31 December 2021 did not indicate impairment (see note 19 for impairment test assumptions).
Polo TV (Lemon Records)
The value of the Polo TV (Lemon Records) brand is recognized following the acquisition of Lemon Records Sp. z o.o. on 4 December 2017.
The Polo TV (Lemon Records) brand is not amortized as it is considered to have an indefinite useful life. The carrying amount of the brand was allocated to ”Media: television and online” cash-generating unit.
Impairment test performed on Polo TV (Lemon Records) brand balance as at 31 December 2021 did not indicate impairment (see note 19 for impairment test assumptions).
Netia
The value of the Netia brand is recognized following obtaining control by the Group over Netia S.A. on 22 May 2018. The value of Netia brand recognized in the consolidated financial statements amounted to PLN 88.5.
The brand is amortized over the useful life of 10 years (until the year 2028). The carrying amount of the brand was allocated to ”B2C and B2B services” cash-generating unit.
Impairment test performed on Netia brand balance as at 31 December 2021 did not indicate impairment (see note 19 for impairment test assumptions).
Interia
The value of the Interia brand is recognized following obtaining in 2020 control by the Group over Interia Group, i.e. Grupa Interia.pl Sp. z o.o., Grupa Interia.pl Sp. z o.o. Sp.k., Grupa Interia.pl Media Sp. z o.o. Sp.k., Mobiem Polska Sp. z o.o. and Mobiem Polska Sp. z o.o. Sp.k. In 2021 the Group finalized the purchase price allocation and recognized among others Interia brand in the amount of PLN 82.7.
49
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The brand is amortized over the useful life of 30 years (until the year 2050). The carrying amount of the brand was allocated to ”Media: television and online” cash-generating unit.
19. Impairment test (including goodwill and intangible assets with indefinite useful life)
The Group recognized goodwill and brands with indefinite useful life in the consolidated financial statements. Their carrying amounts were allocated to the cash-generating units which also represent the Group’s operating segments.
Goodwill and brands with indefinite useful life are tested for impairment annually or more frequently if possible impairment is indicated. Goodwill and brands are allocated to the below cash-generating units for the purpose of testing for impairment. The allocation was made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose and the brands were identified.
The Group tests the total carrying amount of the cash-generating units and any impairment identified is recognized in the profit or loss immediately with respect to goodwill first and is not subsequently reversed. If goodwill is fully impaired the remaining amount of the impairment loss is allocated to the brands and other assets of the cash-generating unit on a pro rata basis.
2021
“B2C and B2B services” cash-generating unit
Cash-generating unit as at 1 January
8,725.3
Goodwill recognized on the acquisition of Premium Mobile Sp. z o.o.
131.9
Goodwill recognized on the acquisition of CKS Ossa Sp. z o.o. (formerly TMS Ossa Sp. z o.o.)
6.3
Goodwill recognized on the acquisition of Logitus Sp. z o.o.
5.5
Goodwill recognized on the acquisition of Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.)
0.4
Impairment of goodwill recognized on the acquisition of TVO Sp. z o.o.
(7.0)
Allocated goodwill on disposal of 99.99% of shares in Polkomtel Infrastruktura Sp. z o.o.
(1,017.7)
Impairment of IPLA brand
(7.8)
Cash-generating unit as at 31 December
7,836.9
“Media: television and online” cash-generating unit
Cash-generating unit as at 1 January
3,978.6
Adjusted goodwill recognized on the acquisition of Interia Group*
(125.8)
Cash-generating unit as at 31 December
3,852.8
*Goodwill has been adjusted to reflect the effect of the final purchase price allocation and the fair value assessment of identified net assets.
The recoverable amounts of all the cash generating units have been determined based on the value-in-use calculations. These calculations were based on discounted free cash flows and involved the use of estimates related to cash flow before tax projections based on actual financial business plans covering the 5-year period until 2026. Cash flow projections after 5- year forecast period are estimated using the terminal growth. Terminal growth rate does not exceed the long-term average growth rate for the country in which the Group operates.
50
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The key financial assumptions used in the value-in-use calculations
The most sensitive key financial assumptions used in the value-in-use calculations of “Media: television and online” cash-generating unit and “B2C and B2B Services” cash-generating unit were as follows:
• discount rate,
• terminal growth rate used for estimating the cash flows beyond the period of financial plans.
Discount rate – the discount rate reflects the estimate made by the management of the risks specific to each cash-generating unit, taking into account the time value of money and risks specific to the asset. The discount rate was estimated on the basis of weighted average cost of capital method (WACC) and considered Group’s and its operating segments’ business environment. WACC considers both debt and equity. Cost of equity is based on the return on investment excepted by the Group’s investors while cost of debt is based on the interest bearing debt instruments. Operating segment- specific risk is considered by the estimation of beta. Beta is estimated annually and is based on the market data.
Terminal growth rate – growth rates are based on widely available published market data.
The key financial assumptions used for value-in-use calculations in 2021 and 2020 are as follows:
Media: television and online
B2C and B2B services
2021
2020
2021
2020
Terminal growth
3.0%
1.8%
3.0%
2.0%
Discount rate before tax
11.2%
7.9%
7.8%
5.0%
The impairment tests for goodwill and brands allocated to “Media: television and online” and “B2C and B2B services” cash-generating units did not indicate impairment as at 31 December 2021.
Sensitivity analysis of key financial assumptions
The Group believes that the key assumptions made in testing for impairment of the “Media: television and online” and “B2C and B2B services” cash-generating units as at 31 December 2021 are reasonable and are based on our experience and market forecasts that are published by the industry experts. Management believes that any reasonably possible change in the key assumptions on which the above mentioned cash-generating units’ recoverable amounts are based would not cause the impairment charge to be recognized.
20. Customer relationships and other intangible assets
31 December 2021
31 December 2020
Customer relationships
1,005.7
1,412.7
Customer relationships total
1,005.7
1,412.7
Software and licenses
622.9
463.3
Concessions
1,070.6
1,385.0
Other
50.7
29.3
Other intangible assets under development
629.9
738.8
Other intangible assets total
2,374.1
2,616.4
51
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The customer relationships and telecommunication concessions (900 MHz, 1800 MHz and 2100 MHz) were recognized in the balance sheets following the acquisition of Metelem Holding Company Limited based on the Group’s acquisition accounting. The carrying amount of the customer relationships and concessions was allocated to ”B2C and B2B services” cash- generating unit.
The telecommunication concessions (800 MHz, 900 MHz, 1800 MHz and 2600 MHz) were recognized in the balance sheets following the acquisition of Midas S.A. based on the Group’s acquisition accounting. The carrying amount of the customer relationships and concessions was allocated to ”B2C and B2B services” cash-generating unit.
Customer relationships as at 31 December 2021 include the following:
Amortization period
Customer relationships with retail clients
8 or 10 years
Customer relationships – roaming
13 years
Concessions as at 31 December 2021 include the following:
Expiry date
License for frequencies in the 900 MHz band
24.02.2026
License for frequencies in the 1800 MHz band
14.09.2029
License for frequencies in the 2600 MHz FDD band
25.01.2031
License for frequencies in the 2100 MHz band
01.01.2023
License for frequencies in the 420 MHz band
31.12.2035
License for frequencies in the 900 MHz band
31.12.2023
License for frequencies in the 1800 MHz band
31.12.2022
License for frequencies in the 1800 MHz band
31.12.2022
License for frequencies in the 2600 MHz TDD band
31.12.2024
52
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Customer relationships
Software and licenses
Concessions
Other
Other intangible assets under development
Other intangible assets
Cost
Cost as at 1 January 2021
4,722.4
1,559.3
3,709.2
74.8
741.6
6,084.9
Additions
-
19.9
14.0
5.9
216.2
256.0
Acquisition of subsidiaries (see note 38)
6.2
71.4
-
(4.4)
0.1
67.1
Transfer from intangible assets under development
-
309.5
21.6
7.1
(338.2)
-
Disposals
-
(11.3)
(10.8)
(0.2)
(0.4)
(22.7)
Transfer between groups
-
0.7
-
21.1
17.7
39.5
Disposal of a subsidiary
-
(80.6)
-
(0.2)
(4.3)
(85.1)
Cost as at 31 December 2021
4,728.6
1,868.9
3,734.0
104.1
632.7
6,339.7
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2021
-
1.6
-
-
2.8
4.4
Accumulated impairment losses as at 31 December 2021
-
1.6
-
-
2.8
4.4
Accumulated amortization
Accumulated amortization as at 1 January 2021
3,309.7
1,094.4
2,324.2
45.5
-
3,464.1
Additions
413.2
212.1
350.0
8.1
-
570,2
Disposals
-
(10.8)
(10.8)
(0.2)
-
(21.8)
Disposal of a subsidiary
-
(51.3)
-
-
-
(51.3)
Accumulated amortization as at 31 December 2021
3,722.9
1,244.4
2,663.4
53.4
-
3,961.2
Carrying amounts
Carrying amount as at 1 January 2021
1,412.7
463.3
1,385.0
29.3
738.8
2,616.4
Carrying amount as at 31 December 2021
1,005.7
622.9
1,070.6
50.7
629.9
2,374.1
53
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Customer relationships
Software and licenses
Concessions
Other
Other intangible assets under development
Other intangible assets
Cost
Cost as at 1 January 2020
4,717.5
1,459.0
3,700.8
65.2
590.7
5,815.7
Additions
-
36.8
23.9
0.5
254.2
315.4
Acquisition of subsidiary
4.9
0.1
11.3
6.5
0.2
18.1
Transfer from intangible assets under development
-
79.7
2.6
3.1
(85.4)
-
Disposals
-
(15.2)
(29.4)
(0.5)
(16.5)
(61.6)
Transfer between groups
-
(1.1)
-
-
(1.6)
(2.7)
Cost as at 31 December 2020
4,722.4
1,559.3
3,709.2
74.8
741.6
6,084.9
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2020
-
-
-
-
0.7
0.7
Recognition
-
1.7
-
-
2.3
4.0
Disposals
-
(0.1)
-
-
(0.2)
(0.3)
Accumulated impairment losses as at 31 December 2020
-
1.6
-
-
2.8
4.4
Accumulated amortization
Accumulated amortization as at 1 January 2020
2,896.1
916.9
2,005.5
34.8
-
2,957.2
Additions
413.6
192.6
348.1
11.1
-
551.8
Transfer between groups
-
(0.2)
-
-
-
(0.2)
Disposals
-
(14.9)
(29.4)
(0.4)
-
(44.7)
Accumulated amortization as at 31 December 2020
3,309.7
1,094.4
2,324.2
45.5
-
3,464.1
Carrying amounts
Carrying amounts as at 1 January 2020
1,821.4
542.1
1,695.3
30.4
590.0
2,857.8
Carrying amounts as at 31 December 2020
1,412.7
463.3
1,385.0
29.3
738.8
2,616.4
54
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
21. Right-of-use assets
Technical infrastructure
Dark fibers
Vehicles
Points of sale premises
Office space and other premises
Right-of-use assets
Cost
Cost as at 1 January 2021
1,423.2
156.6
33.3
239.7
530.0
2,382.8
Acquisition of subsidiary (see note 38)
-
-
-
-
2.1
2.1
Additions
141.9
40.7
1.7
42.8
47.9
275.0
Disposals
(40.4)
(7.2)
(6.5)
(17.6)
(10.5)
(82.2)
Disposal of a subsidiary
(1,260.0)
(9.4)
-
-
(23.9)
(1,293.3)
Cost as at 31 December 2021
264.7
180.7
28.5
264.9
545.6
1,284.4
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2021
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2021
-
-
-
-
-
-
Accumulated depreciation
Accumulated depreciation as at 1 January 2021
536.4
70.7
10.4
105.4
140.5
863.4
Additions
82.4
32.6
4.6
54.9
68.7
243.2
Disposals
(16.0)
(1.9)
(3.3)
(12.8)
(2.9)
(36.9)
Disposal of a subsidiary
(472.4)
(3.0)
-
-
(6.4)
(481.8)
Accumulated depreciation as at 31 December 2021
130.4
98.4
11.7
147.5
199.9
587.9
Carrying amount
Carrying amount as at 1 January 2021
886.8
85.9
22.9
134.3
389.5
1,519.4
Carrying amount as at 31 December 2021
134.3
82.3
16.8
117.4
345.7
696.5
55
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Technical infrastructure
Dark fibers
Vehicles
Points of sale premises
Office space and other premises
Right-of-use assets
Cost
Cost as at 1 January 2020
1,147.2
113.5
31.8
188.2
387.9
1,868.6
Acquisition of subsidiary
4.0
-
-
-
-
4.0
Additions
328.1
54.4
7.9
55.8
161.9
608.1
Disposals
(56.1)
(11.3)
(6.4)
(4.3)
(19.8)
(97.9)
Cost as at 31 December 2020
1,423.2
156.6
33.3
239.7
530.0
2,382.8
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2020
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2020
-
-
-
-
-
-
Accumulated depreciation
Accumulated depreciation as at 1 January 2020
271.2
34.7
9.5
54.5
78.4
448.3
Additions
278.6
36.6
4.8
53.6
75.3
448.9
Disposals
(13.4)
(0.6)
(3.9)
(2.7)
(13.2)
(33.8)
Accumulated depreciation as at 31 December 2020
536.4
70.7
10.4
105.4
140.5
863.4
Carrying amount
Carrying amount as at 1 January 2020
876.0
78.8
22.3
133.7
309.5
1,420.3
Carrying amount as at 31 December 2020
886.8
85.9
22.9
134.3
389.5
1,519.4
56
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
22. Programming assets
31 December 2021
31 December 2020
Acquired film licenses
358.3
387.3
Capitalised cost of external production and sports rights
907.7
250.9
Co-productions
7.6
3.4
Prepayments
96.4
54.1
Total
1,370.0
695.7
Of which: Current
630.6
413.2
Non-current
739.4
282.5
Change in programming assets
2021
2020
Net carrying amount as at 1 January
695.7
914.9
Acquisition of Polot Media and TV Spektrum (see note 38)
-
24.5
Increase*
1,200.9
253.1
Change in impairment losses:
(3.4)
(0.4)
Film licenses
(3.4)
(0.4)
Change in internal production *
41.3
31.0
Amortization of film licenses and sports rights
(558.8)
(519.6)
Disposals:
(5.7)
(5.1)
Sale of film licenses
(5.7)
(5.1)
Other decrease
-
(2.7)
Net carrying amount as at 31 December
1,370.0
695.7
* includes change in prepayments
Commitments related to acquisition of programming assets by the Group are presented in note 50.
23. Deferred distribution fees
31 December 2021
31 December 2020
Deferred distribution fees
300.3
315.9
Of which: Current
226.8
222.4
Non-current
73.5
93.5
Deferred distribution fees include commissions for distributors for contracts effectively concluded with subscribers. These costs are expensed by the Group to profit or loss over the minimum base period of the subscription contracts.
As at 31 December 2021, the balance of distribution fees relating to agreements whose basic period as at the date of signing was more than 12 months amounted to PLN 300.3 (as at 31 December 2020: PLN 315.5).
57
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
24. Non-current trade receivables and other non-current assets
31 December 2021
31 December 2020
Non-current trade receivables
777.1
832.0
Non-current trade receivables total
777.1
832.0
Shares in associates accounted for using the equity method
1,764.4
1,257.8
Bonds
39.3
8.4
Deferred costs
8.8
4.7
Investment in joint ventures
5.9
5.9
Deposits paid
2.0
4.3
Loans granted
57.1
0.7
Other shares
1.8
1.4
Derivative instruments IRS (note 40)
23.0
0.4
Total
1,902.3
1,283.6
As at 31 December 2021 and 31 December 2020 Non-current trade receivables include receivables from installment plan purchases. Non-current trade receivables are denominated in PLN.
• Shares in associates accounted for using the equity method – Asseco Poland S.A.
On 31 July 2020 Cyfrowy Polsat purchased from Reddev 184,127 (not in millions) Asseco shares for the price of PLN 11.4. Following the transaction, the Company holds a total of 22.95% of Asseco shares (note 39).
• Shares in associates accounted for using the equity method – Vindix S.A.
On 13 June 2019 the Company acquired 40.76% shares in Vindix S.A. for the purchase price of PLN 14.7. On 1 July 2019 share capital increase in Vindix S.A. was registered by the court thus increasing the number of shares held by the Company to 46.27%.
• Shares in associates accounted for using the equity method – Modivo S.A. (formerly eObuwie.pl S.A.)
On 22 June 2021 the Company acquired 10% shares in eObuwie.pl S.A. for the purchase price of PLN 500. On 21 January 202 company’s name change to Modivo S.A. was registered by the court.
25. Inventories
Types of inventories
31 December 2021
31 December 2020
Mobile phones
186.5
83.0
Laptops, tablets and modems
41.9
22.5
Set-top boxes and disc drives
46.4
34.4
Other inventories
320.9
159.5
Total net book value
595.7
299.4
Other inventories comprise primarily of raw materials used in the production of set-top boxes and components of photovoltaic installations.
58
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Write-downs of inventories
2021
2020
Opening balance
16.4
9.8
Increase
4.8
9.8
Utilisation
(8.2)
(3.0)
Decrease
(1.1)
(0.2)
Closing balance
11.9
16.4
26. Trade and other receivables
31 December 2021
31 December 2020
Trade receivables from related parties
6.6
17.3
Trade receivables from third parties
2,268.4
2,226.7
Tax and social security receivables
94.1
82.8
Other receivables
81.2
63.6
Total
2,450.3
2,390.4
Trade receivables from third parties include primarily receivables from individual customers, media houses and distributors.
Trade receivables by currency
Currency
31 December 2021
31 December 2020
PLN
2,168.1
2,170.1
EUR
89.3
54.9
USD
15.3
10.5
Other
2.3
8.5
Total
2,275.0
2,244.0
Movements in the allowance for impairment of accounts receivable
2021
2020
Opening balance
187.8
194.5
Increase
100.5
126.0
Reversal
(5.4)
(11.9)
Utilisation
(100.7)
(120.8)
Closing balance
182.2
187.8
Of which: Short-term
139.3
143.9
Long-term
42.9
43.9
59
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
27. Other current assets
31 December 2021
31 December 2020
Derivative instruments IRS (note 40)
60.9
2.0
Unbilled revenue
3.1
5.1
Other deferred costs
43.1
32.2
Total
107.1
39.3
28. Cash and cash equivalents
31 December 2021
31 December 2020
Cash on hand
1.0
0.9
Current accounts
641.1
635.1
Cash in transit
-
70.0
Deposits *
2,990.3
649.4
Total
3,632.4
1,355.4
* with maturity of up to 3 months from the date of establishing the deposit
The Group places its cash and cash equivalents in banks and financial institutions with reliability proven by ratings awarded by universally recognized agencies Standard & Poor's, Moody's or Fitch, and in Plus Bank and EFG Bank as required by the loan agreement and policies adopted therein. As at 31 December 2021 cash and cash equivalents were placed primarily with institutions rated A2-A3 by Moody's Investors Service Ltd, rated A by S&P Global Ratings and rated A by Fitch.
Currency
31 December 2021
31 December 2020
PLN
3,554.0
1,273.8
EUR
55.2
47.1
USD
21.8
8.1
CHF
1.4
26.4
Total
3,632.4
1,355.4
As the Group cooperates with well-established Polish and international banks, the risks relating to deposited cash are considerably limited.
Restricted cash in the amount of PLN 11.9 includes mainly guarantee deposits.
60
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
29. Equity
Share capital
Presented below is the structure of the Company’s share capital as at 31 December 2021 and at 31 December 2020:
Share series
Number of shares*
Nominal value of shares
Type of shares
Series A
2,500,000
0.1
Registered, preference shares (2 voting rights)
Series B
2,500,000
0.1
Registered, preference shares (2 voting rights)
Series C
7,500,000
0.3
Registered, preference shares (2 voting rights)
Series D
166,917,501
6.7
Registered, preference shares (2 voting rights)
Series D
8,082,499
0.3
ordinary bearer shares
Series E
75,000,000
3.0
ordinary bearer shares
Series F
5,825,000
0.2
ordinary bearer shares
Series H
80,027,836
3.2
ordinary bearer shares
Series I
47,260,690
1.9
ordinary bearer shares
Series J
243,932,490
9.8
ordinary bearer shares
Total
639,546,016
25.6
* not in millions
The shareholders’ structure as at 31 December 2021 was as follows:
Number of shares*
Nominal value of shares
% of share capital held
Number of votes*
% of voting rights
TiVi Foundation 2
incl. through:
353,348,370
14.1
55.25%
532,765,871
65.05%
Reddev Investments Ltd. 1
353,348,360
14.1
55.25%
532,765,851
65.05%
incl. through:
Cyfrowy Polsat S.A. 4
71,174,126
2.8
11.13%
71,174,126
8.69%
Embud 2 Sp. z o.o. S.K.A. 2
32,005,867
1.3
5.00%
32,005,867
3.91%
Tipeca Consulting Limited 3
2,152,388
0.1
0.34%
2,152,388
0.26%
Nationale-Nederlanden PTE
41,066,962
1.6
6.42%
41,066,962
5.02%
Others
210,972,429
8.5
32.99%
210,972,429
25.76%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 Reddev Investments Ltd. is an indirect subsidiary of Mr. Zygmunt Solorz.
2 Entity is controlled by Mr. Zygmunt Solorz.
3 Entity is under the presumption of the existence of an agreement referred to in article 87 section 1 item 5 Act of the Public Offering Act.
4 Own shares acquired under the buy-back program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, Cyfrowy Polsat S.A. does not exercise voting rights attached to own shares.
61
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The shareholders’ structure as at 31 December 2020 was as follows:
Number of shares*
Nominal value of shares
% of share capital held
Number of votes*
% of voting rights
TiVi Foundation 2 ,
incl. through:
298,080,297
11.9
46.61%
457,797,808
55.90%
Reddev Investments Ltd. 1
298,080,287
11.9
46.61%
45,797,788
55.90%
Embud 2 Sp. z o.o. S.K.A. 2
64,011,733
2.6
10.01%
64,011,733
7.82%
Tipeca Consulting Limited 3
2,152,388
0.1
0.34%
2,152,388
0.26%
Others
275,301,598
11.0
43.05%
295,001,588
36.02%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 Reddev Investments Ltd. is an indirect subsidiary of Mr. Zygmunt Solorz.
2 Entity is controlled by Mr. Zygmunt Solorz.
3 Entity is under the presumption of the existence of an agreement referred to in article 87 section 1 item 5 Act of the Public Offering Act.
Share premium
Share premium includes the excess of issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
On 24 June 2021 the Annual General Meeting of the Company adopted a resolution on the distribution of the Company’s net profit for the financial year 2020 and a part of the profits earned in the previous years for a dividend payout. In accordance with the provisions of the resolution, the dividend amounted to PLN 767.5. The dividend day was scheduled for 15 September 2021 and the dividend payout was made in two tranches as follows:
• Tranche I: PLN 255.8 on 28 September 2021,
• Tranche II: PLN 511.7 on 10 December 2021.
Other reserves
Other reserves include mainly the reserve capital created for the purposes of the share buyback program in the amount of PLN 2,915.0. More information about the purchase of treasury shares is described in note 48.
Treasury shares
Treasury shares include a total of 71,174,126 (not in millions) own shares, representing in total 11.13% of the share capital of the Company and entitling to exercise 71,174,126 (not in millions) votes at the general meeting of the Company, constituting 8.69% of the total number of votes at the general meeting of the Company. More information about the purchase of treasury shares is described in note 48.
30. Hedge valuation reserve
On 11 February 2020 the Company concluded interest rate swap transaction with PKO Bank Polski S.A. The transaction exchanges interest payments based on a floating rate WIBOR 3M into interest payments based on a fixed interests rate amounting to 1.6170%.
The transaction was concluded for the period from 31 December 2020 to 31 March 2023. The transaction protects the nominal amount of a bank loan in the amount of PLN 125.
62
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
On 28 February 2020 the Company concluded interest rate swap transaction with BNP Paribas. The transaction exchanges interest payments based on a floating rate WIBOR 3M into interest payments based on a fixed interests rate amounting to 1.1600%.
The transaction was concluded for the period from 30 September 2020 to 31 March 2023. The transaction protects the nominal amount of a bank loan in the amount of PLN 125.
On 6 March 2020 the Company concluded interest rate swap transaction with Santander Bank Polska S.A. The transaction exchanges interest payments based on a floating rate WIBOR 3M into interest payments based on a fixed interests rate amounting to 1.0625%.
The transaction was concluded for the period from 30 September 2020 to 31 March 2023. The transaction protects the nominal amount of a bank loan in the amount of PLN 125.
On 26 November 2021 the Company concluded interest rate swap transaction with Santander Bank Polska S.A. The transaction exchanges interest payments based on a floating rate WIBOR 3M into interest payments based on a fixed interests rate amounting to 3.0925%.
The transaction was concluded for the period from 31 March 2022 to 31 December 2024. The transaction protects the nominal amount of a bank loan in the amount of PLN 125.
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2021
IRS
Liabilities
Long-term
4.1
Short-term
9.3
Total
13.4
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2020
IRS
Liabilities
Long-term
(4.7)
Short-term
(5.5)
Total
(10.2)
Impact of hedging instruments valuation on hedge valuation reserve
2021
2020
Balance as at 1 January
(8.3)
(0.2)
Valuation of cash flow hedges
21.4
(10.0)
Deferred tax
(4.1)
1.9
Change for the period
17.3
(8.1)
Balance as at 31 December
9.0
(8.3)
63
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31. Loans and borrowings
31 December 2021
31 December 2020
Short-term liabilities
1,072.7
753.0
Long-term liabilities
7,671.8
8,887.8
Total
8,744.5
9,640.8
Change in loans and borrowings liabilities:
2021
2020
Balance as at 1 January
9,640.8
10,509.5
Loans and borrowings on acquisition of TMS Ossa Sp. z o.o. (see note 38)
72.4
-
Loans and borrowings on acquisition of Stork 5 Sp. z o.o. (see note 38)
10.4
-
Loans and borrowings on acquisition of TV Spektrum Sp. z o.o.
-
33.1
Loans and borrowings on acquisition of Alledo Sp. z o.o.
-
3.0
Loans and borrowings on acquisition of BCAST Sp. z o.o.
-
3.6
Effect of gaining control over TV Spektrum Sp. z o.o. and consolidation
-
(33.1)
Effect of gaining control over BCAST Sp. z o.o. and consolidation
-
(3.6)
Revolving facility loan
1,665.0
35.0
Repayment of capital
(2,682.8)
(857.9)
Repayment of interest and commissions
(165.2)
(261.6)
Cumulative catch-up
-
(44.8)
Interest accrued and commissions
203.9
257.6
Balance as at 31 December
8,744.5
9,640.8
32. Issued bonds
31 December 2021
31 December 2020
Short-term liabilities
66.4
38.7
Long-term liabilities
1,942.1
1,959.2
Total
2,008.5
1,997.9
64
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in issued bonds:
2021
2020
Balance as at 1 January
1,997.9
1,004.0
Bonds issue (Series C Bonds)
-
1,000.0
Repayment of interest and commission
(39.0)
(49.1)
Interest and commissions accrued
49.6
43.0
Balance as at 31 December
2,008.5
1,997.9
33. Lease liabilities
31 December 2021
31 December 2020
Short-term liabilities
201.1
432.5
Long-term liabilities
497.5
1,140.5
Total
698.6
1,573.0
Change in lease liabilities:
2021
2020
Balance as at 1 January
1,573.0
1,437.3
Acquisition of subsidiary (see note 38)
2.1
4.2
Disposal of a subsidiary
(769.8)
-
Changes
232.2
506.7
Interest accrued
32.0
49.9
Repayment of capital and interest
(367.8)
(445.2)
Foreign exchange differences
(3.1)
20.1
Balance as at 31 December
698.6
1,573.0
34. Group as a lessor
Operating lease
The Group entered into contracts with third parties, which are classified as operating leases based on their economic substance. The contracts relate to the rental of reception equipment and lease of office and other premises. Assets connected with such contracts are presented as either reception equipment or other property, plant and equipment.
Lease contracts for set-top boxes were concluded for a base contractual period ranging from 12 to 24 months. After each base period, the contracts are converted into contracts with indefinite term, unless terminated by the subscribers or new contracts are signed.
65
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Future minimum lease payments with respect to operating lease are as follows.
31 December 2021
31 December 2020
less than 1 year
188.1
197.8
between 1 and 5 years
55.2
106.3
more than 5 years
-
1.1
Total
243.3
305.2
The Group generated revenues from operating leasing agreements in the amount of PLN 258.4 in 2021 and in the amount of PLN 248.7 in 2020.
35. UMTS license liabilities
Future payments
31 December 2021
31 December 2020
30 September 2021
-
129.2
30 September 2022
142.6
143.0
Total payments
142.6
272.2
Amounts representing discount
(2.7)
(8.8)
Discounted minimum payments
139.9
263.4
Of which:
Short-term
139.9
126.7
Long-term
-
136.7
UMTS license liability is denominated in EUR. The value of the liability is subject to annual reduction due to subsequent installments paid to the regulator. UMTS license liability is due in 2022.
36. Other non-current liabilities and provisions
31 December 2021
31 December 2020
Payables relating to purchase of programming rights
251.0
20.9
Provisions
14.5
289.6
Other
54.3
77.6
Total
319.8
388.1
66
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
37. Trade and other payables
31 December 2021
31 December 2020
Trade payables to related parties
27.4
32.8
Trade payables to third parties
456.3
361.1
Taxation and social security payables
164.7
134.2
Payables relating to purchase of programming rights to related parties
2.9
1.4
Payables relating to purchase of programming rights to third parties
567.8
209.6
Payables relating to purchases of tangible and intangible assets
159.8
186.7
Accruals
919.6
970.4
Short-term provisions
123.4
120.6
Derivative instruments (IRS) liabilities (note 40)
-
39.2
Other
109.3
99.3
Total
2,531.2
2,155.3
Accruals
31 December 2021
31 December 2020
Salaries
75.2
153.0
License fees and royalties for copyright management organizations
89.3
80.6
Distribution costs
66.5
68.6
Costs of settlements with telecommunication operators
75.1
118.9
Network maintenance costs
135.1
68.9
Investment purchases
131.7
207.5
Other
346.7
272.9
Total
919.6
970.4
Short-term and long-term provisions
2021
2020
Balance as at 1 January
410.2
333.4
Acquisition of subsidiary
-
4.2
Increases
51.4
81.7
Reversal
(37.9)
(4.7)
Utilisation
(42.4)
(4.4)
Disposal of a subsidiary
(243.4)
-
Balance as at 31 December
137.9
410.2
Of which:
Short-term
123.4
120.6
Long-term
14.5
289.6
Provisions comprise inter alia of provision for license fees, litigation and disputes and retirement.
67
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Trade payables and payables relating to purchases of programming rights and non- current assets by currency
Currency
31 December 2021
31 December 2020
PLN
553.1
509.5
EUR
562.2
224.7
USD
94.8
55.9
Other
4.1
1.5
Total
1,214.2
791.6
Accruals by currency
Currency
31 December 2021
31 December 2020
PLN
822.3
855.9
EUR
57.9
85.1
USD
14.4
9.0
Other
25.0
20.4
Total
919.6
970.4
Other notes
38. Acquisition of subsidiaries
Acquisition of shares in Interia Group – final purchase price allocation
On 30 April 2020 Telewizja Polsat (Company’s subsidiary) executed with Bauer Media Invest GmbH and Bauer Polen Invest GmbH the Preliminary Share and Rights Purchase Agreement concerning:
• an acquisition from Bauer Media Invest GmbH of 100 shares in Grupa Interia.pl Sp. z o.o. (“GIGO”), representing 100% of the share capital of GIGO and carrying the right to exercise 100% of the total number of votes at the shareholders' meeting of GIGO; and;
• an acquisition from Bauer Polen Invest GmbH of all rights and obligations of a limited partner of Grupa Interia.pl Media Sp. z o.o. Sp.k. (“GIKO”) (the “Preliminary Agreement”).
The closing of the Transaction depended on the satisfaction of a condition precedent that Telewizja Polsat obtains consent of the President of the Office for Competition and Consumer Protection (UOKiK) (the “UOKiK President”) for the concentration.
On 2 July 2020 Telewizja Polsat received a decision of the UOKiK President granting the unconditional consent for the concentration consisting of the acquisition by Telewizja Polsat the exclusive control over the Interia Group companies: GIGO, GIKO, Grupa Interia.pl Sp. z o.o. Sp.k., Mobiem Polska Sp. z o.o. and Mobiem Polska Sp. z o.o. Sp.k. The above consent concludes the satisfaction of the condition precedent set forth in the Preliminary Agreement.
On 8 July 2020 Telewizja Polsat executed with Bauer Media Invest GmbH and Bauer Polen Invest GmbH Final Share and Rights Purchase Agreement for the amount of PLN 420.
The above acquisition resulted in Telewizja Polsat acquiring exclusive control over Interia Group companies: GIGO, GIKO, Grupa Interia.pl Sp. z o.o. Sp.k., Mobiem Polska Sp. z o.o.
68
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
and Mobiem Polska Sp z o.o. Sp.k. (jointly the “Interia Group”), and an indirect acquisition of shares representing 16.67% of the share capital of Polskie Badania Internetu Sp. z o.o.
Taking into account the above mentioned circumstances Cyfrowy Polsat obtained control over Interia Group on 8 July 2020.
C ONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
420.5
Final value as at 8 July 2020
420.5
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(420.5)
Cash and cash equivalents received
12.6
Cash decrease in the period of 12 months ended 31 December 2020
(407.9)
F INAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
Final fair value of assets and liabilities as at 8 July 2020:
Fair value
as at the acquisition date
(8 July 2020)
Net assets:
Other property, plant and equipment
11.2
‘Interia’ brand
82.7
Self-developed software
71.2
Other intangible assets
1.9
Right-of-use assets
14.8
Other non-current assets
0.4
Trade and other receivables
17.0
Other current assets
0.7
Cash and cash equivalents
12.6
Lease liabilities
(14.8)
Deferred tax liabilities
(23.7)
Trade and other payables
(13.6)
Value of net assets (100%)
160.4
Consideration transferred
420.5
Goodwill
260.1
Goodwill is allocated to the “Media” operating segment.
69
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Following the completion of the purchase price allocation the fair value of identified assets and liabilities has been adjusted to reflect the final valuation. The adjustment includes, among others, identification of an umbrella brand 'Interia' and self-developed software.
The Group has not restated the amortization and income tax in the comparable income statement as the impact would have been immaterial.
During the purchase price allocation the Group identified the umbrella brand 'Interia'. The fair value of the brand in the amount of PLN 82.7 as at the acquisition date was estimated on the basis of relief from royalty method (income approach). Management estimates that the brand 'Interia' has a definite useful life and thus the brand is amortized over 30 years, i.e. until 2050.
The fair value of the self-developed software in the amount of PLN 71.2 as at the acquisition date was estimated based on the cost approach.
The revenue and net profit included in the consolidated income statement for the reporting period since 8 July 2020 to 31 December 2020 contributed by Interia Group amounted to PLN 57.5 and PLN 16.6, respectively. Had it been acquired on 1 January 2020 the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2020 would have amounted to PLN 12,011.5 and PLN 1,160.4 respectively.
Acquisition of shares in TV Spektrum Sp. z o.o. – final purchase price allocation
On 18 September 2020 Telewizja Polsat (Company’s subsidiary) acquired 50.52% shares in TV Spektrum Sp. z o.o. After this transaction Telewizja Polsat holds 100% shares of TV Spektrum Sp. z o.o.
The consideration for 50.52% shares in TV Spektrum Sp. z o.o. amounted to PLN 19.3.
C ONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
29.7
Final value as at 18 September 2020
29.7
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(19.3)
Cash and cash equivalents received
1.4
Cash decrease in the period of 12 months ended 31 December 2020
(17.9)
70
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
F INAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
Final fair value of assets and liabilities as at 18 September 2020:
Fair value
as at the acquisition date
(18 September 2020)
Net assets:
Other intangible assets
11.4
Programming assets
15.4
Trade and other receivables
10.7
Other current assets
0.1
Cash and cash equivalents
1.4
Loans and borrowings
(33.1)
Trade and other payables
(42.6)
Value of net assets (100%)
(36.7)
Consideration transferred
29.7
Goodwill
66.4
Goodwill is allocated to the “Media” operating segment.
The revenue and net loss included in the consolidated income statement for the reporting period since 18 September 2020 contributed by TV Spektrum amounted to PLN 0.1 and PLN 10.3, respectively. Had it been acquired on 1 January 2020, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2020 would have amounted to PLN 11,959.3 and PLN 1,133.0, respectively.
Acquisition of shares in Polot Media Sp. z o.o. (formerly Tako Media Sp. z o. o.) and joining to Polot Media Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly Tako Media Spółka z ograniczoną odpowiedzialnością Sp. k.) as a limited partner – final purchase price allocation
On 23 December 2020 Telewizja Polsat (Company’s subsidiary) acquired 60% shares in Tako Media Sp. z o. o. for the purchase price of PLN 3,000 (not in millions).
On 23 December 2020 Telewizja Polsat (Company’s subsidiary) joined Tako Media Spółka z ograniczoną odpowiedzialnością Sp.k. as a new limited partner. After this transaction, Telewizja Polsat holds directly and indirectly (through Tako Media Sp. z o. o.) 60% share in the profit of Tako Media Spółka z ograniczoną odpowiedzialnością Sp.k. Cash contribution amounted to PLN 75,000 (not in millions).
On 23 December 2020 partners of Tako Media Sp. z o.o. Sp.k. adopted a resolution concerning a new policy of share in profit/loss. According to this resolution, Telewizja Polsat has 58.2% share in profit since 1 December 2020.
On 2 February 2021 company’s name change from Tako Media Sp. z o.o. to Polot Media Sp. z o. o. was registered. On 18 February 2021 company’s name change from Tako Media Spółka z ograniczoną odpowiedzialnością Sp.k. to Polot Media Spółka z ograniczoną odpowiedzialnością Sp. k. was registered.
Taking into account the above mentioned circumstances Cyfrowy Polsat obtained control over Polot Media Sp. z o.o. and Polot Media Sp. z o.o. Sp.k. on 1 December 2020.
71
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
C ONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
0.1
Final value as at 23 December 2020
0.1
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(0.1)
Cash and cash equivalents received
2.5
Cash increase in the period of 12 months ended 31 December 2020
2.4
F INAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
Final fair value of assets and liabilities as at 1 December 2020:
Fair value
as at the acquisition date
(1 December 2020 )
Net assets:
Other property, plant and equipment
5.1
Other intangible assets
0.0
Other non-current assets
0.0
Programming assets
9.1
Trade and other receivables
4.9
Other current assets
0.2
Cash and cash equivalents
2.5
Trade and other payables
(9.2)
Contract liabilities
(10.3)
Value of net assets (100%)
2.3
Value of net assets attributable to non-controlling interest
2.3
Value of net assets attributable to Cyfrowy Polsat S.A. Capital Group
0.0
Increase in share capital of purchased entities
(0.1)
Consideration transferred
0.1
Goodwill
0.0
Goodwill is allocated to the “Media” operating segment.
The revenue and net loss included in the consolidated income statement for the reporting period since 1 December 2020 contributed by Polot Media Sp. z o. o. and Polot Media Spółka z ograniczoną odpowiedzialnością Sp. k. amounted to PLN 0.4 and PLN 2.3. Had it been
72
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
acquired on 1 January 2020, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2020 would have amounted to PLN 12,000.5 and PLN 1,150.4, respectively.
Acquisition of shares in BCAST Sp. z o.o. – final purchase price allocation
On 25 March 2020 the Company acquired 69.13% shares in BCAST Sp. z o.o. for the purchase price of PLN 7.4. From the date of acquisition of the shares, the Company had a significant influence over BCAST.
On 23 December 2020 the Company acquired additional 0.89% shares in BCAST Sp. z o.o. for the purchase price of PLN 0.1 and obtained control over the entity.
As at 31 December 2020 the Company holds a total of 70.02% of BCAST Sp. z o.o. shares.
C ONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
7.3
Final value as at 23 December 2020
7.3
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 69.13% shares
(7.4)
Cash transferred for 0.89% shares
(0.1)
Cash and cash equivalents received
0.5
Cash decrease in the period of 12 months ended 31 December 2020
(7.0)
F INAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
73
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Final fair value of assets and liabilities as at 23 December 2020:
Fair value
as at the acquisition date
(23 December 2020)
Net assets:
Other property, plant and equipment
4.4
Right-of-use assets
4.0
Deferred tax assets
0.1
Trade and other receivables
0.7
Cash and cash equivalents
0.5
Loans and borrowings
(3.6)
Lease liabilities
(4.2)
Trade and other payables
(0.8)
Income tax liability
(0.1)
Value of net assets (100%)
1.0
Value of net assets attributable to non-controlling interest
0.3
Value of net assets attributable to Cyfrowy Polsat S.A. Capital Group
0.7
Consideration transferred
7.3
Goodwill
6.6
Goodwill is allocated to the “B2C and B2B services” operating segment.
The revenue and net loss for the reporting period since 23 December 2020 contributed by BCAST Sp. z o.o. amounted to PLN 0.0 and PLN 0.0, respectively. Had it been acquired on 1 January 2020, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2020 would have amounted to PLN 11,968.1 and PLN 1,146.2, respectively.
Acquisition of shares in Premium Mobile Sp. z o.o. – provisional purchase price allocation
On 2 July 2021 Polkomtel Sp. z o.o. (Company’s subsidiary) acquired 28.01% shares in Premium Mobile Sp. z o.o. for the purchase price of PLN 35.5.
On 9 July 2021 Polkomtel Sp. z o.o. acquired additional 53.69% shares in Premium Mobile Sp. z o.o. for the purchase price of PLN 68.1.
As a result of the above-mentioned transactions, the Group holds a total of 100.0% shares in Premium Mobile Sp. z o.o. and obtained control over the Premium Mobile Group entities i.e. Premium Mobile Sp. z o.o., Visignio Sp. z o.o., Saveadvisor Sp. z o.o. oraz Mobi Dealer Sp. z o.o. (jointly the “Premium Mobile Group”).
74
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
P ROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Consideration
125.1
Provisional value as at 9 July 2021
125.1
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 28.01% shares
(35.5)
Cash transferred for 53.69% shares
(68.1)
Cash and cash equivalents received
8.6
Cash decrease in the period of 12 months ended 31 December 2021
(95.0)
P ROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
Provisional and temporary fair value of assets and liabilities as at 9 July 2021:
Provisional fair value
as at the acquisition date
(9 July 2021)
Net assets:
Other property, plant and equipment
0.2
Other intangible assets
0.1
Right-of-use assets
2.1
Deferred tax assets
1.1
Inventories
0.1
Trade and other receivables
5.0
Other current assets
0.5
Cash and cash equivalents
8.6
Lease liabilities
(2.1)
Contract liabilities
(4.4)
Trade and other payables
(18.0)
Provisional value of net assets
(6.8)
Provisional consideration transferred
125.1
Provisional goodwill
131.9
Goodwill is allocated to the “B2C and B2B services” operating segment.
The revenue and net profit for the reporting period since 9 July 2021 contributed by Premium Mobile Group amounted to PLN 47.6 and PLN 11.2, respectively. Had it been acquired on 1 January 2021, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2021 would have amounted to PLN 12,487.6 and PLN 4,415.7, respectively.
75
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Acquisition of shares in Logitus Sp. z o.o. – provisional purchase price allocation
On 29 July 2021 Netia S.A. (Company’s subsidiary) acquired 100% shares in Logitus Sp. z o.o. (“Logitus”).
The consideration for 100% shares of Logitus Sp. z o.o. amounted to PLN 12.9.
Logitus holds 100% of shares in Market Software Sp. z o.o. On 2 December 2021, Logitus merged with its subsidiary Market Software Sp. z o.o. by transferring all assets to Logitus.
P ROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Cash transferred for the 100% shares of Logitus
12.2
Liability to pay in accordance with purchase agreement
0.7
Provisional value as at 29 July 2021
12.9
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(12.2)
Cash and cash equivalents received
0.1
Cash decrease in the period of 12 months ended 31 December 2021
(12.1)
P ROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
Provisional and temporary fair value of assets and liabilities as at 29 July 2021:
Provisional fair value
as at the acquisition date
(29 July 2021)
Net assets:
Customer relationships
6.2
Other property, plant and equipment
2.3
Trade and other receivables
0.1
Cash and cash equivalents
0.1
Trade and other payables
(0.1)
Deferred tax liabilities
(1.2)
Provisional value of net assets
7.4
Provisional consideration transferred
12.9
Provisional goodwill
5.5
Goodwill is allocated to the “B2C and B2B services” operating segment.
The revenue and net profit included in the consolidated income statement for the reporting period since 29 July 2021 to 31 December 2021 contributed by Logitus amounted to PLN 1.5 and PLN 0.4, respectively. Had it been acquired on 1 January 2021 the pro forma revenue
76
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
and net income included in the consolidated income statement for the 12 months ended 31 December 2021 would have amounted to PLN 12,446.1 and PLN 4,414.0, respectively.
Acquisition of shares in CKS Ossa Sp. z o.o. (formerly TMS Ossa Sp. z o.o.) – provisional purchase price allocation
On 6 August 2021 Polkomtel Sp. z o.o. (Company’s subsidiary) acquired 100% shares in TMS Ossa Sp. z o.o.
The consideration for 100% shares in TMS Ossa Sp. z o.o. amounted to PLN 47.0.
On 15 December 2021 company’s name change from TMS Ossa Sp. z o.o. to CKS Ossa Sp. z o.o. was registered.
P ROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Consideration
47.0
Provisional value as at 6 August 2021
47.0
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(47.0)
Cash and cash equivalents received
2.9
Cash decrease in the period of 12 months ended 31 December 2021
(44.1)
P ROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
77
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Provisional and temporary fair value of assets and liabilities as at 6 August 2021:
Provisional fair value
as at the acquisition date
(6 August 2021)
Net assets:
Other property, plant and equipment
120.5
Other intangible assets
0.2
Inventories
0.1
Trade and other receivables
0.7
Other current assets
0.4
Cash and cash equivalents
2.9
Deferred tax liabilities
(3.4)
Other non-current liabilities and provisions
(0.1)
Loans and borrowings
(72.4)
Contract liabilities
(1.4)
Trade and other payables
(6.8)
Provisional value of net assets
40.7
Provisional consideration transferred
47.0
Provisional goodwill
6.3
Goodwill is allocated to the “B2C and B2B services” operating segment.
The revenue and net loss included in the consolidated income statement for the reporting period since 6 August 2021 contributed by CKS Ossa Sp. z o.o. amounted to PLN 2.7 and PLN 4.2, respectively. Had it been acquired on 1 January 2021, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2021 would have amounted to PLN 12,444.5 and PLN 4,407.0 respectively.
Acquisition of shares in Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.) – provisional purchase price allocation
On 6 August 2021 Polkomtel Sp. z o.o. (Company’s subsidiary) acquired 100% shares in Horest, Hotel pod Żaglami Sp. z o.o.
The consideration for 100% shares in Horest, Hotel pod Żaglami Sp. z o.o. amounted to PLN 2.2.
On 17 December 2021 company’s name change from Horest, Hotel pod Żaglami Sp. z o.o. to Ossa Medical Center Sp. z o.o. was registered.
P ROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Consideration
2.2
Provisional value as at 6 August 2021
2.2
78
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(2.2)
Cash and cash equivalents received
0.6
Cash decrease in the period of 12 months ended 31 December 2021
(1.6)
P ROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair values of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
Provisional and temporary fair value of assets and liabilities as at 6 August 2021:
Provisional fair value
as at the acquisition date
(6 August 2021)
Net assets:
Other property, plant and equipment
0.9
Trade and other receivables
0.3
Cash and cash equivalents
0.6
Provisional value of net assets
1.8
Provisional consideration transferred
2.2
Provisional goodwill
0.4
Goodwill is allocated to the “B2C and B2B services” operating segment.
The revenue and net loss included in the consolidated income statement for the reporting period since 6 August 2021 contributed by Ossa Medical Center Sp. z o.o. amounted to PLN 0.0 and PLN 0.3, respectively. Had it been acquired on 1 January 2021, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2021 would have amounted to PLN 12,444.0 and PLN 4,414.5 respectively.
Acquisition of shares in Stork 5 Sp. z o.o. – final purchase price allocation
On 24 November 2021 the Company acquired 100% shares in Stork 5 Sp. z o.o. and its subsidiary, Swan 5 Sp. z o.o.
The consideration for 100% shares in Stork 5 Sp. z o.o. amounted to PLN 8.2.
C ONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
8.2
Final value as at 24 November 2021
8.2
79
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(8.2)
Cash and cash equivalents received
0.0
Cash decrease in the period of 12 months ended 31 December 2021
(8.2)
F INAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair values of identified assets and liabilities of the acquired companies as at the acquisition date. The transaction has been accounted for as an asset acquisition.
Final fair value of assets and liabilities as at 24 November 2021:
Fair value
as at the acquisition date
(24 November 2021)
Net assets:
Other property, plant and equipment
19.0
Trade and other receivables
0.1
Cash and cash equivalents
0.0
Loans and borrowings
(10.4)
Trade and other payables
(0.5)
Value of net assets (100%)
8.2
The revenue and net loss for the reporting period since 24 November 2021 contributed by Stork 5 Sp. z o.o. amounted to PLN 0.0 and PLN 0.0, respectively. Had it been acquired on 1 January 2021, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2021 would have amounted to PLN 12,444.3 and PLN 4,414.1, respectively.
39. Investment in associates
Acquisition of Asseco Poland S.A. shares
The transfer of ownership of the Asseco Poland S.A. (Asseco) shares was settled through the depositary and settlement system operated by Krajowy Depozyt Papierów Wartościowych S.A. on 30 December 2019.
After settlement of the acquisition, the Company held a total of 22.73% Asseco shares as at 30 December 2019.
On 31 July 2020 Cyfrowy Polsat purchased from Reddev 184,127 (not in millions) Asseco shares for the price of PLN 11.4. Following the transaction, the Company holds a total of 22.95% of Asseco shares.
80
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents summary of Asseco Group’s financial data as at 31 December 2021:
for the 12 months ended
31 December 2021
Revenue
14,498.1
Profit from operating activities
1,456.1
Net profit
1,045.4
Other comprehensive income, net
246.9
Total comprehensive income
1,292.3
31 December 2021
Non-current assets
10,425.7
Current assets
8,132.8
Assets held for sale
12.3
Total assets
18,570.8
Non-current liabilities
3,403.3
Current liabilities
5,520.8
Total liabilities
8,924.1
Fair value of the investment held in Asseco as at 30 December 2019 amounted to PLN 1,226. Following the completion of the purchase price allocation process for the acquisition of Asseco as at 30 December 2019, the Group identified goodwill in the amount of PLN 644, included in the carrying amount of the investment. The impairment test performed as at 31 December 2021 did not indicate impairment.
Acquisition of shares in Modivo S.A. (formerly eObuwie.pl S.A.)
On 31 March 2021 Management Board decided to acquire 10% of the share capital in eObuwie.pl S.A. within the scope of a pre-IPO investment for PLN 500. As a result of the above, on 31 March 2021 the Company signed a preliminary agreement regarding acquisition of shares and a shareholders’ agreement regulating, among others, the future corporate governance principles of eObuwie.pl S.A. This agreement had a conditional nature, in particular the seller was obliged to obtain relevant consents of banks financing the operating activities of the seller’s capital group as well as the consent of the general shareholders meeting of eObuwie.pl S.A. for the sale of company’s shares.
The Company completed transaction of acquisition of 10% of the shares in eObuwie.pl S.A. on 22 June 2021.
Fair value of the investment held in eObuwie as at 22 June 2021 amounted to PLN 500. Following the completion of the purchase price allocation process for the acquisition of eObuwie as at 22 June 2021, the Group identified goodwill in the amount of PLN 245.6, included in the carrying amount of the investment. The effective share in the net assets held by Cyfrowy Polsat amounted to PLN 254.4.
On 21 January 2022 company’s name change to Modivo S.A. was registered.
81
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
40. Financial instruments
Overview
Cyfrowy Polsat S.A. Capital Group has exposure to the following risks from its use of financial instruments:
• credit risk,
• liquidity risk,
• market risk:
- currency risk,
- interest rate risk.
The Group’s risk management policies are designed to reduce the impact of any adverse conditions on the Group’s results.
The Management Board has overall responsibility for the oversight and management of the risks that the Group is subjected to in its activities. Therefore, the Management Board has established an overall risk management framework as well as specific risk management policies with respect to market, credit and liquidity risks.
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are also included throughout these consolidated financial statements.
Bank loans, bonds, cash, forwards, interest rate swaps and short-term bank deposits are the main financial instruments used by the Group, with the intention of securing the financing for the Group’s activities. The Group also holds other financial instruments including trade receivables and payables, payables relating to purchases of programming rights and payables relating to purchases of tangible and intangible assets which arise in the course of its business activities.
F INANCIAL ASSETS
Carrying amount
31 December 2021
31 December 2020
Financial assets measured at amortized cost
6,834.2
4,495.2
Loans granted
72.4
7.8
Trade and other receivables from related parties
10.3
25.4
Trade and other receivables from third parties
3,107.2
3,096.2
Cash and cash equivalents
3,632.4
1,355.4
Restricted cash
11.9
10.4
Financial assets measured at fair value though other comprehensive income
0.6
0.2
Investments in equity instruments
0.6
0.2
Hedging derivative instruments
13.4
-
Interest rate swaps
13.4
-
Derivative instruments not designated as hedging instruments:
70.5
2.4
Forward transactions
-
2.0
Interest rate swaps
70.5
0.4
82
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
F INANCIAL LIABILITIES
Carrying amount
31 December 2021
31 December 2020
Financial liabilities measured at amortized cost
14,138.8
16,379.1
Lease liabilities
698.6
1,573.0
Loans and borrowings
8,744.5
9,640.8
Bonds
2,008.5
1,997.9
UMTS license liabilities
139.9
263.4
Trade and other payables to third parties and deposits
1,564.2
901.3
Trade and other payables to related parties
63.5
68.6
Liabilities to shareholders of the Parent Company related to dividend for 2019
-
415.7
Liabilities due to tender offer for shares in Netia S.A.*
-
548.0
Accruals
919.6
970.4
Hedging derivative instruments
-
10.2
Interest rate swaps
-
10.2
Derivative instruments not designated as hedging instruments
-
45.8
Forward transactions
-
-
Interest rate swaps
-
45.8
* The announcement of the tender offer for Netia’s shares dated 23 December 2020 resulted in a financial liability for the Group resulting from the put option, defined as the Netia’s share price in the tender offer (PLN 4.80 (not in millions)) and the number of shares in the tender offer (114,173,459 shares (not in millions)). Subscriptions for 84,868 shares (not in millions) were accepted in the tender offer until 26 February 2021. As a result, on 8 March 2021, the financial liability in the amount of PLN 547.6 was derecognised from the balance sheet. See note 48.
Credit risk
Credit risk is defined as the risk that counterparties of the Group will not be able to meet their contractual obligations. Exposure to credit risk is related to three main areas:
• the creditworthiness of the customers with whom physical sale transactions are undertaken,
• the creditworthiness of the financial institutions (banks/brokers) with whom, or through whom, hedging or other derivative transactions are undertaken,
• the creditworthiness of the entities in which investments are made, or whose securities are purchased.
The Group’s exposure to credit risk is associated primarily with trade receivables and contract assets. The Parent’s customer base includes a large number of individual subscribers who are dispersed geographically over the entire country, and who are required to prepay their subscription fees. Receivables from Parent’s sales network are covered with commission liabilities or deposits. Receivables from subscribers are continuously monitored and recovery actions are taken, including blocking the signal transferred to subscribers or termination of services to a telephony client and Internet customer. Telewizja Polsat and its subsidiaries provide services with deferred payment which may cause the risk of delays. Assessment of the creditworthiness of the counterparties is regularly carried out and in principle the company does not require security in relation to the financial assets. Polkomtel’s customer base is dispersed geographically over the entire country. In case of important postpaid clients services are rendered following positive credit approval while in case of individual retail clients the verification process is automatized and based on IT-supported customer relationship management system and characteristics of the billing systems. Receivables from Polkomtel’s sales network are continuously monitored, sales limits and utilization limits are used.
The Group pursues a credit policy under which credit risk exposure is constantly monitored.
83
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Due to diversification of risk in terms of the nature of individual entities, their geographical location and cooperation with highly-rated financial institutions, also taking into consideration the fair value of liabilities arising from derivative transactions, the Group is not materially exposed to credit risk as a result of derivative transactions entered into.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at the reporting date was as follows:
Maximum exposure to credit risk
Carrying amount
31 December 2021
31 December 2020
Loans granted
72.4
7.8
Trade and other receivables from related parties
10.3
25.4
Trade and other receivables from third parties
3,107.2
3,096.2
Contract assets
418.0
537.7
Cash and cash equivalents
3,632.4
1,355.4
Restricted cash
11.9
10.4
Hedging derivative instruments:
13.4
-
Interest rate swaps
13.4
-
Derivative instruments not designated as hedging instruments:
70.5
2.4
Forward transactions
-
2.0
Interest rate swaps
70.5
0.4
Total
7,336.1
5,035.3
The concentration of credit risk for trade and other receivables, loans granted and contract assets is presented in the tables below:
Carrying amount
31 December 2021
31 December 2020
Receivables from subscribers
2,582.2
2,735.6
Receivables from media companies
346.3
313.2
Receivables from satellite and cable operators
37.2
41.4
Roaming and interconnect receivables
317.8
337.6
Receivables from distributors
77.1
81.5
Receivables and loans granted to related parties
43.4
32.3
Other receivables and loans granted to third parties
203.9
125.5
Total
3,607.9
3,667.1
84
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Carrying amount
31 December 2021
31 December 2020
Company A
63.3
49.0
Company B
62.3
45.1
Company C
32.5
30.4
Company D
31.5
26.4
Company E
22.5
26.0
Other
3,395.8
3,490.2
Total
3,607.9
3,667.1
Note: for each year 5 largest debtors are presented, not necessarily the same entities in both periods.
The ageing of trade and other receivables, loans granted and contract assets at the reporting date was:
31 December 2021
31 December 2020
Gross
Impairment
Net
Gross
Impairment
Net
Not past due
2,801.5
43.3
2,758.2
2,690.8
46.3
2,644.5
Past due 1-30 days
130.5
10.0
120.5
323.1
9.0
314.1
Past due 31-60 days
187.8
10.7
177.1
89.1
10.5
78.6
Past due more than 60 days
284.3
150.2
134.1
247.7
155.5
92.2
Total
3,404.1
214.2
3,189.9
3,350.7
221.3
3,129.4
Contract assets
432.2
14.2
418.0
551.9
14.2
537.7
Total
3,836.3
228.4
3,607.9
3,902.6
235.5
3,667.1
Liquidity risk
The Group’s objective in liquidity management is to ensure that it always has sufficient funds to meet its liabilities when due. Any surplus cash is invested mainly into bank deposits.
The Group prepares, on an ongoing basis, analyses and forecasts of its cash requirements based on projected cash flows.
The following are the contractual maturities of the Group’s financial liabilities, that will be settled net in the appropriate age ranges, based on the remaining period until the contractual maturity date as at the balance sheet date.
85
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31 December 2021
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
Over 5 years
Loans and borrowings
8,744.5
9,615.8
547.8
551.8
1,024.1
7,483.7
8.4
Bonds
2,008.5
2,430.9
22.8
45.3
90.8
1,249.6
1,022.4
UMTS license liabilities
139.9
142.6
-
142.6
-
-
-
Lease liabilities
698.6
789.3
108.1
105.7
188.2
233.7
153.6
Trade and other payables to third parties and deposits
1,564.2
1,564.2
1,564.2
-
-
-
-
Trade and other payables to related parties
63.5
63.5
63.5
-
-
-
-
Accruals
919.6
919.6
919.6
-
-
-
-
14,138.8
15,525.9
3,226.0
845.4
1,303.1
8,967.0
1,184.4
Undiscounted future cash flows related to lease agreements for an indefinite period equal PLN 159.5 as at 31 December 2021.
31 December 2020
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
Over 5 years
Loans and borrowings
9,640.8
10,334.8
285.8
485.2
959.2
8,597.6
7.0
Bonds
1,997.9
2,233.8
19.7
19.4
39.0
117.2
2,038.5
UMTS license liabilities
263.4
272.2
-
129.2
143.0
-
-
Lease liabilities
1,573.0
1,708.9
241.2
235.7
422.5
533.4
276.1
Trade and other payables to third parties and deposits
901.3
901.3
901.3
-
-
-
-
Trade and other payables to related parties
68.6
68.6
68.6
-
-
-
-
Liabilities to shareholders of the Parent Company related to dividend for 2019
415.7
415.7
415.7
-
-
-
-
Liabilities due to tender offer for shares in Netia S.A. 2
548.0
548.0
548.0
-
-
-
-
Accruals
970.4
970.4
970.4
-
-
-
-
Hedging derivative instruments:
IRS 1
10.2
10.3
2.9
2.7
3.9
0.8
-
Derivative instruments not designated as hedging instruments:
IRS 1
45.8
45.8
20.7
13.0
12.1
-
-
16,435.1
17,509.8
3,474.3
885.2
1,579.7
9,249.0
2,321.6
1 pursuant to the agreements settlements shall be on a net basis
2 The announcement of the tender offer for Netia’s shares dated 23 December 2020 resulted in a financial liability for the Group resulting from the put option, defined as the Netia’s share price in the tender offer (PLN 4.80 (not in millions)) and the number of shares in the tender offer (114,173,459 shares (not in millions)). Subscriptions for 84,868 shares (not in millions) were accepted in the tender offer until 26 February 2021. As a result, on 8 March 2021, the financial liability in the amount of PLN 547.6 was derecognised from the balance sheet. See note 48.
86
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Undiscounted future cash flows related to lease agreements for an indefinite period equal PLN 206.9 as at 31 December 2020.
Market risk
The Group has an active approach to managing its market risk exposure. The objectives of market risk management are:
• to limit fluctuations in profit/loss before tax ,
• to increase the probability of meeting budget assumptions ,
• to maintain the healthy financial condition and
• to support the process of undertaking strategic decisions relating to investing activity, with attention to sources of capital for this activity.
All the market risk management objectives should be considered as a whole, while their realisation is dependant primarily upon the internal situation and market conditions.
The Group applies an integrated approach to market risk management. This means a comprehensive approach to the whole spectrum of identified market risks, rather than to each of them individually. The primary technique for market risk management is the use in the Group of hedging strategies involving derivatives. Apart from this, natural hedging is also used to the extent available.
All of the potential hedging strategies and the selection of those preferred reflect the following factors: the nature of identified market risk exposures of the Group, the suitability of instruments to be applied and the cost of hedging, current and forecasted market conditions. In order to mitigate market risk, derivatives are primarily used. The Group transacts only those derivatives for which it has the ability to assess their value internally, using standard pricing models appropriate for a particular type of derivative, and also these which can be traded without significant loss of value with a counterparty other than the one with whom the transaction was initially entered into. In evaluating the market value of a given instrument, the Group relies on information obtained from particular market leading banks, brokers and information services.
It is permitted to use the following types of instruments:
• Swaps (IRS/CIRS),
• Forwards and futures,
• Options.
Currency risk
One of the main risks that the Group is exposed to is currency risk resulting from fluctuations in exchange rate of the Polish zloty against other currencies. Revenues generated by the Group are denominated primarily in the Polish zloty, while a portion of operating costs and capital expenditures are incurred in foreign currencies. The Parent’s currency risk is associated mainly to royalties to TV and radio broadcasters (USD and EUR), transponder capacity agreements (EUR), fees for conditional access system (EUR and USD) and purchases of reception equipment and accessories for reception equipment (USD and EUR). After the purchase of Telewizja Polsat Sp. z o.o. currency risk exposure is also associated to purchases of foreign programming licences (EUR and USD). After the purchase of Metelem Holding Company Ltd. currency risk exposure is also associated to UMTS license liabilities (EUR), agreements with suppliers of stock, mainly mobile phones, and suppliers of telecommunication network equipment (EUR and USD), roaming and interconnect agreements and rental of office space (various currencies).
In respect of licence fees and transponder capacity agreements, the Group partly reduces its currency risk exposure by means of an economic hedge as it denominates receivables from signal broadcast and marketing services in foreign currencies.
The Group does not hold any assets held for trading denominated in foreign currencies.
87
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The Group’s exposure to foreign currency was as follows based on currency amounts:
31 December 2021
EUR
USD
CHF
XDR
Trade receivables
19.4
3.8
-
0.4
Cash and cash equivalents
12.0
5.4
0.3
-
UMTS license liabilities
(30.4)
-
-
-
Lease liabilities
(37.0)
(0.7)
-
-
Trade payables
(176.8)
(23.3)
-
(0.5)
Accruals
(12.6)
(3.5)
-
(4.2)
Gross balance sheet exposure
(225.4)
(18.3)
0.3
(4.3)
Forward transactions
6.0
-
-
-
Net exposure
(219.4)
(18.3)
0.3
(4.3)
31 December 2020
EUR
USD
CHF
XDR
Trade receivables
11.9
2.8
-
1.5
Cash and cash equivalents
10.2
2.2
6.2
-
UMTS license liabilities
(57.1)
-
-
-
Lease liabilities
(55.9)
(10.3)
-
-
Trade payables
(50.8)
(17.9)
-
(0.1)
Accruals
(18.4)
(2.4)
-
(3.6)
Gross balance sheet exposure
(160.1)
(25.6)
6.2
(2.2)
Forward transactions
12.0
-
-
-
Net exposure
(148.1)
(25.6)
6.2
(2.2)
The following foreign exchange rates were applied in the presented periods:
Average rate
Rates at the reporting date
(in PLN)
2021
2020
31 December 2021
31 December 2020
1 EUR
4.5674
4.4448
4.5994
4.6148
1 USD
3.8629
3.8993
4.0600
3.7584
1 CHF
4.2252
4.1532
4.4484
4.2641
1 XDR
5.5009
5.4301
5.6917
5.4632
For the purposes of the exchange rate sensitivity analysis as at 31 December 2021 and 31 December 2020, exchange rate volatility in the +/- 5% range was assumed as probable. This analysis assumes that all other variables, in particular interest rates, remain constant.
88
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2021
2020
As at 31 December 2021
As at 31 December 2020
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Trade receivables
EUR
19.4
89.3
5%
4.4
-
11.9
54.9
5%
2.8
-
USD
3.8
15.3
5%
0.9
-
2.8
10.5
5%
0.5
-
XDR
0.4
2.3
5%
0.1
-
1.5
8.2
5%
0.4
-
Cash and cash equivalents
EUR
12.0
55.2
5%
2.8
-
10.2
47.1
5%
2.3
-
USD
5.4
21.8
5%
1.2
-
2.2
8.1
5%
0.6
-
CHF
0.3
1.4
5%
-
-
6.2
26.4
5%
1.4
-
UMTS license liabilities
EUR
(30.4)
(139.9)
5%
(6.9)
-
(57.1)
(263.4)
5%
(13.3)
-
Lease liabilities
EUR
(37.0)
(170.2)
5%
(8.5)
-
(55.9)
(258.0)
5%
(12.9)
-
USD
(0.7)
(2.8)
5%
(0.2)
-
(10.3)
(38.7)
5%
(1.9)
-
Trade payables
EUR
(176.8)
(813.2)
5%
(40.6)
-
(50.8)
(234.4)
5%
(11.8)
-
USD
(23.3)
(94.8)
5%
(4.5)
-
(17.9)
(67.3)
5%
(3.3)
-
XDR
(0.5)
(2.8)
5%
(0.2)
-
(0.1)
(0.5)
5%
(0.1)
-
Accruals
EUR
(12.6)
(57.9)
5%
(3.0)
-
(18.4)
(85.1)
5%
(4.1)
-
USD
(3.5)
(14.4)
5%
(0.5)
-
(2.4)
(9.0)
5%
(0.5)
-
XDR
(4.2)
(23.9)
5%
(1.2)
-
(3.6)
(19.7)
5%
(1.0)
-
89
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in operating profit
(56.2)
-
(40.9)
-
Forwards
EUR
6.0
27.6
5%
1.4
-
12.0
55.4
5%
2.7
-
Income tax
10.4
-
7.3
-
Change in net profit
(44.4)
-
(30.9)
-
90
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2021
2020
As at 31 December 2021
As at 31 December 2020
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Trade receivables
EUR
19.4
89.3
-5%
(4.4)
-
11.9
54.9
-5%
(2.8)
-
USD
3.8
15.3
-5%
(0.9)
-
2.8
10.5
-5%
(0.5)
-
XDR
0.4
2.3
-5%
(0.1)
-
1.5
8.2
-5%
(0.4)
-
Cash and cash equivalents
EUR
12.0
55.2
-5%
(2.8)
-
10.2
47.1
-5%
(2.3)
-
USD
5.4
21.8
-5%
(1.2)
-
2.2
8.1
-5%
(0.6)
-
CHF
0.3
1.4
-5%
-
-
6.2
26.4
-5%
(1.4)
-
UMTS license liabilities
EUR
(30.4)
(139.9)
-5%
6.9
-
(57.1)
(263.4)
-5%
13.3
-
Lease liabilities
EUR
(37.0)
(170.2)
-5%
8.5
-
(55.9)
(258.0)
-5%
12.9
-
USD
(0.7)
(2.8)
-5%
0.2
-
(10.3)
(38.7)
-5%
1.9
-
Trade payables
EUR
(176.8)
(813.2)
-5%
40.6
-
(50.8)
(234.4)
-5%
11.8
-
USD
(23.3)
(94.8)
-5%
4.5
-
(17.9)
(67.3)
-5%
3.3
-
XDR
(0.5)
(2.8)
-5%
0.2
-
(0.1)
(0.5)
-5%
0.1
-
Accruals
EUR
(12.6)
(57.9)
-5%
3.0
-
(18.4)
(85.1)
-5%
4.1
-
USD
(3.5)
(14.4)
-5%
0.5
-
(2.4)
(9.0)
-5%
0.5
-
XDR
(4.2)
(23.9)
-5%
1.2
-
(3.6)
(19.7)
-5%
1.0
-
91
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in operating profit
56.2
-
40.9
-
Forwards
EUR
6.0
27.6
-5%
(1.4)
-
12.0
55.4
-5%
(2.7)
-
Income tax
(10.4)
-
(7.3)
-
Change in net profit
44.4
-
30.9
-
92
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2021
2020
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Estimated change in
profit
in PLN
Estimated change in other comprehensive income
in PLN
Estimated change in exchange rate by 5 %
EUR
(40.8)
-
(27.8)
-
USD
(2.5)
-
(3.7)
-
CHF
-
-
1.1
-
XDR
(1.1)
-
(0.5)
-
Estimated change in exchange rate by -5 %
EUR
40.8
-
27.8
-
USD
2.5
-
3.7
-
CHF
-
-
(1.1)
-
XDR
1.1
-
0.5
-
Had Polish zloty strengthened 5% against the basket of currencies as at 31 December 2021 and 31 December 2020, the Group’s net profit would have decreased by PLN 44.4 and decreased by PLN 30.9, respectively and other comprehensive income would have been unchanged in 2021 and would have been unchanged in 2020. Had the Polish zloty appreciated 5%, the Group’s net profit would have correspondingly increased by PLN 44.4 in 2021 and increased by PLN 30.9 in 2020, assuming that all other variables remain constant. Estimated future revenue and costs denominated in foreign currencies are not taken into consideration.
Interest rate risk
Changes in market interest rates have no direct effect on the Group’s revenues, however, they do have an effect on net cash from operating activities due to interest earned on overnight bank deposits and current accounts, and on net cash from financing activities due to interest charged on bank loans and bonds.
The Group regularly analyses its level of interest rate risk exposure, including refinancing and risk minimising scenarios. Based on these analyses, the Group estimates the effects of changes in interest rates on its profit and loss.
In order to reduce interest rate risk exposure resulting from Parent’s interest payments on floating rate senior facility, the Group stipulated interest rate swaps for which hedge accounting was adopted (see note 30). In order to reduce interest rate risk exposure resulting from Metelem Holding Company Ltd. group (currently Polkomtel Sp. z o.o. group) interest payments on floating rate senior facilities, the Group also uses interest rate swaps and for them hedge accounting was not adopted.
93
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
At the reporting date, the interest rate risk profile of interest-bearing financial instruments was:
Carrying amount
31 December 2021
31 December 2020
Fixed rate instruments
Financial assets
41.6
60.1
Variable rate instruments
Financial assets *
3,219.2
1,100.7
Financial liabilities *
(11,602.4)
(13,456.8)
Net interest exposure
(8,383.2)
(12,356.1)
* nominal debt
The Group classifies loan liabilities as variable rate instruments. Changes in the interest rate components do not result in a change in the carrying amount of the loan liability. The changes are reflected prospectively in the interest expense on loans and borrowings.
Cash flow sensitivity analysis for variable rate instruments (pre-tax effect):
Income statement
Other comprehensive income
Equity
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
31 December 2021
Variable rate instruments *
(61.6)
61.6
7.8
(7.8)
(53.8)
53.8
Cash flow sensitivity (net)
(61.6)
61.6
7.8
(7.8)
(53.8)
53.8
31 December 2020
Variable rate instruments *
(89.0)
89.0
9.3
(9.3)
(79.7)
79.7
Cash flow sensitivity (net)
(89.0)
89.0
9.3
(9.3)
(79.7)
79.7
* include sensitivity in fair value changes of hedging instruments (interest rate swaps) due to changes in interest rates
For some instruments the Group applies cash flow hedge model under IAS 39 for interest rate exposure from floating rate interest payments in PLN on senior facility hedged by interest rate swap.
Fair value vs. carrying amount
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
94
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Presented below are fair values and carrying amounts of financial assets and liabilities not measured in fair value.
31 December 2021
31 December 2020
Category according to IFRS 9
The level of the fair value hierarchy
Fair value
Carrying amount
Fair value
Carrying amount
Loans granted
A
2
72.1
72.4
7.8
7.8
Trade and other receivables
A
*
3,117.5
3,117.5
3,121.6
3,121.6
Cash and cash equivalents and short- term deposits
A
*
3,632.4
3,632.4
1,355.4
1,355.4
Restricted cash
A
*
11.9
11.9
10.4
10.4
Loans and borrowings
B
2
(8,656.2)
(8,744.5)
(9,796.2)
(9,640.8)
Issued bonds
B
1
(2,045.5)
(2,008.5)
(2,023.1)
(1,997.9)
UMTS licence liabilities
B
2
(143.2)
(139.9)
(274.2)
(263.4)
Lease liabilities
B
2
(698.6)
(698.6)
(1,573.0)
(1,573.0)
Accruals
B
*
(919.6)
(919.6)
(970.4)
(970.4)
Liabilities to shareholders of the Parent Company related to dividend for 2019
B
*
-
-
(415.7)
(415.7)
Liabilities due to tender offer for shares in Netia S.A.
B
*
-
-
(548.0)
(548.0)
Trade and other payables
and deposits
B
*
(1,627.7)
(1,627.7)
(969.9)
(969.9)
Total
(7,256.9)
(7,304.6)
(12,075.3)
(11,883.9)
Unrecognized gain/(loss)
47.7
(191.4)
A – assets measured at amortised costs
B – liabilities measured at amortised costs
* It is assumed that the fair value of these financial assets and liabilities is equal to their nominal value, therefore no evaluation methods were used in order to calculate their fair value.
When determining the fair value of lease liabilities, forecasted cash flows from the reporting date to assumed dates of lease agreements termination were analyzed. The discount rate for each payment was calculated as an interest rate plus a margin regarding the Group’s credit risk.
Trade and other receivables, trade and other payables and deposits comprise mainly receivables and payables which will be settled no later than at the end of the first month after the reporting date. It was therefore assumed that the effect of their valuation, taking into account the time value of money, would approximately be equal to their nominal value.
When determining the fair value of UMTS license liability, forecasted cash flows from the reporting date to September 2022 were discounted at EURIBOR market rate.
When determining the fair value of loans granted, forecasted cash flows from the reporting date to assumed dates of repayments of the loans were analyzed. The discount rate for each payment was calculated as an applicable WIBOR or EURIBOR interest rate plus a margin regarding the credit risk.
95
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
As at 31 December 2021 and 31 December 2020 loans and borrowings comprised bank loans and other loans. The discount rate for each payment was calculated as a sum of implied WIBOR interest rate and a margin regarding the credit risk. When determining the fair value of bank loans as at 31 December 2021 and 31 December 2020, forecasted cash flows from the reporting date to 30 September 2024 (assumed date of repayment of the loans obtained in 2015, changed in 2018 and changed in 2020) and to 31 March 2025 (assumed date of repayment of the additional loan obtained in 2019 and changed in 2020) were analyzed.
The fair value of issued bonds as at 31 December 2021 and 31 December 2020 was estimated as a last purchase price at the balance sheet date according to GPW Catalyst quotations.
As at 31 December 2021, the Group held the following financial instruments carried at fair value on the statement of financial position:
A SSETS MEASURED AT FAIR VALUE
31 December 2021
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
70.5
-
Interest rate swaps
-
70.5
-
Hedging derivative instruments
-
13.4
-
Interest rate swaps
-
13.4
-
Investments in equity instruments
-
0.6
-
Total
-
84.5
-
The fair value of forwards and interest rate swaps is determined using financial instruments valuation models, based on generally published currency exchange rates, interest rates, forward rate curves and volatility curves for foreign currencies taken from active markets. Fair value of derivatives is determined based on the discounted future cash flows from transactions, calculated based on the difference between the forward price and the transaction price.
As at 31 December 2020, the Group held the following financial instruments measured at fair value:
A SSETS MEASURED AT FAIR VALUE
31 December 2020
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
2.4
-
Forward transactions
-
2.0
-
Interest rate swaps
-
0.4
-
Investments in equity instruments
-
0.2
-
Total
-
2.6
-
96
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
L IABILITIES MEASURED AT FAIR VALUE
31 December 2020
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
(45.8)
-
Interest rate swaps
-
(45.8)
-
Hedging derivative instruments
-
(10.2)
-
Interest rate swaps
-
(10.2)
-
Total
-
(56.0)
-
Items of income, costs, profit and losses recognized in profit or loss generated by loans and bonds (including hedging transactions)
For the period from
1 January 2021
to 31 December 2021
Loans and borrowings
Bonds
Hedging
instruments
Derivative instruments not designated as hedging instruments
Total
Interest expense on loans and borrowings
(202.9)
-
(5.1)
83.7
(124.3)
Interest expense on bonds
-
(49.6)
-
-
(49.6)
Total finance costs
(202.9)
(49.6)
(5.1)
83.7
(173.9)
Total gross profit/(loss)
(202.9)
(49.6)
(5.1)
83.7
(173.9)
Hedge valuation reserve
-
-
21.4
-
21.4
For the period from
1 January 2020
to 31 December 2020
Loans and borrowings
Bonds
Hedging
instruments
Derivative instruments not designated as hedging instruments
Total
Interest expense on loans and borrowings
(213.2)
-
(1.8)
(68.7)
(283.7)
Interest expense on bonds
-
(44.0)
-
-
(44.0)
Total finance costs
(213.2)
(44.0)
(1.8)
(68.7)
(327.7)
Total gross profit/(loss)
(213.2)
(44.0)
(1.8)
(68.7)
(327.7)
Hedge valuation reserve
-
-
(10.0)
-
(10.0)
Hedge accounting and derivatives
Cash Flow Hedge of interest rate risk of interest payments
As at 31 December 2021, the Group held a number of interest rate swaps not designated as hedges in order to reduce the risk of floating interest payments on senior facilities denominated in PLN.
97
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents the basic parameters of IRS not designated as hedging instruments, including the periods in which cash flows occur, periods they will affect the financial results and their fair value in PLN as at the balance sheet date.
31 December 2021
31 December 2020
Type of instrument
Interest rate swap
Interest rate swap
Exposure
Floating rate interest payments in PLN
Floating rate interest payments in PLN
Hedged risk
Interest rate risk
Interest rate risk
Notional value of hedging instrument
3,000.0
3,500.0
Fair value of hedging instruments
70.5
(45.4)
Hedge accounting approach
Hedge accounting not adopted
Hedge accounting not adopted
Expected period the hedge item affect income statement
Until 30 September 2024
Until 30 June 2023
As at 31 December 2021, the Group held a number of interest rate swaps designated as hedges of floating interest payments on senior facility denominated in PLN. The interest rate swaps are being used to hedge the interest rate risk of the Group’s floating rate financing in PLN.
The terms of the interest rate swaps have been negotiated to match the terms of the floating rate financing in PLN. The hedge ineffectiveness identified during the reporting period was recognized in the income statement.
The table below presents the basic parameters of IRS designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value in PLN of hedging instruments as at the balance sheet date.
31 December 2021
31 December 2020
Type of instrument
Interest rate swap
Interest rate swap
Exposure
Floating rate interest payments in PLN
Floating rate interest payments in PLN
Hedged risk
Interest rate risk
Interest rate risk
Notional value of hedging instrument
500.0
500.0
Fair value of hedging instruments
13.4
(10.2)
Hedge accounting approach
Cash Flow Hedge
Cash Flow Hedge
Expected period the hedge item affect income statement
Until 31 December 2024
Until 31 March 2023
Change in fair value of cash flow hedges is presented below (pre-tax):
2021
2020
Opening Balance
(10.2)
0.2
Effective part of gains or losses on the hedging instrument
20.8
(12.2)
Amounts recognized in equity transferred to the profit and loss statement, of which:
2.8
1.8
• adjustment of interest costs
5.1
1.8
• recognition of inefficiencies
(2.3)
-
Closing Balance
13.4
(10.2)
98
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Cash Flow Hedge of foreign exchange risk of operational payments
As at 31 December 2021 the Group held a number of forwards not designated as hedges in order to reduce the risk of operational payments in EUR.
The table below presents the basic parameters of forwards not designated as hedging instruments, including the periods in which cash flows occurred, periods they affected the financial results and their fair value in PLN as at the balance sheet date.
31 December 2021
31 December 2020
Type of instrument
Forward
Forward
Exposure
Operational payments in euro
Operational payments in euro
Hedged risk
Foreign exchange risk
Foreign exchange risk
Notional value of hedging instrument (EUR)
6.0
12.0
Fair value of hedging instruments
-
2.0
Hedge accounting approach
Hedge accounting not adopted
Hedge accounting not adopted
Expected period the hedge item affect income statement
Until 21 January 2022
Until 26 March 2021
41. Capital management
This note presents information about the Group’s management of capital. Further quantitative disclosures are also included throughout these financial statements.
The goal of capital management is to maintain the Group’s ability to operate as a going concern in order to provide the shareholders return on investment as well as benefits for other stakeholders. The Group might issue shares, increase debt or sell assets in order to maintain or improve the equity structure.
The Group monitors capital on the basis of leverage ratio, which is calculated as a ratio of net debt to sum of equity and net debt. Net debt represents interest-bearing loans and borrowings and issued bonds less cash and cash equivalents (including restricted cash).
Carrying amount
31 December 2021
31 December 2020
Loans and borrowings
8,744.5
9,640.8
Bonds
2,008.5
1,997.9
Cash and cash equivalents and restricted cash
(3,644.3)
(1,365.8)
Net debt
7,108.7
10,272.9
Equity
15,384.6
14,426.2
Equity and net debt
22,493.3
24,699.1
Leverage ratio
0.32
0.42
99
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
42. Operating segments
The Group operates in the following two segments:
• B2C and B2B services segment which relates to the provision of services to the general public, including digital television transmission signal, mobile services, the Internet access services, the mobile TV services, the online TV services, set-top boxes production and assembly of photovoltaic installations, and
• Media segment.
The Group conducts its operating activities primarily in Poland.
The activities of the Group are grouped into segment with distinguishable scope of operations where services are rendered and merchandise delivered in a specific economic environment. Activities of defined segments are characterized by different risk levels and different investment returns from those of the Group’s other segments. The operating segments also represent reportable segments of the Group.
B2C and B2B services segment includes:
• digital pay television services which primarily relate to direct distribution of technologically advanced pay-TV services and revenues are generated mainly by pay-TV subscription fees,
• mobile telecommunication services (postpaid and mix) which generate revenues mainly from interconnection revenues, settlements with mobile network operators and subscription fees,
• mobile telecommunication prepaid services which generate revenues mainly from interconnection revenues and settlements with mobile network operators,
• fixed telecommunication services, which generate revenues mainly from subscription fees, interconnection and settlements with operators,
• providing access to broadband Internet in mobile and fixed-line technologies which generates revenues mainly from traffic and subscription fees,
• telecommunication wholesale services, including international and domestic roaming as well as telecommunication infrastructure sharing services,
• lease of optical fibers and infrastructure,
• online TV services (Polsat Box Go, formerly IPLA) available on computers, smartphones, tablets, SmartTV, game consoles and other TV equipment which generate revenues mainly from subscription fees and advertising on the Internet,
• Premium Rate services based on SMS/IVR/MMS/WAP technology,
• production of set-top boxes,
• sale of telecommunication equipment,
• sale of electric energy and other utilities to retail customers,
• sale of photovoltaic installations.
Media segment consists mainly of production, acquisition and broadcasting of information and entertainment programs as well as TV series and feature films broadcasted on television, radio and Internet channels in Poland. The revenues generated by the media segment relate mainly to advertising and sponsorship revenues as well as revenues from cable and satellite operators.
100
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Management evaluates the operating segments’ results based on EBITDA. The EBITDA reflects the Group’s ability to generate cash in a stable environment. The Group defines EBITDA as profit from operating activities increased by depreciation, amortization, impairment and liquidation. The EBITDA is not an EU IFRS measure and thus its calculations may differ among the entities.
The table below presents a summary of the Group’s revenues, expenses, acquisition of property, plant and equipment, reception equipment and other intangible assets as well as assets by operating segment for the year ended 31 December 2021:
The year ended 31 December 2021
B2C and B2B services
Media:
TV and online
Consolidation adjustments
Total
Revenues from sales to third parties
10,396.3
2,047.7
-
12,444.0
Inter-segment revenues
58.4
216.4
(274.8)
-
Revenues
10,454.7
2,264.1
(274.8)
12,444.0
EBITDA adjusted (unaudited)
3,389.7
629.3
-
4,019.0
Gain on disposal of a subsidiary
3,680.6
-
-
3,680.6
EBITDA (unaudited)
7,070.3
629.3
-
7,699.6
Depreciation, amortization, impairment and liquidation
1,787.5
115.7
-
1,903.2
Profit from operating activities
5,282.8
513.6
-
5,796.4
Acquisition of property, plant and equipment and other intangible assets
1,049.3
109.5
-
1,158.8
Acquisition of reception equipment
110.0
-
-
110.0
Balance as at 31 December 2021
Assets, including:
25,633.1
6,713.7*
(109.8)
32,237.0
Investments in joint venture and shares in associates
1,764.4
5.9
-
1,770.3
* includes non-current assets located outside of Poland in the amount of PLN 8.7
All material revenues are generated in Poland.
It should be noted that the data for 12 months ended 31 December 2021 allocated to both the “B2C and B2B services” segment and “Media” segment are not fully comparable to the data for 12 months ended 31 December 2020 due to changes in the structure of the Group, described in notes 5, 38, 39 and 48.
101
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents a summary of the Group’s revenues, expenses, acquisition of property, plant and equipment, reception equipment and other intangible assets as well as assets by operating segment for the year ended 31 December 2020:
The year ended 31 December 2020
B2C and B2B services
Media:
TV and online
Consolidation adjustments
Total
Revenues from sales to third parties
10,167.1
1,795.8
-
11,962.9
Inter-segment revenues
63.7
211.1
(274.8)
-
Revenues
10,230.8
2,006.9
(274.8)
11,962.9
EBITDA adjusted (unaudited)
3,631.6
606.2
-
4,237.8
Costs related to COVID (including donations)
41.8
4.1
-
45.9
EBITDA (unaudited)
3,589.8
602.1
-
4,191.9
Depreciation, amortization, impairment and liquidation
2,238.3
67.4
-
2,305.7
Profit from operating activities
1,351.5
534.7
-
1,886.2
Acquisition of property, plant and equipment and other intangible assets
1,112.4
105.5
-
1,217.9
Acquisition of reception equipment
147.5
-
-
147.5
Balance as at 31 December 2020
Assets, including:
27,448.6
5,717.2*
(50.8)
33,115.0
Investments in joint venture and shares in associates
1,257.8
5.9
-
1,263.7
* includes non-current assets located outside of Poland in the amount of PLN 10.8
102
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Reconciliation of EBITDA and Net profit for the period:
for the year ended
31 December 2021
31 December 2020
EBITDA adjusted (unaudited)
4,019.0
4,237.8
Gain on disposal of a subsidiary
3,680.6
-
Costs related to COVID (including donations)
-
(45.9)
EBITDA (unaudited)
7,699.6
4,191.9
Depreciation, amortization, impairment and liquidation (note 10)
(1,903.2)
(2,305.7)
Profit from operating activities
5,796.4
1,886.2
Other foreign exchange rate differences, net (note 11)
(5.2)
(59.6)
Interest costs, net (note 11 and 12)
(202.7)
(424.2)
Share of the profit/(loss) of associates accounted for using the equity method
75.4
2.0
Cumulative catch-up (note 12)
-
44.8
Other
2.2
(7.1)
Gross profit for the period
5,666.1
1,442.1
Income tax
(1,251.6)
(295.9)
Net profit for the period
4,414.5
1,146.2
43. Barter transactions
The Group is a party to barter transactions. The table below presents revenues and costs of barter transactions executed on an arm’s-length basis. Revenue comprise revenue from services, products, goods and materials sold, costs comprise selling expenses.
for the year ended
31 December 2021
31 December 2020
Revenues from barter transactions
41.3
53.7
Cost of barter transactions
40.1
48.4
31 December 2021
31 December 2020
Barter receivables
12.9
14.8
Barter payables
6.2
1.3
103
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
44. Transactions with related parties
R ECEIVABLES
31 December 2021
31 December 2020
Joint ventures and associates
0.7
17.9
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
9.6
7.5
Total*
10.3
25.4
* amounts presented above do not include deposits paid (31 December 2021 – PLN 3.5, 31 December 2020 – PLN 3.5)
Receivables due from related parties have not been pledged as security.
O THER ASSETS
31 December 2021
31 December 2020
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
1.2
2.3
Total
1.2
2.3
L IABILITIES
31 December 2021
31 December 2020
Joint ventures and associates
83.8
77.1
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
195.1
482.8 (1)
Total
278.9
559.9
(1) Includes liabilities related to dividend paid on 11 January 2021 in the amount of PLN 236.8.
Liabilities relate mainly to liabilities for lease of premises and facilities.
L OANS GRANTED
31 December 2021
31 December 2020
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
33.1
6.9
Total
33.1
6.9
L OANS RECEIVED
31 December 2021
31 December 2020
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
5.6
5.4
Total
5.6
5.4
104
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
R EVENUE
for the year ended
31 December 2021
31 December 2020
Subsidiaries*
12.7
4.0
Joint ventures and associates
4.3
24.9
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
120.3
41.5
Total
137.3
70.4
* Concerns transaction with subsidiaries executed prior to their acquisition.
In the period of 12 months ended 31 December 2021 the most significant transactions include photovoltaic installations.
E XPENSES AND PURCHASES OF PROGRAMMING ASSETS
for the year ended
31 December 2021
31 December 2020
Subsidiaries*
0.2
14.8
Joint ventures and associates
11.4
13.6
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
307.7
269.1
Total
319.3
297.5
* Concerns transaction with subsidiaries executed prior to their acquisition.
In the period of 12 months ended 31 December 2021 and 12 months ended 31 December 2020 the most significant transactions include inter alia cost of electrical energy and advertising services.
G AIN /( LOSS ) ON INVESTMENT ACTIVITIES , NET
for the year ended
31 December 2021
31 December 2020
Subsidiaries*
-
1.4
Joint ventures and associates
59.2
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
(7.0)
(9.0)
Total
52.2
(7.6)
* Concerns transaction with subsidiaries executed prior to their acquisition.
105
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
F INANCE COSTS
for the year ended
31 December 2021
31 December 2020
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
0.2
0.3
Total
0.2
0.3
Transactions with related parties are also described in note 48.
45. Contingent liabilities
Management believes that the provisions as at 31 December 2021 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Group’s financial situation.
Proceedings before the Office of Competition and Consumer („UOKiK”)
On 24 February 2011 the President of UOKiK imposed penalty on Polkomtel (Company’s subsidiary) in the amount of PLN 130.7 for the alleged lack of cooperation during an inspection carried out by UOKiK in Polkomtel. Polkomtel appealed against the decision of the President of UOKiK to the Consumer and Competition Protection Court (“SOKiK”). According to management, during the inspection the company had fully and at all times cooperated with UOKiK within the scope provided by the law. On 18 June 2014 the decision of the President of UOKiK has been changed by SOKiK, reducing the penalty to PLN 4.0 (i.e. EUR 1.0). On 20 October 2015 SOKiK’s verdict has been revoked and the case has been transferred for re- examination. On 28 April 2017 the decision of the President of UOKiK has been changed by SOKiK, reducing the penalty to PLN 1.3. Polkomtel and President of UOKiK appealed against the verdict. On 3 April 2020 both Polkomtel’s and the President’s of UOKiK appeals have been dismissed. The Court of Appeal upheld the SOKiK’s decision. On 20 April 2020 Polkomtel made a payment in the amount of PLN 1.3. Polkomtel and the President of UOKiK filed cassation appeals against the Court of Appeal’s verdict.
On 23 December 2014 the President of UOKiK issued a decision ending investigations related to Polkomtel’s (Company’s subsidiary) alleged practices which infringed upon the collective interests of consumers by including certain clauses in the terms and conditions of the online shop and including certain clauses in the equipment return policy when telecommunication agreements are terminated by the subscriber. Pursuant to the decision of the President of UOKiK, Polkomtel was charged with a penalty in the amount of PLN 8.8. The company appealed to SOKiK against the decision. On 24 October 2017 the appeal has been rejected by SOKiK. The company appealed against the SOKiK verdict. On 30 August 2018 Court of Appeals issued a decision where the penalty has been reduced to PLN 1.5. On 20 November 2018 Polkomtel made a payment in the amount of PLN 1.5. On 13 March 2019 SOKiK dismissed the appeal in remaining scope. Polkomtel appealed against the decision. On 5 February 2021 the Court of Appeals verdict reduced the amount of penalty in the remaining scope to PLN 0.7. On 18 February 2021 Polkomtel paid a penalty of PLN 0.7. Polkomtel did not file a cassation appeal.
On 30 December 2014 the President of UOKiK issued a decision ending investigations related to Polkomtel’s (Company’s subsidiary) alleged practices which infringed upon the collective interests of consumers by not providing its telecommunication clients (which entered into a written agreement) with terms and conditions of the preferential sales offer as well as not informing about the termination of the preferential sales offer. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 6.0. The
106
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
company appealed to SOKiK against the decision. On 5 March 2018, SOKiK issued a decision where the penalty has been annulled and dismissed the appeal in remaining scope. Both parties appealed to the Court of Appeals in Warsaw. The Court of Appeal annulled in full the verdict of the first instance court and returned the case back to the first instance court. On 1 April 2021 SOKiK dismissed Polkomtel’s appeal. On 24 January 2022 Polkomtel’s appeal was dismissed. Polkomtel examines the possibility of bringing a cassation appeal.
On 30 December 2016 the President of UOKiK issued a decision stating that the operations of the Company and Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by presenting advertising slogans, which in the opinion of the authorities were misleading and suggested that the LTE data transmission will not be limited. Pursuant to the decision of the President of UOKiK the Company and Polkomtel were charged with a penalty in the amount of PLN 5.3 and PLN 18.4, respectively. The Group appealed to SOKiK against the decision. On 18 June 2019 SOKiK annulled the decision of the President of UOKiK in relation to Polkomtel. The President of UOKiK appealed against the SOKiK verdict. On 24 November 2020, the Court of Appeal revoked the SOKiK decision and transferred the case for re-examination. On 19 April 2021, SOKiK dismissed Polkomtel's appeal in its entirety. Polkomtel appealed against the SOKiK decision. On 10 November 2021, the Court of Appeal upheld the penalty originally imposed by UOKiK. Polkomtel examines the possibility of bringing a cassation appeal. On 7 August 2019 the court dismissed the appeal of Cyfrowy Polsat. The Company appealed against the decision. Pursuant to the Court of Appeals verdict from 11 March 2021, the Company paid a penalty of PLN 5.3 on 26 March 2021. On 24 June 2021 the Company filed a cassation appeal to the Supreme Court. On 12 January 2022, the Supreme Court accepted the Company's cassation appeal for consideration.
On 30 December 2016 the President of UOKiK issued a decision stating that the operations of the Company and Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by presenting sale offers, which in the opinion of the authorities were impossible to conclude. Pursuant to the decision of the President of UOKiK the Company and Polkomtel were charged with a penalty in the amount of PLN 4.4 and PLN 12.3, respectively. The Group appealed to the Court against the decision. On 14 October 2019 SOKiK dismissed the appeal. The Group appealed against the decision. On 31 December 2020 the Group’s appeal was dismissed. On 14 January 2021 Cyfrowy Polsat and Polkomtel paid the penalty. The Group submitted a cassation appeal to the Supreme Court.
On 29 April 2019 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by charging for activating the services to consumers, despite not obtaining an explicit approval of the additional payment associated with these services. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 39.5. Polkomtel appealed to SOKiK against the decision. On 26 May 2021 SOKiK dismissed Polkomtel’s appeal. Polkomtel appealed against the SOKiK judgment.
On 19 December 2019 the President of UOKiK issued a decision stating that the operations of the Company were allegedly infringing collective consumer interests by hindering access to ZDF and Das Erste channels during the Euro 2016 championship by removing these channels and incomplete and unreliable information to consumers in response to reports regarding unavailability of the above programs. Pursuant to the decision of the President of UOKiK the Company was charged with a penalty in the amount of PLN 34.9. The Company appealed against this decision to SOKiK. On 14 February 2022 First Instance Court dismissed the Company’s appeal in its entirety. The Company plans to file an appeal.
On 31 December 2019 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by charging additional fees for data transmission using the RSTP protocol, despite the subscribers having internet packages or unlimited LTE Internet services. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 50.6. Polkomtel appealed to SOKiK against the decision. On 15 December 2021, SOKiK
107
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
announced decision in which it dismissed Polkomtel's appeal in its entirety. Polkomtel is considering an appeal against the SOKiK decision.
On 22 January 2020 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by clauses included in the terms and conditions of telecommunications services regarding prepaid services and expiration of the unused value of the subscribers’ accounts. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 20.4. Polkomtel appealed to SOKiK against the decision.
Other proceedings
In September 2015, Polkomtel (Company’s subsidiary) received a claim from P4 Sp. z o.o., in which the company demands compensation of PLN 316.0 (including interest of PLN 85.0), for the alleged actions relating to the pricing of the mobile services rendered between July 2009 and March 2012. The claim assumes payment of the above amount jointly by Orange Poland S.A., Polkomtel and T-Mobile Poland S.A. On 27 December 2018 Court dismissed the entire claim. P4 Sp. z o.o. appealed against the decision. On 28 December 2020, the Court of Appeal referred the case to the District Court for reconsideration, Polkomtel appealed to the Supreme Court against this decision. On 13 November 2020, the P4 sp. z o.o. claim for payment of PLN 313, including interest of PLN 85, was delivered by the court. This lawsuit constitutes an "extension” of P4 Sp. z o.o claim dated September 2015 and concerns a further period of the acts alleged against the defendants, i.e. from April 2012 to December 2014.
Management believes that the claim is unfounded, as Polkomtel’s conduct alone or with other tort entities was not wrongful, in particular relating to the pricing of retail mobile services directed to the telecommunications network of P4 Sp. z o.o. In management’s opinion, there is no legal basis for the overall assessment of the alleged actions of each of the operators on the telecommunications market, which is fully a competitive market, and each of the operators has its own business and pricing strategy. The claim of P4 Sp. z o.o. indicates neither nature (premises liability) nor the amount.
On 28 April 2017, Association of Polish Stage Artists (“ZASP”) filed a lawsuit against Cyfrowy Polsat for payment of PLN 20.3. The Company issued an objection in the writ-of-payment proceedings and filed for its dismissal entirely. On 10 January 2018 the Court issued a decision to refer the case to mediation proceedings. Mediation ended without a settlement. The hearing took place on 8 May 2019. Both parties have submitted an application for re- referral to the mediation proceedings for a period of three months. The court approved application and postponed the hearing without a deadline. Mediation ended without a settlement. On 6 May 2020, the Company received a letter from the Court, included the mediator's position summarizing the course of mediation, with a request to refer to its content. On 25 May 2020, the Company submitted a response informing the Court about the settlement being impossible to reach by the parties. The hearing took place on 20 October 2021. The next hearing is scheduled for 11 May 2022.
By lawsuit, delivered to the Company on 16 December 2019, the Association of Performing Artists (SAWP) filed two claims against the Company: information claim and claim for payment. The information claim relates to television programs rebroadcasted by the Company in the period from 20 August 2009 to 20 August 2019. In the claim for payment, SAWP claims PLN 153.3 for the alleged violation of related rights to artistic performances of musical and verbal - musical works through their non-contractual cable rebroadcast. The Company filed for the dismissal entirely. The last hearing took place on 16 March 2022, the hearing was postponed without a deadline.
In addition to the matters described above, there are also other proceedings, for which provisions have been made according to the best estimates of the management board members as to potential future outflows of the economic benefits required for their settlement. Information regarding the amount of provisions was not separately disclosed, as in the opinion
108
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
of the Group's Management, such disclosure could prejudice the outcome of the pending cases.
46. Remuneration of the Management Board
The table below presents the Management Board’s remuneration.
Name
Function
2021
2020
Mirosław Błaszczyk
President of the Management Board
1.0
1.0
Maciej Stec
Vice-President of the Management Board
0.8
0.8
Jacek Felczykowski
Member of the Management Board
1.0
1.0
Aneta Jaskólska
Member of the Management Board
0.9
0.9
Agnieszka Odorowicz
Member of the Management Board
0.6
0.6
Katarzyna Ostap-Tomann
Member of the Management Board
1.0
1.0
Total
5.3
5.3
The amounts of bonuses and other remuneration payable to each member of the Management Board for 2021 and 2020 are presented below:
Name
Function
2021
2020
Mirosław Błaszczyk
President of the Management Board
2.5
2.5
Maciej Stec
Vice-President of the Management Board
3.5
2.5
Jacek Felczykowski
Member of the Management Board
1.0
1.5
Aneta Jaskólska
Member of the Management Board
1.8
1.7
Agnieszka Odorowicz
Member of the Management Board
0.8
0.8
Katarzyna Ostap-Tomann
Member of the Management Board
2.2
2.0
Total
11.8
11.0
47. Remuneration of the Supervisory Board
The Supervisory Board receives remuneration based on the resolution of the Extraordinary General Shareholders’ Meeting of Cyfrowy Polsat S.A. dated 5 September 2007. On 29 June 2016 the Annual General Meeting adopted the resolution concerning changes in remuneration of members of the Supervisory Board.
109
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Presented below is the total remuneration payable to the Supervisory Board members in 2021 and 2020:
Name
Function
2021
2020
Zygmunt Solorz
Chairman of the Supervisory Board (from 24 June 2021)
0.12
-
Marek Kapuściński
Vice-Chairman of the Supervisory Board
0.21
0.24
Józef Birka
Member of the Supervisory Board
0.18
0.18
Jarosław Grzesiak
Member of the Supervisory Board
(from 24 June 2021)
0.09
-
Marek Grzybowski
Independent Member of the Supervisory Board
(from 23 July 2020)
0.18
0.08
Alojzy Nowak
Independent Member of the Supervisory Board
(from 24 June 2021)
-
-
Tobias Solorz
Member of the Supervisory Board
(from 24 June 2021)
0.09
-
Tomasz Szeląg
Member of the Supervisory Board
0.18
0.18
Piotr Żak
Member of the Supervisory Board
0.18
0.18
Robert Gwiazdowski
Member of the Supervisory Board (until 24 June 2021)
0.09
0.18
Aleksander Myszka
Member of the Supervisory Board (until 24 June 2021)
0.09
0.18
Leszek Reksa
Member of the Supervisory Board (until 24 June 2021)
0.09
0.18
Paweł Ziółkowski
Independent Member of the Supervisory Board
( until 24 June 2021 )
0.09
0.08
Total
1.59
1.48
48. Important agreements and events
Acquisition of shares in Netia S.A.
On 23 December 2020, the Company announced a tender offer for 114,173,459 (not in millions) shares issued by Netia S.A. entitling to 114,173,459 (not in millions) votes at Netia's general meeting, representing ca. 34.02% of Netia's share capital and ca. 34.02% of the total number of votes at Netia's general meeting. The share price in the tender offer was set at PLN 4.80 (not in millions) per Netia’s share.
As a result of the tender offer, on 8 March 2021, the Company acquired 84,868 (not in millions) Netia’s shares for the amount of PLN 0.4, representing ca. 0.0253% of its share capital and carrying the right to ca. 0.0253% of total votes at Netia’s general meeting. As of 8 March 2021 the Company held 221,489,753 (not in millions) Netia’s shares representing ca. 66.0024% of its share capital and carrying the right to ca. 66.0024% of total votes at Netia’s general meeting. Due to the fact that the share price of PLN 4.80 (not in millions) set in the tender offer was lower than the price for which the Company acquired Netia’s shares in transactions described below, the Company made additional payment in September 2021 to Netia’s shares sellers in the tender offer announced on 23 December 2020 in the amount of PLN 0.2.
In April 2021, the Company acquired 11,405,739 (not in millions) Netia’s shares for the amount of PLN 65.8, representing ca. 3.40% of total votes at Netia’s general meeting. After the change Cyfrowy Polsat held directly 232,895,492 (not in millions) Netia’s shares representing ca. 69.40% Netia’s share capital and carrying the right to ca. 69.40% of total votes at Netia’s general meeting.
On 19 May 2021, the Company acquired 58,714 (not in millions) Netia’s shares for the amount of PLN 0.3, representing ca. 0.02% of total votes at Netia’s general meeting. After the change Cyfrowy Polsat held directly 232,954,206 (not in millions) Netia’s shares representing ca.
110
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
69.42% of its share capital and carrying the right to ca. 69.42% of total votes at Netia’s general meeting.
On 23 June 2021, the Company acquired 16,332,115 (not in millions) Netia’s shares for the amount of PLN 114.4, representing ca. 4.87% of total votes at Netia’s general meeting. After the change Cyfrowy Polsat held directly 249,286,321 (not in millions) Netia’s shares representing ca. 74.29% of its share capital and carrying the right to ca. 74.29% of total votes at Netia’s general meeting.
On 6 July 2021, the Company acquired 78,989,066 (not in millions) Netia’s shares for the amount of PLN 552.9, representing ca. 23.54% of total votes at Netia’s general meeting. After the change Cyfrowy Polsat held directly 328,275,387 (not in millions) Netia’s shares representing ca. 97.82% of its share capital and carrying the right to ca. 97.82% of total votes at Netia’s general meeting.
On 6 August 2021, the Company acquired 7,298,980 (not in millions) Netia’s shares for the amount of PLN 51.1, representing ca. 2.18% of total votes at Netia’s general meeting. After the change Cyfrowy Polsat holds directly 335,574,367 (not in millions) Netia’s shares representing ca. 99.999% of its share capital and carrying the right to ca. 99.999% of total votes at Netia’s general meeting. The Company applied to the Management Board of Netia for the registration in the name of Cyfrowy Polsat of 3,977 (not in millions) ordinary bearer shares of Netia, which were not dematerialized and the binding force of which expired by law on 1 March 2021.
All above transactions as at 31 December 2021 were recognized in equity as transactions with non-controlling shareholders.
Execution of sale agreement for shares in subsidiary
On 26 February 2021 the Parent and its subsidiary Polkomtel Sp. z o. o. (together “Sellers”) concluded a conditional sale agreement (“Sale Agreement”) of shares in Polkomtel Infrastruktura Sp. z o. o. (“Polkomtel Infrastruktura”), currently Towerlink Poland Sp. z o.o. (“Towerlink”).
According to the Sale Agreement, Sellers agreed to sell shares representing 99.99% of the share capital of Polkomtel Infrastruktura for the total price of PLN 7,070.3. The sale price was to be reduced by certain payments made by Polkomtel Infrastruktura to Group entities as well as by the amount of so-called profitability uplift related to the Master Service Agreement (as defined below) and increased by the interest accruing at 6% per annum.
The completion of the transaction was conditional on the fulfillment of the following conditions precedent: the buyer must obtain consent of the President of the Office of Competition and Consumer Protection for the concentration and the Sellers must obtain consents required under the financing documentation of the Sellers, as well as conditional or unconditional release of security interests encumbering the shares of Polkomtel Infrastruktura. On 9 June 2021 the President of the Office of Competition and Consumer Protection gave consent for concentration.
The transaction was completed on 8 July 2021. Total cash inflows related to the transaction amounted to PLN 7,111.9 and included adjusted price in the amount of PLN 7,026.9 and repayment of the borrowing by Polkomtel Infrastruktura in the amount of PLN 180.5 reduced by cash and cash equivalents held by Polkomtel Infrastruktura in the amount of PLN 95.5. After the transaction completion Polkomtel Sp. z o. o. retains 207 shares of Polkomtel Infrastruktura representing 0.01% of the share capital of Polkomtel Infrastruktura.
On 12 July 2021 company’s name change from Polkomtel Infrastruktura Sp. z o.o. to Towerlink Poland Sp. z o.o. was registered.
Upon completion of the transaction, Group’s entities (Polkomtel Sp. z o.o. and Aero 2 Sp. z o.o.) concluded a framework service agreement (Master Service Agreement) with Towerlink
111
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
governing Towerlink’s further cooperation with the Group for the next 25 years subject to renewals for successive 15-year periods, at the Group’s discretion. The Master Service Agreement obliges Towerlink to continue providing for the Group the transmission of radio signals of a cellular telecommunication network, signal transmission services to the network’s core and base stations, as well as providing access to Towerlink’s passive and accompanying infrastructure. Master Service Agreement also defines required quality level of services provided by Towerlink, financial settlements as well as minimum contract services from Towerlink, resulting in Group’s future payment commitments. Future payments for the services provided by Towerlink as well as early termination payments are variable and depend on a number of conditions specified in the Master Service Agreement. Had the Master Service Agreement been concluded on 1 January 2021 the estimated Group’s related expenses would have amounted to PLN 1,099 for the period of 12 months ended 31 December 2021.
Polkomtel Infrastruktura’s financial results were presented in the “B2C and B2B services” segment.
Acquisition of the Company’s own treasury shares
On 28 September 2021 the Company, in agreement with its parent entities, announced a tender offer for the sale of 263,807,651 (not in millions) shares, issued by Cyfrowy Polsat S.A. representing in total approximately 41.24% of the share capital of the Company and carrying the right to 278,447,597 (not in millions) votes at the general meeting of the Company, which is equivalent to approximately 34.00% votes at the general meeting of the Company.
Cyfrowy Polsat intended to acquire no more than 82,904,517 (not in millions) own treasury shares in the tender offer. The tender offer price was set at PLN 35.00 (not in millions) per share.
On 16 November 2021, the Extraordinary General Meeting of the Company adopted a resolution authorizing the Management Board to acquire own treasury shares and to create a capital reserve for the purposes of the own treasury shares buy-back program in the amount of PLN 2,930.0.
On 24 November 2021, the tender offer was settled. As a result of the settlement the Company acquired directly 11,768,260 (not in millions) own treasury shares for the amount of PLN 411.9, representing in total 1.84% of the share capital of the Company and carrying the right to 11,768,260 (not in millions) votes at the general meeting of the Company, which is equivalent to 1.44% of votes at the general meeting of the Company.
On 25 November 2021, the Management Board of the Company decided that the Company shall acquire up to 29,000,000 (not in millions) ordinary shares in the Company from Reddev Investments Limited (Company’s related entity) at a price not exceeding PLN 35.00 (not in millions) per share.
On 26 November 2021 the Company acquired 27,400,000 (not in millions) own treasury shares from Reddev Investments Limited (Company’s related entity) for the amount of PLN 959.0, representing in total 4.28% of the share capital of the Company and carrying the right to 27,400,000 (not in millions) votes at the general meeting of the Company, which is equivalent to 3.35% of votes at the general meeting of the Company.
On 21 December 2021 the Management Board of the Company decided that the Company shall acquire up to 32,005,866 (not in millions) ordinary shares in the Company from Embud 2 spółka z ograniczoną odpowiedzialnością S.K.A. (Company’s related entity) at a price not exceeding PLN 35.00 (not in millions) per share.
On 22 December 2021 the Company acquired 32,005,866 (not in millions) own treasury shares from Embud 2 spółka z ograniczoną odpowiedzialnością S.K.A. (Company’s related
112
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
entity) for the amount of PLN 1,090.1, representing in total 5.00% of the share capital of the Company and carrying the right to 32,005,866 (not in millions) votes at the general meeting of the Company, which is equivalent to 3.92% of votes at the general meeting of the Company.
As at 31 December 2021, the Company holds 71,174,126 (not in millions) own treasury shares, representing in total 11.13% of the share capital of the Company and carrying the right to 71,174,126 (not in millions) votes at the general meeting of the Company, which is equivalent to 8.69% of votes at the general meeting of the Company.
Adoption of the Company’s dividend policy for the years 2022-2024
On 20 December 2021 the Management Board of Cyfrowy Polsat has adopted a resolution regarding the dividend policy which assumes that dividend payout proposals, along with the Management Board’s recommendations, will be presented every year to the General Meeting, subject to the following general principles:
• the amount of a dividend paid out every year shall guarantee the Company’s shareholders an attractive return from invested capital,
• the level of the obtained return shall reflect the commonly available forms of safe investing of funds on the Polish market , in particular reflect the level of bank deposits rates, while taking into account a risk premium associated with floating of Cyfrowy Polsat’s share prices on the Warsaw Stock Exchange
• the annually submitted proposal for distribution of the Company’s net profit for the previous financial year should allow for the continuation of gradual reduction of the Group’s net debt in order to achieve a level of indebtedness, as defined in the Company's Articles of Association.
The Company’s Management Board reviewed the Group’s investment plans and evaluated the possibilities of allocating the expected cash resources to pay out dividends to the Company’s shareholders. Based on the conducted analysis, the Management Board intends to recommend in the years 2022-2024 dividend payout in the total amount of not less than PLN 3.00 (not in millions) per share in three installments as follows:
• at least PLN 1.00 (not in millions) per share to be paid out from net profit generated in 2021,
• at least PLN 1.00 (not in millions) per share to be paid out from net profit generated in 2022,
• at least PLN 1.00 (not in millions) per share to be paid out from net profit generated in 2023.
Simultaneously, the Management Board emphasizes that every time when presenting a proposal for distribution of the profit for the previous year it will take into account the Group’s net profit, financial standing and liquidity, existing and future liabilities (including potential restrictions related to facility agreements and other financial documents), the assessment of the Group’s prospects in specific market and macroeconomic conditions, potential necessity of spending funds for the Group’s development, in particular through acquisitions and embarking on new projects within the framework of the Group’s strategy, one-off items, as well as valid legal regulations.
The dividend policy will be subject to regular verification by the Company’s Management Board. The new dividend policy will take effect from 1 January 2022.
Adoption of the Group’s new strategy
On 20 December 2021 the Company’s Management Board has adopted a resolution regarding the Group’s new strategy. The superior goal of the Group’s strategy is the permanent, long-term growth of the Company’s value for its shareholders. The Company's
113
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Management Board intends to achieve this goal by implementing the key elements of operating strategy based on three main pillars and supported by an effective financial policy. The pillars of the new strategy, which are connectivity, content and clean energy, are described in detail in the Management Report in note 1.5
Preliminary share purchase agreements concerning PAK-Polska Czysta Energia Sp. z o.o., Port Praski Sp. z o.o. and Pantanomo Limited
In connection with the Group’s new strategy announced on 20 December 2021, on 20 December 2021 Cyfrowy Polsat entered into the following agreements with related entities (“Agreements”):
• a preliminary agreement concerning the Company’s purchase of shares in PAK- Polska Czysta Energia Sp. z o.o.(“PAK-PCE”), representing 67% of PAK-PCE’s share capital, executed between the Company and ZE PAK S.A. (“ZE PAK”)
• a preliminary agreement concerning the Company’s purchase of 1,070,000 (not in millions) shares in Port Praski Sp. z o.o. (“Port Praski”), representing approximately 66.94% of Port Praski’s share capital, executed between the Company and Embud 2 Sp. z o.o. S.K.A. (“Embud”), and
• a preliminary agreement concerning the Company’s purchase of 4,705 (not in millions) shares in Pantanomo Limited (“Pantanomo”), representing approximately 32% of Pantanomo’s share capital, executed between the Company and Tobe Investments Group Limited (“Tobe”)
The base purchase price for shares in PAK-PCE was set at PLN 193.1, for shares in Port Praski at PLN 572.2 and for shares in Pantanomo at PLN 307.2.
The agreement concerning shares in PAK-PCE also provides for an additional ZE PAK obligation, to be performed after the date of sale of shares in PAK-PCE being the subject of the agreement. The whole biomass-based electricity generation business conducted in Elektrownia Konin will be spun-off from the ZE PAK enterprise as an organized part of the enterprise (“Elektrownia Konin OPE”). ZE PAK agreed to contribute the Elektrownia Konin OPE to PAK-PCE (after the Company acquires shares in PAK-PCE) as in-kind contribution valued at PLN 906.5 as at 30 September 2021. In consideration for this in-kind contribution, PAK-PCE will issue shares to ZE PAK and ZE PAK agrees to sell to the Company 67% of those shares for a total price of PLN 607.4. Part of the price for the new PAK-PCE shares in the amount of PLN 90.0 will be required to be paid as a down payment by the Company upon acquisition of shares in PAK-PCE.
The total price for shares in PAK-PCE and the new PAK-PCE shares to be issued in relation to the in-kind contribution in the form of Elektrownia Konin OPE will amount to PLN 800.5. If ZE PAK does not contribute the Elektrownia Konin OPE as an in-kind contribution to PAK- PCE, ZE PAK will be obliged to return the down payment and pay a contractual penalty to the Company in the amount of PLN 100.0.
The closing of the transactions pursuant to the Agreements is contingent on the satisfaction of the following conditions precedent:
• the Company being satisfied with the results of a documentation review, including specifically the legal and tax documents of the companies whose shares are being acquired and their subsidiaries
• the Company obtaining the Supervisory Board’s approval for completing the transactions pursuant to the Agreements.
In addition, the closing of the transactions is contingent on the satisfaction of additional conditions precedent in the Agreements including the implementation of agreed changes to the acquired capital structures.
114
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Pursuant to the Agreements, all the conditions precedent have been reserved for the benefit of the Company, therefore the Company may decide to proceed with the closing, despite a condition precedent not having been fulfilled in whole or in part and, should the transactions to which the additional conditions refer not be completed, may accordingly reduce the base prices.
Pursuant to the Agreements, the Company may terminate each of them with immediate effect, if:
• any of the conditions precedent is not satisfied by 31 March 2022 (the deadline may be extended by the parties by no more than 90 days), regardless of the reason,
• a seller fails to provide the Company with documents that are key for the legal due diligence review, or
• irregularities identified in the course of a legal due diligence review may result in losses in a significant amount (which varies depending on the Agreement), and remedying the identified irregularities is not objectively feasible.
Power purchase agreement for green energy
On 12 March 2021, Polkomtel (Company’s subsidiary) and ZE PAK group concluded an agreement for the purchase of the total volume of green energy produced by the photovoltaic farm Brudzew. The power purchase agreement (the “PPA”) was signed for a 15-year period with a possibility of extension by another 5 years with a purchase price which will be adjusted by the inflation rate starting from 2023. Under the PPA, ZE PAK will be obligated to supply its entire volume of energy produced along with certificates of origin.
Decision of the Head of the Małopolska Tax Office in Cracow
On 15 February 2018 the Head of the Małopolska Tax Office in Cracow (“Tax Office”) issued the decision assessing the tax liability from uncollected withholding corporate income tax in 2012 in the amount of PLN 24.2 increased by interest on tax arrears.
In the issued decision the Tax Office contested the Company’s right to an exemption from the obligation to withhold income tax on certain interest payments in 2012. The Company appealed against the decision of the Tax Authority on the basis of acquired opinions issued by renowned entities. The Company has not created any provisions encumbering its financial results.
On 10 July 2018 the Tax Office upheld the previous decision dated 15 February 2018. The Company does not agree with the decision of the Tax Office in question and appealed against it to the Voivodship Administrative Court in Cracow. The Voivodship Administrative Court in Cracow dismissed the complaint in the ruling as of 21 February 2019. The Company does not agree with this decision and filled a cassation complaint to the Supreme Administrative Court in Warsaw. The date of the hearing has not been set.
The Tax Office control activities in the aforesaid matter were in progress in relation to 2013 and 2014.
The Head of the Małopolska Tax Office in Cracow issued a decision on 19 July 2019 in respect to the year 2013. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2013 in the amount of PLN 25.1 increased by interest on tax arrears. The Company appealed against the decision, but on 14 February 2020 the Tax Authority maintained its position. The Company filed a complaint against the decision to the Administrative Court. On 15 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, does not agree with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The date of the hearing has not been set. The Company has not created any provisions encumbering its financial results.
115
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The Head of the Tax Office in Cracow issued a decision on 20 September 2019 in respect to the year 2014. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2014 in the amount of PLN 1.7 increased by interest on tax arrears. The Company appealed against the decision of the Tax Authority. In a second instance decision issued on 8 June 2020, the Tax Authority fully maintained its position. The Company filed a complaint against the decision to the Administrative Court. On 20 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, does not agree with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The date of the hearing has not been set. The Company has not created any provisions encumbering its financial results.
The legal dispute in respect to the telecommunication concession
There is a pending legal dispute in respect to the telecommunication concession for the 1800 MHz frequency granted in 2007 to Mobyland Sp. z o.o. (currently Polkomtel Sp. z o.o.) and CenterNet S.A. (currently Polkomtel Sp. z o.o.). Proceedings to invalidate the 1800 MHz frequency allocation tender have been instigated by T-Mobile and Orange. Supreme Administrative Court (NSA), in its ruling dated 8 May 2014, sustained the decision of the Court of First Instance and repealed the decision issued by the President of the Office of Electronic Communications (UKE) on 23 September 2011 which partially invalidated the above mentioned tender. Following the decision of the Supreme Administrative Court, UKE informed that “the decisions regarding re-running the tender will be taken by the Office upon careful analysis of the written justification of NSA’s rulings and the Court’s guidelines regarding further procedure as well as upon analysis of the legal situation”. UKE also stated that the “reservation decisions issued by UKE President remained valid while the operators could continue providing their services while using these frequencies”. On 23 December 2016 President of UKE notified the parties that the tender annulment proceedings relating to the 1800 MHz frequency have been adopted. Pursuant to the decision dated 4 August 2017 President of UKE notified the parties that the tender dated 2007 has been annulled. On 13 October 2017 Aero 2 Sp. z o.o. (a successor of CenterNet S.A. and Mobyland Sp. z o.o. currently Polkomtel Sp. z o.o.) filed a motion to reconsider the decision of the President of UKE dated 4 August 2017 concerning the annulment of the tender procedure. On 31 January 2018 the President of UKE upheld its decision dated 4 August 2017. On 7 March 2018 Aero2 (currently Polkomtel Sp. z o.o.) filed a complaint with the Provincial Administrative Court in Warsaw, on 4 October 2018 complaint was dismissed. On 27 December 2018, Aero2 (currently Polkomtel Sp. z o.o.) filed a cassation appeal against judgment. The case is awaiting the appointment by the NSA.
The decision issued by UKE President does not affect reservation decisions issued following the administrative tender. In accordance with President of UKE’s press release, these reservation decisions remain valid and telecommunication operators may continue to provide their services based on these reservation decisions. In management’s opinion this issue should have no negative impact on the results and financial condition of the Group. Accordingly, no valuation adjustment has been made in these consolidated financial statements.
In the proceedings instigated by T-Mobile Polska S.A., the President of UKE resumed the proceedings which were terminated on 23 April 2009 by the issuance of a final decision by the President of UKE which sustained the decision of the President of UKE dated 30 November 2007 concerning the frequency reservation in the 1710-1730 MHz and 1805-1825 MHz range. Under these proceedings, in the decision dated 28 November 2017 the President of UKE refused, after resuming the proceedings, to annul the reservation decision of the President of UKE dated 23 April 2009. This decision was upheld by the decision of the President of UKE dated 4 June 2018. In connection with complaints filed against this decision, in the ruling of 11 March 2019 the Voivodship Administrative Court in Warsaw annulled the decision of the President of UKE dated 4 June 2018. Aero2 Sp. z o.o. (currently Polkomtel Sp. z o.o.) filed a cassation appeal against the judgment, which is awaiting the consideration by the NSA.
116
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
On 4 October 2018, T-Mobile Polska S.A. filed a complaint with the Voivodship Administrative Court in Warsaw against the announcement dated 5 September 2018 issued by the President of UKE in respect to the activities necessary to remove the breach constituting the reason for invalidating two frequency reservations (each including 48 duplex radio channels with a duplex spacing of 95 MHz each, ranges 1710-1730 MHz and 1805-1825 MHz). On 20 November 2018, Voivodship Administrative Court in Warsaw rejected the complaint of T-Mobile Polska S.A. On 4 July 2019, the Supreme Administrative Court annulled the decision of the Voivodship Administrative Court in Warsaw dated 20 November 2018, as a result of a cassation appeal filed by T-Mobile Polska S.A. On 18 August 2020, the announcement of the President of UKE dated 5 September 2018 was considered ineffective by the Voivodship Administrative Court in Warsaw. NSA annulled that judgment on 9 December 2021 (act sign II GSK 584/21). The case was remanded for re-examination to Voivodship Administrative Court in Warsaw and is awaiting the consideration.
The initiation by the European Commission of the procedure based on Art. 108 sec. 2 of the European Union Treaty
In the beginning of October 2020, Cyfrowy Polsat S.A. and Sferia S.A. (Sferia), a company owned by the Cyfrowy Polsat Group in 51% since 29 February 2016, received from the Ministry of Digital Affairs a copy of the European Commission’s decision dated 21 September 2020 regarding the initiation of the formal investigation procedure against the Republic of Poland concerning the alleged illegal state aid provided to Sferia. The alleged illegal state aid relates to granting in 2013 to Sferia the right to use a frequency block of 800 MHz range in place of the frequency 850 MHz range previously held by Sferia. According to the decision, the European Commission intends to investigate, whether the state aid was granted, and if so, whether it can be considered compatible with the internal market. On 4 February 2022, the European Commission began consultations on this matter and Cyfrowy Polsat and Sferia submitted their comments. Both companies believe that no illegal state aid was granted.
Auction for spectrum reservation from the 3.6 GHz band
On 6 March 2020, the Office of Electronic Communications (UKE) announced an auction for the reservation of spectrum of the 3.6-3.8 GHz band, which represents Poland’s first spectrum allocation process for the purposes of the 5G network. The auctioned spectrum consists of four 80MHz blocks of the 3.6 GHz band. The asking price was set at PLN 450 per one block. In accordance with the auction’s documentation, each winner shall be obligated to meet the same network requirements consisting of a roll out in specified areas of at least 700 (not in millions) base stations operating in the granted spectrum by 31 December 2025.
Initially, the deadline for submitting preliminary bids in the auction was to expire on 23 April 2020, and it was the regulator’s intention to issue spectrum reservations to the auction winners by the end of August 2020 at the latest. Accordingly, spectrum reservations resulting from the auction were to be valid until the end of June 2035.
Due to the state of the epidemic announced on 20 March 2020 and pursuant to the provision 15 zzs par. 1 item 10 of the Act on the specific solutions related to preventing, blocking and combating COVID-19 the above deadline was suspended with effect from 31 March 2020 until the termination of the epidemic emergency status. On 10 June 2020 the President of UKE annulled the auction for the reservation of frequencies in the 3.6-3.8 GHz band announced on 6 March 2020 based on provisions of "Anti-Crisis Shield 3.0" Act of 14 May 2020. The ordinance of the Minister of Digitization on the distribution schedule of frequency resources used as civilian in civil or civil-government use specifies the deadline for issuing a decision on the reservation of 3.6-3.8 GHz frequencies by 27 August 2021. However, the exact date of the re-auction for frequency reservations in the 3.6-3.8 GHz band is unknown yet.
117
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Renewal of the frequency reservations
Frequency reservations allocated in the 2100 MHz band held by Polkomtel Sp. z o.o. and frequency reservations allocated in the 1800 MHz band held by Aero 2 Sp. z o.o will expire at the end of 2022. On 30 November 2021 Polkomtel and Aero were merged, consequently Polkomtel entered into the rights and obligations of Aero 2 and thus taking over the right to Aero 2 frequencies. In December 2021 Polkomtel Sp. z o.o. applied to UKE President for the reservation of frequencies allocated in the 2100 MHz band for the next period as well as for the reservation of frequencies allocated in 1800 MHz band.
Due to the fact that in December 2021 a process of ensuring order in the frequencies management relating to frequencies allocated in the 2100 MHz band was undertaken by the UKE President and due to the fact that the procedure aiming at changing the reservations of frequencies allocated in the 2100 MHz band to four mobile network operators in Poland (including Polkomtel) was completed in March 2022 as well as due to the UKE President’s proceedings still pending with regard to the four operators for the reservation of frequencies in the 2100 MHz band for the next period, Polkomtel decided to modify its request for renewal in the 2100 MHz band. The modification relates to reserving frequencies only in the 1950,1- 1064,9 MHz and 2140,1-2154,9 MHz bands for the use throughout the country (mobile or fixed) for the next period until 31 December 2037.
It is estimated that the UKE President’s decision on the above mentioned frequency reservations for the next period will take place no earlier than in mid of 2022, and the amounts to be paid for making these reservations may be respectively PLN 822 for frequency reservations in the 1800 MHz band (in accordance with the UKE President’s preliminary estimate from December 2021) and PLN 404 for frequency reservations in the 2100 MHz band (Polkomtel's own estimate). The final, exact amounts for the renewal of the above mentioned frequency reservations will be known after the President of UKE publishes the draft reservation decisions.
Estimated impact of COVID-19 coronavirus disease pandemic on the operations and financial prospects of the Group
Immediately upon introducing by the Polish government the state of emergency due to an epidemic, in effect from 13 March 2020, the Group took actions to assure business continuity and reduce the negative impact of the pandemic on its operations. The priorities mainly included ensuring safety of the employees as well as guaranteeing high quality of services provided to the customers of the Group’s companies.
In the Management Board’s view, the Company and Group’s core business is relatively resistant to the adverse impact of the pandemic, maintains a high level of liquidity and generates positive cash flows. Accordingly, no factors indicating impairment of the Group’s assets were identified.
49. Events subsequent to the reporting date
Acquisition of shares in Vindix S.A.
On 19 January 2022 Cyfrowy Polsat acquired 53.73% shares in Vindix S.A. for the amount of PLN 24.0. As a result of the transaction the Company holds 100% of shares in Vindix S.A. and its subsidiaries.
118
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Influence of the political and economic situation in Ukraine on the Group's operations and financial prospects
In the Management Board’s view, the Company and Group’s core business is relatively resistant to the adverse impact of the political and economic situation in Ukraine. More information is presented in the Management Report in note 5.10.1.
50. Other disclosures
Security relating to loans and borrowings
The Group entered into a series of agreements establishing collateral under the loan agreements. Detailed information in respect to the agreements is presented in the Management Report in note 4.3.6.
Commitments to purchase programming assets
As at 31 December 2021 the Group had outstanding contractual commitments in relation to purchases of programming assets. The table below presents a maturity analysis for such commitments:
31 December 2021
31 December 2020
within one year
205.0
182.9
between 1 to 5 years
366.1
315.6
more than 5 years
35.5
45.1
Total
606.6
543.6
The table below presents commitments to purchase programming assets from related parties not included in the consolidated financial statements:
31 December 2021
31 December 2020
within one year
9.7
22.1
between 1 to 5 years
-
0.2
Total
9.7
22.3
Contractual liabilities related to purchases of non-current assets
Total amount of contractual liabilities resulting from agreements on the production and purchasing of property, plant and equipment was PLN 243.7 as at 31 December 2021 (PLN 313.2 as at 31 December 2020). Total amount of contractual liabilities resulting from agreements for the purchases of intangible assets was PLN 31.0 as at 31 December 2021 (PLN 64.9 as at 31 December 2020).
Future contractual obligations
As at 31 December 2021 and 31 December 2020 the Group had future liabilities due for transponder capacity agreements.
119
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents future payments (total):
31 December 2021
31 December 2020
within one year
125.6
126.0
between 1 to 5 years
376.7
503.9
Total
502.3
629.9
51. Judgments, financial estimates and assumptions
The preparation of consolidated financial statements in conformity with IFRS EU requires the Management Board to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The most significant estimates and assumptions made primarily related to the following:
• Classification of lease agreements
For contracts in which the Group acts as a lessor, the Group classifies leasing agreements as operating or financial based on the assessment as to what extent the risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The assessment is based on the economical substance of each transaction. The Group concludes agreements for the rental of reception equipment (set-top boxes, modems and routers) to its customers in the course of its business operations. These lease agreements are classified as operating leases as the Group holds substantially all the risks and rewards incidental to ownership of the reception equipment.
The Group entered into leases of office and other premises which are classified as operating leases. For more information see note 34.
• Lease term
For agreements which meet the lease definition, the Group determines the lease term as the non-cancellable period of a lease, together with both: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. While determining the lease term the Group considers all relevant facts and circumstances, which could indicate that the Group will exercise the option to extend the lease. Lessee shall reassess an extension option, upon the occurrence of either a significant event or a significant change in the circumstances that are within control of the lessee. In terms of contracts with an indefinite period, the lease term is determined based on a professional judgment regarding the contract term. Contracts with indefinite periods for which the Group estimates reasonable certain lease terms include mainly the following:
- premises for technical infrastructure – estimated lease term is 2-10 years,
- dark fibers – estimated lease term is 2-10 years,
- points of sale premises – estimated lease term is 2 years.
120
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• Discount rate used by the lessee
Discount rate is understood as the interest rate implicit in the lease (if that rate can be readily determined) or the incremental borrowing rate of the Group, determined as the cost of interest on the loan, which the Group would have to incur when taking a loan to purchase a given asset with adequate security. The incremental borrowing rate can be defined as the sum of the risk free rate and the Group’s credit risk premium. Discount rates applied by the Group take into account the maturity and the currency of lease contracts.
• Depreciation rates of property, plant and equipment and intangible assets with definite useful lives
Depreciation rates are based on the expected economic useful lives of property, plant and equipment (including reception equipment provided to customers under lease agreements) and intangible assets (including customer relationships and Plus and Netia brands). The expected economic useful lives are reviewed on an annual basis based on the experience of the entity.
The economic useful lives of the set-top boxes rented to customers under operating lease agreements are estimated for 5 years, modems and routers 3 years. For information on the useful lives of property, plant and equipment, programming assets and other intangible assets with definite useful lives see notes 6j and 6k. For information on the depreciation charge for the period by the category of property, plant and equipment and intangible assets with definite useful lives see notes 16 and 20.
• Economic useful lives and amortization method of programming assets
Economic useful life of programming assets is based on the shorter of the expected consumption of future economic benefits from the underlying asset and the license period. Amortisation method of programming assets reflects how these economical benefits are consumed. The estimation of the useful life and the amortization method requires assessment of the timing during which the Group is expecting to obtain the income from the acquired programming assets and the percentage apportionment of this income in the given period. For more information about the amortization method and amortization charge for the period by programming assets’ category see notes 6l and 22.
• Indefinite useful life of Polsat, TV4, TV6, IPLA and Polo TV (Lemon Records) brands
As at the reporting date, the Group has reviewed whether relevant factors continue to indicate indefinite useful life of Polsat, TV4, TV6, IPLA and Polo TV (Lemon Records) brands recognised in 2011-2017 on the acquisition of Telewizja Polsat S.A., Polskie Media S.A., entities comprising IPLA network and Lemon Records Sp. z o.o.
The Group has reviewed the following factors which are essential for estimating the economic useful life of the Polsat, TV4, TV6, IPLA and Polo TV (Lemon Records) brands:
- The expected usage of the asset by the entity and whether the asset could be managed more efficiently,
- Technical, technological, commercial or other types of obsolescence,
- The stability of the industry in which the asset operates and changes in the market demand for media services,
- Expected actions by competitors or potential competitors,
- The level of maintenance expenditure required to obtain the expected future economic benefits from the asset,
- Whether the useful life of the asset is dependent on the useful life of other asset of the entity.
121
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Having analyzed the above factors, the Group has concluded that there is no foreseeable limit to the period over which the Polsat, TV4, TV6 and Polo TV (Lemon Records) brands are expected to generate net cash inflows for the Group and thus the indefinite useful life was assumed. This means that the above brands are not subject to amortization but rather are tested for impairment on annual basis. The Management believes that Polsat, TV4, TV6 and Polo TV (Lemon Records) brands have a positive impact on the revenues from advertising and sponsorship. Furthermore, the Polsat brand is widely recognized by media and is highly appreciated in numerous rankings. Numerous awards for employees, individuals associated with the brand as well as high Power Ratio index also indicate a strong position of the brand.
As a result of replacing the IPLA brand with Polsat Box Go brand, the Group recognized impairment of IPLA brand as at 31 December 2021.
As at the balance sheet date the Management states there are no plans to cease using or significantly modify Polsat, TV4, TV6 or Polo TV (Lemon Records) brands. The value assigned to the brands relate to the name “Polsat”, "TV4", “TV6” and “Polo TV” respectively and the related logotypes both of which are reserved trademarks. In case the Group decides about discontinuance of use or significant modification of the name or logotype the Management would review whether events and circumstances continue to support an indefinite useful life assessment of the Polsat, TV4, TV6 and Polo TV (Lemon Records) brands and assess whether there are indicators of possible impairment.
• Fair value of assets and liabilities of Interia Group, TV Spektrum Sp. z o.o., Polot Media Sp. z o.o. (formerly Tako Media Sp. z o.o.) and Polot Media Sp. z o.o. Sp. k. (formerly Tako Media Sp. z o.o. Sp.k.) and BCAST Sp. z o.o.
The Group identified assets and liabilities and estimated their fair value under the purchase price allocation process relating to the acquisition of Interia Group, TV Spektrum Sp. z o.o., Polot Media Sp. z o.o. (formerly Tako Media Sp. z o.o.) and Polot Media Sp. z o.o. Sp. k. (formerly Tako Media Sp. z o.o. Sp.k.) and BCAST Sp. z o.o . For more information see note 38.
• Preliminary fair value of assets and liabilities of Premium Mobile Sp. z o.o., Logitus Sp. z o.o., CKS Ossa Sp. z o.o. (formerly TMS Ossa Sp. z o.o.), Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.) and Stork 5 Sp. z o.o.
The Group identified assets and liabilities and estimated their preliminary fair value under the purchase price allocation process relating to the acquisition of Premium Mobile Sp. z o.o., Logitus Sp. z o.o., CKS Ossa Sp. z o.o. (formerly TMS Ossa Sp. z o.o.), Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.) and Stork 5 Sp. z o.o. For more information see note 38.
• The impairment of goodwill and intangible assets with indefinite useful lives
The Group performed impairment test of a goodwill and of the intangible assets with indefinite useful lives (Polsat brand, TV4 and TV6 brands and Polo TV (Lemon Records) brand). The impairment test was based on the value-in-use calculations of the cash-generating unit to which the goodwill and brands have been allocated on the initial recognition. Goodwill and brands with indefinite useful lives have been allocated to the following cash-generating units, which also represent the Group's business segments:
- “B2C and B2B services” - goodwill recognized on the acquisition of M.Punkt Holdings Ltd., goodwill recognized on the acquisition of INFO-TV-FM Sp. z o.o., the goodwill recognized on the acquisition of entities comprising the IPLA platform, the goodwill recognized on the acquisition of Metelem Holding Company Ltd., the goodwill recognized on the acquisition of Orsen Holding Ltd., the goodwill recognized on the acquisition of Litenite Ltd., the goodwill recognized on the acquisition of IT Polpager S.A., the goodwill recognized on the acquisition of 65.98% shares of Netia S.A., the goodwill recognized on the acquisition of Coltex ST Sp. z o.o., the goodwill recognized on the acquisition of Netshare Media Group Sp. z o.o., the goodwill recognized on the acquisition of 51.22%
122
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
shares of TVO Sp. z o. o., the goodwill recognized on the acquisition of ISTS Sp. z o. o., the goodwill recognized on the acquisition of 51.25% shares of Esoleo Sp. z o.o., the goodwill recognized on the acquisition of IST Sp. z o. o., the goodwill recognized on the acquisition of data center in the form of an organised part of the enterprise, the goodwill recognized on the acquisition of 70.02% shares of BCAST Sp. z o.o., the goodwill recognized on the acquisition of Premium Mobile Sp. z o.o., the goodwill recognized on the acquisition of Logitus Sp. z o.o., the goodwill recognized on the acquisition of CKS Ossa Sp. z o.o. (formerly TMS Ossa Sp. z o.o.), the goodwill recognized on the acquisition of Ossa Medical Center Sp. z o.o. (formerly Horest, Hotel pod Żaglami Sp. z o.o.) and the goodwill recognized on the acquisition of Stork 5 Sp. z o.o.
- “Media: television and online” - goodwill and Polsat brand recognized on the acquisition of Telewizja Polsat S.A., goodwill and TV4 and TV6 brands recognized on the acquisition of Polskie Media S.A., goodwill recognized on the acquisition of Radio PIN S.A., goodwill recognized on the acquisition of ESKA TV S.A., goodwill recognized on the acquisition of Lemon Records Sp. z o.o., the goodwill recognized on the acquisition 99,99% share of Eleven Sports Network Sp. z o.o. and the goodwill recognized on the acquisition of Superstacja Sp. z o.o., the goodwill recognized on the acquisition of TV Spektrum Sp. z o.o., the goodwill recognized on the acquisition of 60% shares of Polot Media Sp. z o.o. (formerly Tako Media Sp. z o.o.) and Polot Media Sp. z o.o. Sp. k. (formerly Tako Media Sp. z o.o. S.k.).
The value-in-use calculations included estimation of discounted cash flows for the given cash- generating unit and the relevant discount rate. The value of goodwill and brands tested at each cash-generating unit, the key assumptions used in the value-in-used calculations for each cash-generating unit, impairment test results and sensitivity analysis of reasonably possible changes in the key assumptions are presented in note 19.
• The impairment of non-financial non-current assets
As at the reporting date the Group has assessed whether there are any indications that intangible, tangible assets or right-of-use assets with definite useful lives may be impaired. The impairment loss recognised equals the difference between net book value and recoverable amount. The impairment values are presented in note 16, 20 and 21.
• Impairment of receivables
The value of receivables is updated taking into account the expected credit losses for trade receivables and contract assets in the amount corresponding to the expected credit losses throughout the life of the instrument. The amount of expected losses is calculated on the basis of historical data regarding the repayment of receivables and the effectiveness of debt collection, taking into account current expectations regarding the future development of these parameters. For more information see notes 6n, 26 and 40.
• Impairment of inventories
The Group provides for slow-moving or obsolete inventories based on inventory turnover ratios and current marketing plans. The purchase cost or production cost is determined based on weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses. For more information see notes 6m and 25.
• Provisions for pending litigation
During the normal course of its operations the Group participates in several court proceedings, usually typical and repeatable and which, on an individual basis, are not material for the Group, its financial standing and operations. The provisions are estimated based on the court documentation and the expertise of the Group’s lawyers who participate in the current litigations and who estimate Group’s possible future obligations taking the progress of litigation proceedings into account. The Group also recognizes provisions for potential unreported
123
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
claims resulting from past events, should the Management Board find that the resulting outflow of economic benefits is likely. Provisions regarding probable claims are recognized as a result of Management Board’s estimates based on accessible information regarding market rates for similar claims. Management believes that the provisions as at 31 December 2021 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Group’s financial situation.
• Deferred tax
Deferred taxes are recognised for all temporary differences, as well as for unused tax losses. The key assumption in relation to deferred tax accounting is the assessment of the expected timing and manner of realization or settlement of the carrying amounts of assets and liabilities held at the reporting date. In particular, assessment is required of whether it is probable that there will be suitable future taxable profits against which any deductible temporary differences can be utilized. At the end of the reporting period unrecognised deferred tax assets are re- assessed. A previously unrecognised deferred tax asset is recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. For further details refer to note 6w and 13.
• Fair value of financial instruments
Fair value of financial instruments for which there is no active market is estimated using appropriate techniques of measurements. The techniques are chosen based on the professional judgment. For more information about the method of establishing the fair value of financial instruments and key assumption made see note 6h.
• Loan liabilities measured at amortised cost
The CP Term Facility, the PLK Term Facility, the CP Revolving Facility and the PLK Revolving Facility bear interest at a variable rate equal to WIBOR for the relevant interest period plus margin. The margin on the CP Term Facility, the PLK Term Facility, the CP Revolving Facility and the PLK Revolving Facility depends on the ratio of net consolidated indebtedness to consolidated EBITDA. Accordingly, the Company’s management classifies loan liabilities as variable rate instruments.
• Sale of shares in Polkomtel Infrastruktura
As a result of the sale transaction the Group lost control over Polkomtel Infrastruktura. The Group conducted analysis in accordance with IFRS 10 and IAS 28 resulting in conclusion that neither the remaining 207 shares (of Polkomtel Infrastruktura owned by the Group) nor settlements of the existing agreements allow to exercise control or to have an impact on the financial results of the entity. The Group does not have control over entity’s operating activities.
As a result of the sale transaction the Group entered into a Master Service Agreement (see note 48) that does not result in recognition of a lease. After analysis of the agreement’s settlements in accordance with IFRS 16 requirements, it has been concluded that i) the Group lost control over the active and passive Towerlink’s infrastructure and ii) provided that the services are provided at the sufficient level as specified in the Master Service Agreement, Towerlink factually disposes of the active and passive infrastructure and has the right to use the infrastructure to provide services to other users.
124
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Financial results for the 3 months ended 31 December 2021 and 31 December 2020
52. Consolidated Income Statement
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Continuing operations
Revenue
3,265.0
3,248.2
Operating costs
(2,810.6)
(2,731.3)
Gain on disposal of a subsidiary
(10.2)
-
Other operating income/(costs), net
(24.4)
7.1
Profit from operating activities
419.8
524.0
Gain/(loss) on investment activities, net
4.2
(11.5)
Finance costs, net
(6.5)
(64.9)
Share of the profit/(loss) of associates accounted for using the equity method
11.4
(45.6)
Gross profit for the period
428.9
402.0
Income tax
(95.2)
(75.3)
Net profit for the period
333.7
326.7
Net profit attributable to equity holders of the Parent
337.5
324.9
Net profit/(loss) attributable to non-controlling interest
(3.8)
1.8
Basic and diluted earnings per share (in PLN)
0.54
0.51
53. Consolidated Statement of Comprehensive Income
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Net profit for the period
333.7
326.7
Items that may not be reclassified subsequently to profit or loss :
Actuarial (loss)/gain
2.3
(0.5)
Items that may be reclassified subsequently to profit or loss :
Valuation of hedging instruments
10.3
0.8
Share of other comprehensive income of associates
10.7
4.1
Other comprehensive income/(loss), net of tax
23.3
4.4
Total comprehensive income for the period
357.0
331.1
Total comprehensive income attributable to equity holders of the Parent
360.8
329.4
Total comprehensive income/(loss) attributable to non- controlling interest
(3.8)
1.7
125
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
54. Revenue
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Retail revenue
1,730.7
1,660.1
Wholesale revenue
1,006.8
1,043.9
Sale of equipment
408.1
424.4
Other revenue
119.4
119.8
Total
3,265.0
3,248.2
55. Operating costs
for the 3 months ended
Note
31 December 2021 unaudited
31 December 2020 unaudited
Technical costs and cost of settlements with telecommunication operators
801.7
615.0
Depreciation, amortization, impairment and liquidation
461.2
602.3
Cost of equipment sold
337.2
359.5
Content costs
531.4
484.0
Distribution, marketing, customer relation management and retention costs
284.8
259.4
Salaries and employee-related costs
a)
271.3
265.8
Cost of debt collection services, bad debt allowance and receivables written off
12.5
25.2
Other costs
110.5
120.1
Total
2,810.6
2,731.3
a) Salaries and employee-related costs
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Salaries
234.6
227.4
Social security contributions
26.4
28.9
Other employee-related costs
10.3
9.5
Total
271.3
265.8
126
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2021
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
56. Gain/(loss) on investment activities, net
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Interest on lease liabilities
(4.9)
(12.0)
Interest, net
2.1
(1.3)
Other foreign exchange gains/(losses), net
5.4
(7.7)
Other income/costs
1.6
9.5
Total
4.2
(11.5)
57. Finance costs, net
for the 3 months ended
31 December 2021 unaudited
31 December 2020 unaudited
Interest expense on loans and borrowings
52.6
52.8
Interest expense on issued bonds
18.7
10.4
Valuation and realization of hedging instruments
1.0
1.0
Valuation and realization of derivatives not used in hedge accounting – relating to interest
(67.1)
(0.9)
Guarantee fess, bank and other charges
1.3
1.6
Total
6.5
64.9