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Obraz 3

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS OF

ALLEGRO.EU S.A. GROUP

 

For the year ended 31 December 2021

Contents

CONSOLIDATED FINANCIAL STATEMENTS4

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME5

CONSOLIDATED STATEMENT OF FINANCIAL POSITION7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY9

CONSOLIDATED STATEMENT OF CASH FLOWS11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS13

1. GENERAL INFORMATION14

2. BASIS OF PREPARATION14

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES15

4. COMPOSITION OF THE BOARD OF DIRECTORS19

5. BUSINESS COMBINATIONS20

6. GROUP STRUCTURE22

7. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS23

NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME24

8. SEGMENT INFORMATION25

9. REVENUESFROM CONTRACTS WITH CUSTOMERS27

10. FINANCIAL INCOME AND FINANCIAL COSTS33

11. INCOME TAX34

12. EARNINGS PER SHARE36

NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION38

13. INTANGIBLE ASSETS39

14. PROPERTY, PLANT AND EQUIPMENT43

15. INVENTORY46

16. TRADE AND OTHER RECEIVABLES46

17.PREPAYMENTS47

18. CONSUMER LOANS48

19. CASH AND CASH EQUIVALENTS50

20. RESTRICTED CASH51

21. BORROWINGS51

22. LEASES53

23. DEFERRED TAX56

24. LIABILITIES TO EMPLOYEES59

25. TRADE AND OTHER LIABILITIES63

26. DERIVATIVE FINANCIAL INSTRUMENTS63

27. FINANCIAL ASSETS AND FINANCIAL LIABILITIES66

NOTE TO THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY68

28. EQUITY69

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS76

29. CASH FLOW INFORMATION77

RISKS80

30. CRITICAL ESTIMATES AND JUDGMENTS81

31. FINANCIAL RISK MANAGEMENT86

32. CAPITAL MANAGEMENT92

UNRECOGNISED ITEMS93

33. CONTINGENT LIABILITIES94

34. ASSETS PLEDGED AS SECURITY96

35. COMMITMENTS96

36. EVENTS OCCURRING AFTER THE REPORTING YEAR97

OTHER INFORMATION98

37. RELATED PARTY TRANSACTIONS99

38. EMPLOYMENT100

39. EMOLUMENTS OF THE MANAGEMENT100

40. AUDIT FEE102

 

Obraz 3

 

CONSOLIDATED FINANCIAL STATEMENTS

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

Note

01.01 - 31.12.2021

01.01 - 31.12.2020

Revenue

9

5,352,870

3,997,811

Operating expenses

 

(3,359,130)

(2,410,979)

Payment charges

 

(142,571)

(152,889)

Cost of goods sold

 

(341,110)

(222,675)

Net costs of delivery

9.5

(1,246,198)

(692,509)

Marketing service expenses

 

(661,636)

(564,670)

Staff costs net

 

(555,210)

(490,109)

Staff costs gross

 

(709,400)

(608,854)

Capitalisation of development costs

 

154,190

118,745

IT service expenses

 

(100,911)

(61,398)

IT service expenses gross

 

(101,794)

(61,398)

Capitalisation of development costs

 

883

0

Other expenses net

 

(195,017)

(125,782)

Other expenses gross

 

(264,785)

(156,336)

Capitalisation of development costs

 

69,768

30,554

Net impairment losses on financial and contract assets

30

(66,671)

(39,378)

Transaction costs

8

(49,806)

(61,569)

Operating profit before amortisation and depreciation

 

1,993,740

1,586,832

Amortisation and Depreciation

 

(520,795)

(463,789)

Amortisation

 

(435,424)

(400,215)

Depreciation

 

(85,371)

(63,574)

Operating profit

 

1,472,945

1,123,043

Net Financial costs

10

(114,824)

(506,336)

Financial income

 

114,884

16,965

Financial costs

 

(229,708)

(523,301)

Profit before Income tax

 

1,358,121

616,707

Income tax expenses

11

(268,503)

(198,147)

Net Profit

 

1,089,618

418,560

Other comprehensive income

 

240,903

(74,712)

- Items that may be reclassified to profit or loss

 

241,693

(73,774)

Gain/(Loss) on cash flow hedging

 

231,614

(104,980)

Cash flow hedge - Reclassification from OCI to profit or loss

 

61,802

38,926

Deferred tax relating to these items

 

(51,723)

(7,152)

Exchange differences on translation of foreign operations

 

0

(568)

- Items that will not be reclassified to profit or loss

 

(790)

(938)

Remeasurements of post-employment benefit obligations

 

(996)

(1,137)

Deferred tax relating to these items

 

206

199

Total comprehensive income for the period

 

1,330,521

343,848

 

 

 

 

Net profit for the period is attributable to:

 

1,089,618

418,560

Shareholders of the Parent Company

 

1,089,618

419,160

Non-controlling interests

 

0

(600)

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Total comprehensive income for the period is attributable to:

 

1,330,521

343,848

Shareholders of the Parent Company

 

1,330,521

344,448

Non-controlling interests

 

0

(600)

 

 

 

 

Earnings per share for profit attributable to the ordinary equity holders of the company (in PLN)

12

 

 

Basic

 

1.06

(0.43)

Diluted

 

1.06

(0.43)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

 

ASSETS

 

 

 

 

 

 

 

Non-current assets

Note

31.12.2021

31.12.2020

Goodwill

13

8,669,569

8,639,249

Other intangible assets

13

4,230,029

4,407,024

Property, plant and equipment

14

443,809

150,820

Derivative financial assets

26

203,027

0

Other receivables

 

30,676

0

Consumer loans

18

15,622

4,728

Prepayments

17

11,258

0

Deferred tax assets

23

4,579

281

Investments

 

360

360

Total non-current assets

 

13,608,929

13,202,462

 

 

 

 

Current assets

 

 

 

Inventory

15

43,995

24,619

Trade and other receivables

16

818,828

646,409

Prepayments

17

54,068

36,496

Consumer loans

18

343,163

47,244

Other financial assets

 

6,710

4,788

Derivative financial assets

26

13,968

0

Income tax receivables

 

8,735

802

Cash and cash equivalents

19

1,957,241

1,185,060

Restricted cash

20

14,240

0

Total current assets

 

3,260,948

1,945,418

 

 

 

 

Total assets

 

16,869,877

15,147,880

 

 

 

 

 

 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONT.)

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

Equity

Note

31.12.2021

31.12.2020

Share capital

28

10,233

10,233

Capital reserve

 

7,089,903

7,073,667

Cash flow hedge reserve

 

146,209

(95,484)

Actuarial gain/(loss)

 

(1,728)

(938)

Other reserves

28.3

19,707

0

Treasury shares

28.4

(1,995)

0

Retained earnings

 

1,102,118

682,958

Net result

 

1,089,618

419,160

Equity allocated to shareholders of the Parent

 

9,454,065

8,089,596

 

 

 

 

Total equity

 

9,454,065

8,089,596

 

 

 

 

Non-current liabilities

 

 

 

Borrowings

21

5,362,982

5,437,223

Lease liabilities

22

206,086

45,359

Derivative financial liabilities

26

0

97,298

Deferred tax liability

23

608,797

579,078

Liabilities to employees

24

9,769

5,370

Liabilities related to business combinations

5

0

3,893

Total non-current liabilities

 

6,187,634

6,168,221

 

 

 

 

Current liabilities

 

 

 

Borrowings

21

3,316

577

Lease liabilities

22

45,056

27,907

Derivative financial liabilities

26

12,610

0

Trade and other liabilities

25

903,755

557,629

Income tax liability

 

154,940

155,022

Liabilities to employees

24

103,608

148,928

Liabilities related to business combinations

5

4,893

0

Total current liabilities

 

1,228,178

890,063

 

 

 

 

Total equity and liabilities

 

16,869,877

15,147,880

 

 

 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

CONSOLIDATEDSTATEMENT OF CHANGES IN EQUITY

 

Share Capital

Capital reserve

Exchange differences on translating foreign operations

Cash flow hedge reserve

Actuarial gain/(losses)

Other reserves

Treasury shares

Retained earnings

Net result

Equity allocated to shareholders of the Parent  

Non-controlling interests

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 01.01.2021

10,233

7,073,667

0

(95,484)

(938)

0

0

682,958

419,160

8,089,596

0

8,089,596

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) for the period

0

0

0

0

0

0

0

0

1,089,618

1,089,618

0

1,089,618

Other comprehensive income

0

0

0

241,693

(790)

0

0

0

0

240,903

0

240,903

Total comprehensive income for the period

0

0

0

241,693

(790)

0

0

0

1,089,618

1,330,521

0

1,330,521

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of profit/(loss) from previous years

0

0

0

0

0

0

0

419,160

(419,160)

0

0

0

Allegro Incentive Plan (see note 28)

0

0

0

0

0

19,707

0

0

0

19,707

0

19,707

Consolidation of Employee Benefit Trust (see note 28.4)

0

17,627

0

0

0

0

(3,386)

0

0

14,241

0

14,241

Release of Free Shares Awards to employees

0

(1,391)

0

0

0

0

1,391

0

0

0

0

0

Transactions with owners in their capacity as owners

0

16,236

0

0

0

19,707

(1,995)

419,160

(419,160)

33,948

0

33,948

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31.12.2021

10,233

7,089,903

0

146,209

(1,728)

19,707

(1,995)

1,102,118

1,089,618

9,454,065

0

9,454,065

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

Share Capital

Capital reserve

Exchange differences on translating foreign operations

Cash flow hedge reserve

Actuarial gain/(losses)

Other reserves

Treasury shares

Retained earnings

Net result

Equity allocated to shareholders of the Parent  

Non-controlling interests

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 01.01.2020

434,246

5,141,141

568

(22,278)

0

(33,633)

0

758,784

391,392

6,670,220

13,422

6,683,642

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) for the period

0

0

0

0

0

0

0

0

419,160

419,160

(600)

418,560

Other comprehensive income

0

0

(568)

(73,206)

(938)

0

0

0

0

(74,712)

0

(74,712)

Total comprehensive income for the period

0

0

(568)

(73,206)

(938)

0

0

0

419,160

344,448

(600)

343,848

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of profit/(loss) from previous years

0

0

0

0

0

0

0

391,392

(391,392)

0

0

0

Change of the functional currency (see note 28)

34,297

405,743

0

0

0

0

0

(440,040)

0

0

0

0

Increase of capital (see note 28)

232

972,094

0

0

0

0

0

0

0

972,326

0

972,326

Conversion and decrease of the share capital (see note 28)

(459,997)

459,997

0

0

0

0

0

0

0

0

0

0

Non-recourse loans (see note 28)

1,455

13,385

0

0

0

0

0

0

0

14,840

0

14,840

Shares based compensation (see note 28)

0

0

0

0

0

52,191

0

0

0

52,191

0

52,191

Shares granted to employees (see note 28)

0

0

0

0

0

25,428

0

0

0

25,428

0

25,428

Exercise of the awards by the employees

0

87,196

0

0

0

(87,196)

0

0

0

0

0

0

IPO costs in equity

0

(5,889)

0

0

0

0

0

0

0

(5,889)

0

(5,889)

Written put option liability valuation

0

0

0

0

0

3,210

0

0

0

3,210

0

3,210

Purchase of non-controlling interest - exercise of the put option on NCI (see note 5)

0

0

0

0

0

40,000

0

(27,178)

0

12,822

(12,822)

0

Transactions with owners in their capacity as owners

(424,013)

1,932,526

0

0

0

33,633

0

(75,826)

(391,392)

1,074,928

(12,822)

1,062,106

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31.12.2020

10,233

7,073,667

0

(95,484)

(938)

0

0

682,958

419,160

8,089,596

0

8,089,596

 

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

Note

01.01 - 31.12.2021

01.01 - 31.12.2020

Profit before income tax

 

1,358,121

616,707

Total adjustments

 

351,928

1,014,295

Amortisation and depreciation

 

520,795

463,789

Net interest expense

10

109,354

508,351

Non-cash employee benefits expense – share based payments

38

19,707

77,619

Revolving facility availability fee

10

3,889

3,311

Net (gain)/loss exchange differences

29.2

(659)

4,075

Interest on leases

29.2

4,982

3,028

Net (gain)/loss on measurement of financial instrument

 

(5,036)

(10,933)

Net (gain)/loss on sale of non-current assets

 

232

0

(Increase)/Decrease in trade and other receivables and prepayments

29.3

(226,837)

(260,544)

(Increase)/Decrease in inventories

29.3

(19,352)

(4,568)

Increase/(Decrease) in trade and other liabilities

29.3

293,671

210,956

(Increase)/Decrease in consumer loans

29.3

(306,813)

(51,972)

Increase/(Decrease) in liabilities to employees

29.3

(42,005)

71,183

Cash provided by operating activities

 

1,710,049

1,631,002

Income tax paid

 

(303,452)

(121,112)

Net cash inflow/(outflow) from operating activities

 

1,406,597

1,509,890

 

 

 

 

Cash flows from investing activities

 

 

 

Payments for property, plant & equipment and intangibles

 

(407,071)

(230,541)

Loans granted

 

0

(18,771)

Repayment of loans granted

 

0

42,934

Acquisition of subsidiary (net of cash acquired)

5

(22,551)

(11,827)

Other

 

(278)

0

Net cash inflow/(outflow) from investing activities

 

(429,900)

(218,205)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from capital increase

28

0

972,326

Borrowings repaid

29.2

(1,655)

(1,056,693)

Interest paid

29.2

(124,565)

(275,853)

Early repayment fee

 

0

(26,000)

Lease payments

29.2

(36,044)

(29,129)

Lease incentives

 

23,081

0

Revolving facility availability fee payments

 

(2,973)

(2,523)

Interest rate hedging instrument settlements

 

(61,801)

(38,926)

Payments for acquisition of non-controlling interest

5

0

(40,000)

Payments from other financial activities

 

(559)

(7,815)

Payments related to issuance of new shares

 

0

(5,889)

Net cash inflow/(outflow) from financing activities

 

(204,516)

(510,502)

 

 

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

772,181

781,183

Cash and cash equivalents at the beginning of the financial year

 

1,185,060

403,877

Cash and cash equivalents at the end of the financial year

 

1,957,241

1,185,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Obraz 3

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

1. GENERAL INFORMATION

Allegro.eu S.A. Group (‘Group’) consists of Allegro.eu Société anonyme (‘Allegro.eu’ or ‘Parent’), and its subsidiaries. Allegro.eu and the other members of the Group were established for an unspecified period.

The Parent was established as a limited liability company (société à responsabilité limitée) in Luxembourg on 5 May 2017. The Parent was transformed into a joint-stock company (société anonyme) on 27 August 2020. The name was changed from Adinan Super Topco S.à r.l. to Allegro.eu on 27 August 2020.

The Group is registered in Luxembourg, and its registered office is located at 1, rue Hildegard von Bingen, Luxembourg. The Parent’s shares have been listed on the Warsaw Stock Exchange (‘WSE’) since 12 October 2020.

The Group operates in Poland mostly through Allegro.pl sp. z o.o. (‘Allegro.pl’), Allegro Pay sp. z o.o. (‘Allegro Pay’), Ceneo.pl sp. z o.o. (‘Ceneo.pl’), eBilet Polska sp. z o.o. (‘eBilet’), and Opennet.pl sp. z o.o. (‘Opennet.pl’). The Group’s core activities comprise: online marketplace;advertising; online price comparison services;retail sale via mail order houses or via the Internet; online tickets distribution;web portal operations; consumer lending to marketplace buyers;software and solutions for delivery logistics;provider of intra-city SameDay and inter-city NextDay delivery services;data processing, hosting and related activities; other information technology and computer service activities; computer facilities management activities;software-related activities; computer consultancy activities.

 

These Consolidated Financial Statements were prepared for the year ended 31 December 2021 with comparative amounts for the year ended 31 December 2020.

 

2. BASIS OF PREPARATION

The Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021 were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, binding as at 31 December 2021 (together ‘the Consolidated Financial Statements’).

These Consolidated Financial Statements were prepared on the historical cost basis except for certain financial assets and liabilities (including derivative instruments) measured at fair value.

The Consolidated Financial Statements were prepared on the assumption that the Group would continue as a going concern for at least 12 months subsequent to the date of the authorization of these Consolidated Financial Statements. In making this going concern assumption Management took into consideration the impact of the COVID-19 crisis on the Group’s business. The operations have continued with minimal disruption since most staff continue home working mode since 12 March 2020. The Group has noted increased sales on its e-commerce marketplace whenever the Polish government has restricted offline retail activity as part of its lock-down measures to reduce the spread of COVID-19. Furthermore, the demand for the Group’s marketplace services has remained above the historical trend in periods when these lock-down measures have been removed.

The summary of the main accounting policies applied in the preparation of these Consolidated Financial Statements is presented in the note 3. These accounting policies were applied by the Group consistently in all periods presented, unless indicated otherwise.

There were no changes in accounting policies in the period covered by the Consolidated Financial Statements of Allegro.eu S.A. ended 31 December 2021.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of preparation

 

Measurement of items denominated in foreign currencies

Foreign currency transactions are translated into the functional currency using the National Bank of Poland’s (“NBP”) exchange rates prevailing at the dates of the transactions or on valuation dates (when items are re-measured). Foreign exchange gains and losses arising from settlement of those transactions and from translation at the exchange rate prevailing as at the reporting period end date are recognised on a net basis in the profit or loss. Measurement as at the balance sheet date, used the NBP exchange rate prevailing as at the reporting period end date. The Group does not carry out many foreign currency transactions, however the most common currencies used by the Group are listed below:

 

 

01.01 - 31.12.2021

01.01 - 31.12.2020

EUR/PLN

4.5994

4.6148

USD/PLN

4.0600

3.7584

GBP/PLN

5.4846

5.1327

CHF/PLN

4.4484

4.2641

CZK/PLN

0.1850

0.1753

 

Average exchange rates are presented in the table below:

 

01.01 - 31.12.2021

01.01 - 31.12.2020

EUR/PLN

4.5775

4.4742

USD/PLN

3.8757

3.9045

GBP/PLN

5.3308

5.0240

CHF/PLN

4.2416

4.1772

CZK/PLN

0.1785

0.1687

 

The presentation and functional currency

The presentation currency of the Consolidated Financial Statements is the Polish zloty (‘PLN’).

The results and financial position of Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

•assets and liabilities for each statement of financial position presented (ie including comparatives) shall be translated at the closing rate at the date of that statement of financial position;

•income and expenses for each statement presenting profit or loss and other comprehensive income (ie including comparatives) shall be translated at exchange rates at the dates of the transactions; and

•all resulting exchange differences shall be recognised in other comprehensive income.

In 2020 the Parent changed the functional currency from EUR to PLN. The decision was supported by the resolution of the extraordinary shareholders meeting concluded on 29 September 2020. The Group operates mainly in Poland and Polish złoty is the currency in which the Group usually generates and spends cash. Furthermore, on 12 October 2020 the Group debuted on the Warsaw Stock Exchange in Poland.

Starting from 30 September 2021 Adinan Super Topco Employee Benefit Trust (“EBT”) whose functional currency was the British Pound (‘GBP’) has been included in the Group’s consolidated financial

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

statements (see note 28.4), therefore its financial statements required translating into the Group presentation currency.

As at 31 December 2021 the functional currency for all the Group’s entities (except for EBT) and the presentation currency of these Consolidated Financial Statements is PLN.

 

Consolidation

The Consolidated Financial Statements were prepared on the basis of the financial statements of the Parent, Allegro.eu, and the financial information of entities controlled by the Parent, prepared as at and for the period ended 31 December 2021. Allegro.eu Société anonyme is the topmost entity within the corporate hierarchy, responsible for preparation of Consolidated Financial Statements.

Except for the note with relation to share and per share amounts and unless otherwise stated, these Consolidated Financial Statements have been prepared in PLN thousand, and all amounts are stated in PLN thousand. All material balances and transactions between related entities, including material unrealised profits resulting from such transactions, have been fully eliminated.

Subsidiaries are consolidated under the acquisition accounting method from the moment that the Group has assumed control over them, and will cease to be consolidated when the Group loses control. According to IFRS 10 “Consolidated Financial Statements”, the Group controls an entity when it is exposed, 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 Group accounts for business combinations under the acquisition method. The consideration for the acquired subsidiary constitutes the fair value of the assets transferred, liabilities incurred in respect of former owners of the target company and equity instruments issued by the Group. The consideration includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets, liabilities and contingent liabilities acquired as a result of a business combination are initially measured at fair value as at the acquisition date.

The Group recognises non-controlling interests either at fair value or at the proportional share of identifiable net assets in the fair value; the method of recognition is selected for each business combination individually.

The excess of the sum of the consideration, value of all non-controlling interests in the acquired entity, and fair value of shares previously held in the acquired entity as at the acquisition date over the fair value of identifiable net assets acquired is recognised as goodwill. If the sum of the consideration, non-controlling interests recognised and interest previously held is lower than the fair value of net assets of the subsidiary acquired as a result of a bargain purchase, the difference is recognised directly in the profit or loss.

Transaction costs from acquisitions are recognized in profit or loss when incurred.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

3.2 Changes in accounting policies

3.2.1 New and amended standards and interpretations adopted by the Group

In these Consolidated Financial Statements amendments to the following standards were applied:

 

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – issued on 27 August 2020 and effective for annual periods beginning on or after 1 January 2021. The Phase 2 amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one.

The amendments do not have a significant impact on these Consolidated Financial Statements. The Group borrowings, consumer loans and the variable to fixed interest rate SWAP Contracts are based on the WIBOR reference rate. IBOR Reform has no impact on those financial assets and financials liabilities as the WIBOR is considered to be compliant with the amendments to the standards.

 

Amendments to IFRS 4 – issued on 25 June 2020 and effective for annual periods beginning 1 January 2021. The amendment extends the temporary exemption of applying IFRS 9 Financial Instruments until 1 January 2023, when IFRS 17 Insurance Contracts becomes effective.

The amendments do not have a significant impact on these Consolidated Financial Statements.

 

Amendments to IFRS 16 – issues on 31 August 2021 and effective for annual periods beginning 1 April 2021. The amendment provides the annual extension of the May 2020 amendment that grants lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification.

The amendments do not have a significant impact on these Consolidated Financial Statements.

 

3.2.2 Standards and interpretations published but not yet applicable, which have not been early applied by the Group

 

IFRS 17 "Insurance Contracts" - issued on 18 May 2017 and effective for annual periods beginning on or after 1 January 2021, not yet endorsed by EU. IFRS 17 replaces IFRS 4, which has given companies dispensation to carry on accounting for insurance contracts using existing practices.

The Group has assessed that the amendment does not have impact on its Consolidated Financial Statements.

 

Amendments to IAS 1 “Presentation of Financial Statements” – issued on 23 January 2020 and effective for annual periods beginning on or after 1 January 2023. These narrow scope amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period.

As at the date of preparing these Consolidated Financial Statements, the change has not yet been approved by the European Union. The Group is in the process of assessing the impact of the amendments on its Consolidated Financial Statements.

 

Amendments to IFRS 3 “Business Combination” – issued on 14 May 2020 and effective for annual periods beginning on or after 1 January 2022, IFRS 3 was amended to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination.

The Group has assessed that the amendment does not have impact on its Consolidated Financial Statements.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Amendment to IAS 16 “Property, Plant and Equipment” – issued on 14 May 2020 and effective for annual periods beginning on or after 1 January 2022 prohibits an entity from deducting from the cost of an item of PPE any proceeds received from selling items produced while the entity is preparing the asset for its intended use.

The Group has assessed that the amendment does not have impact on its Consolidated Financial Statements.

 

Amendments to IAS 37 “Provisions Contingent Liabilities and Contingent Assets” – issued on 14 May 2020 and effective for annual periods beginning on or after 1 January 2022clarifies the meaning of ‘costs to fulfil a contract’. The amendment explains that the direct cost of fulfilling a contract comprises the incremental costs of fulfilling that contract; and an allocation of other costs that relate directly to fulfilling.

The Group has assessed that the amendment does not have impact on its Consolidated Financial Statements.

 

Amendments to IAS 1 “Presentation of Financial Statements” and IFRS Practice Statement 2: Disclosure of Accounting policies – issued on 12 February 2021 and effective for annual periods beginning on or after 1 January 2023. IAS 1 was amended to require companies to disclose their material accounting policy information rather than their significant accounting policies.

As at the date of preparing these Consolidated Financial Statements, the change has not yet been approved by the European Union. The Group is currently assessing the impact of the amendments on its Consolidated Financial Statements.

 

Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, Definition of Accounting Estimates – issued on 12 February 2021 and effective for annual periods beginning on or after 1 January 2023. The amendment to IAS 8 clarified how companies should distinguish changes in accounting policies from changes in accounting estimates.

As at the date of preparing these Consolidated Financial Statements, the change has not yet been approved by the European Union. The Group is currently assessing the impact of the amendments on its Consolidated Financial Statements.

 

Amendments to IAS 12 “Income Taxes”Deferred tax related to assets and liabilities arising from a single transaction – issued on 7 May 2021 and effective for annual periods beginning on or after 1 January 2023. The amendments to IAS 12 specify how to account for deferred tax on transactions such as leases and decommissioning obligations.

As at the date of preparing these Consolidated Financial Statements, the change has not yet been approved by the European Union. The Group is currently assessing the impact of the amendments on its Consolidated Financial Statements.

 

Amendments to IFRS 17 “Insurance Contracts” – issued on 25 June 2020 and effective for annual periods beginning on or after 1 January 2023. The amendments include a number of clarifications intended to ease implementation of IFRS 17, simplify some requirements of the standard and transition. The amendments relate to eight areas of IFRS 17, and they are not intended to change the fundamental principles of the standard.

As at the date of preparing these Consolidated Financial Statements, the change has not yet been approved by the European Union. The Group is currently assessing the impact of the amendments on its Consolidated Financial Statements.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

IFRS 14 “Regulatory Deferral Accounts” – issued on 30 January 2014 and effective for annual periods beginning on or after 1 January 2016. IFRS 14 permits first-time adopters to continue to recognise amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognise such amounts, the standard requires that the effect of rate regulation must be presented separately from other items. An entity that already presents IFRS financial statements is not eligible to apply the standard.

The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard. The standard will not have any impact on the Group’s Consolidated Financial Statements as it is not relevant for the Group’s operation.

 

Amendments to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” – issued on 11 September 2014 and effective for annual periods beginning on or after a date to be determined by the IASB. These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business. A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are held by a subsidiary.

As at the date of preparation of these Consolidated Financial Statements, the approval of this amendment is deferred by the European Union.

The Group is in the process of assessing the impact of the amendments on its Consolidated Financial Statements but so far the Group has not entered into the type of the transactions covered by this amendment. The effective date is deferred indefinitely until the research project on the equity method will be concluded.

 

4. COMPOSITION OF THE BOARD OF DIRECTORS

On 1 September 2020 the shareholders meeting of the Parent appointed each of the following persons as Board of Directors: Francois Nuyts, Jonathan Eastick, David Barker, Paweł Padusiński, Richard Sanders, Carla Smits-Nusteling and Nancy Cruickshank, with immediate effect.

As of 12October 2020, the following persons resigned from the Group Board of Directors: Danielle Arendt-Michels, Gautier Laurent, Severine Michel, Cedric Pedoni and Gilles Willy Duroy. Darren Huston was a member of the Board of Directors throughout 2020.

As at 31 December 2020, during 2021 and as at 31 December 2021 the Board of Directors comprised:

•Darren Huston (Chairman of the Board)

•Francois Nuyts (Group Chief Executive Officer)

•Jonathan Eastick (Group Chief Financial Officer)

•David Barker

•Nancy Cruickshank

•Paweł Padusiński

• Richard Sanders

•Carla Smits-Nusteling

The composition of the Board of Directors remained unchanged until the date of these consolidated financial statements.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

5. BUSINESS COMBINATIONS

In the year ended 31 December 2021 and in the comparative period ended 31 December 2020, the Group entered into business combinations as described below:

 

Acquisition of X-press Couriers sp. z o.o. (‘XPC’) and SkyNet Customs Brokers sp. z o.o. (‘SCB’)

On 8 October 2021 Allegro.pl sp. z o.o. purchased 100% of shares in X-press Couriers sp. z o.o. and 100% of shares in SkyNet Customs Brokers Sp. z o.o. for cash consideration of PLN 26,865 and PLN 1,925respectively.

The payment for XPC was divided into two tranches – PLN 25,865 was settled at the date of the transaction, with the remaining PLN 1,000 payable in October 2022. The payment for SCB was settled in full at the date of the transaction. Both transactions were financed from the Group’s own funds.

X-press Couriers is a leading provider of intra-city SameDay and inter-city NextDay delivery services. XPC concentrates on rapidly expanding SameDay delivery and international segments with e-commerce shipments. SCB is a customs agency that provides services to XPC and other clients.

On the acquisition of XPC, the Group recognized PLN 29,253 of goodwill and PLN 530 of intangible assets. The excess of the consideration paid over the fair value of the net identifiable assets of SCB of PLN 1,067 was fully allocated to goodwill.

Goodwill on both acquisitions is attributable to scale effects expected as a result of the combination of the Group’s operations with those of the acquired entities.

The underlying idea of the transaction was to acquire the existing network of couriers to complement the further roll-out of the Groups logistics operations, including the fulfillment center initiative and expanding network of Automated Parcel Lockers. In Accordance with IFRS 3 the assembled workforce fails to meet the identifiability criteria, hence any value attributed to it is subsumed into goodwill.

The revenue and net loss of XPC and SCB since the acquisition date included in the consolidated statement of comprehensive income for the 2021 financial year amounted to PLN 8,856 and PLN 388 respectively. The revenue and net profit of the Group for the 2021 financial year would have been PLN 5,372,431 and PLN 1,085,135, respectively if the acquisition of XPC and SCB had been as of the beginning of the financial year.

Costs related to the purchase transaction in the amount of PLN 819, were recognized in the consolidated statement of profit or loss and other comprehensive income as transaction costs.

 

Acquisition of Allegro Pay sp. z o. o. (previously: FinAi S.A.).

On 27 January 2020 Allegro.pl sp. z o.o. acquired 100% of shares in FinAi S.A. (currently: Allegro Pay Sp. z o.o.). The price amounted to PLN 7,000 for 100% of the company’s shares and the cash payment wasdivided into two tranches – PLN 2,000 was settled in 2019 and the remaining PLN 5,000 in January 2020. Together with the legal entity, the Group acquired the following assets: cash balance in the amount of PLN 798, intangible assets of PLN 6,481 trade and other receivables amounted to PLN 804, property plant and equipment amounted to PLN 23 and deferred tax asset amounted to PLN 31 as well as trade liabilities in the amount of PLN 740 and liabilities to employees of PLN 397. The company was a financial intermediary start-up which ceased to trade in September 2019. Together with FinAi, Allegro.pl acquired existing software applicable to credit analysis of the Allegro platform Buyers and performance of AML (Anti Money Laundering), KYC (Know Your Client) checks and a team of FinTech experts.

In order to conclude on the type of the transaction, the Group preformed concentration test as permitted in IFRS 3 para B7A. The concentration test was met and the set of acquired activities and assets was determined not to be a business combination but the purchase of assets. As Allegro.pl acquired means

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

of production as opposed to a functioning business, the transaction is treated as a purchase of assets and the purchase consideration is allocated to net assets acquired (i.e. financial assets/liabilities are recognized at their fair value and the residual amount is allocated pro-rata to acquired non-financial assets). No goodwill or gain on a bargain purchase were recognized. Asset acquisition was recorded at cost which is allocated over the group of assets based on relative fair value.

On 27 May 2020 the Group entity Adinan Midco purchased 100% shares in FinAi S.A. from its subsidiary Allegro.pl.

The acquired company was renamed as Allegro Pay on 31 July 2020, to reflect the brand of the consumer finance product launched by the company in cooperation with the Allegro marketplace.

 

Acquisition of the remaining 20% of shares in eBilet Polska sp. z o.o.

On 25 September 2020 Allegro.pl purchased 33,880 shares in eBilet composing the remaining 20% of shares for cash consideration of PLN 40,000 and as at 31 December 2021, Allegro.pl owns 100% of eBilet’s shares. The transaction was financed from the Group’s own funds and as at 31 December 2021 there were no outstanding balances.

eBilet is one of the largest Polish online ticket distributors. Its activity includes sales of tickets for cultural, sport and other entertainment events, mostly through its online channel. The purchase opens a new market for the Allegro.eu Group, previously not available on Allegro and Ceneo platforms.

Costs related to the purchase transaction in the amount of PLN 430, were recognized in the consolidated statement of comprehensive income as Transaction Costs for the year ended 31 December 2020.

 

Acquisition of Opennet sp. z o.o.

On 27 October 2020 Allegro Logistyka sp. z o.o. (‘Allegro Logistyka’) purchased 100% of shares in Opennet sp. z o.o. for a cash consideration of PLN 12,286. The payment was divided into two tranches – PLN 8,393 was settled at the date of the transaction and the remaining PLN 3,894 is payable in December 2022. The transaction was financed from the Group’s own funds. Opennet is a leading provider of technology solutions for the logistics industry in Poland and beyond, including a range of copyrights for software for automated parcel machines, last mile courier and pick-up points solutions, and for fulfillment. Opennet provides professional software development and maintenance services to a range of leading logistic and postal carriers. Together with Opennet, Allegro Logistyka acquired a team of qualified developers. The acquisition opens new opportunities for the Group in terms of logistics innovations. The transaction was accounted for as a business combination applying the acquisition method.

Based on the Group’s purchase price allocation, goodwill recognized on the acquisition of PLN 7,907, is attributable mostly to synergies from cooperation with the Group. The synergies are expected to occur mostly in Allegro.pl.

The revenue and net profit of Opennet since the acquisition date included in the consolidated statement of comprehensive income for the 2020 financial year amounted to PLN 610 and PLN (266) respectively. The revenue and net profit of the Group for the 2020 financial year would have been PLN 4,001,257 and PLN 419,713 respectively if the acquisition of Opennet had been as of the beginning of the financial year.

Costs related to the purchase transaction in the amount of PLN 123, were recognized in the consolidated statement of profit or loss and other comprehensive income as transaction costs for the period ended 31 December 2020.

On 1 July 2021 Allegro Logistyka merged with Opennet and changed its name to Opennet.pl. The merger does not have an impact on the consolidated financial statement of Allegro.eu.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

The effect of accounting for the acquisitions is presented below:

 

X-press Couriers

SkyNet Customs Brokers

OpenNet

As at the acquisition date

08.10.2021

08.10.2021

27.10.2020

Purchase consideration paid - cash

25,865

1,925

8,393

Deferred purchase consideration

1,000

-

3,894

Fair value of net assets

2,388

(858)

(4,380)

Goodwill

29,253

1,067

7,907

 

 

 

 

Net assets acquired

 

 

 

Trademarks

-

-

157

Customer Relationships

-

-

2,015

Software

530

-

1,517

Other intangibles

-

67

-

Property, plant and equipment

326

 

-

Right-of-use assets

664

-

-

Deferred tax assets

293

-

-

Inventory

23

-

-

Accounts receivable and other receivables

3,672

1,231

650

Cash acquired

292

4,948

991

Borrowings

(1,773)

-

-

Lease liabilities

(664)

-

-

Accounts payable and other liabilities

(5,619)

(5,376)

(263)

Liabilities to employees

(89)

(12)

-

Provision for deferred tax

(43)

-

(687)

Net assets

(2,388)

858

4,380

 

 

 

 

Purchase consideration paid

25,865

1,925

8,393

Cash and cash equivalents acquired

(292)

(4,948)

(991)

Cash flow used in acquisition

25,573

(3,023)

7,402

 

Goodwill is tested for impairment annually or, if there is objective evidence of impairment more frequently (see note 30.1). Customer relationships, trademarks, domains and software are amortized over their estimated useful economic life (see note 13).

 

6. GROUP STRUCTURE

As at 31 December 2021, the Allegro.eu Group comprised Allegro.eu as well as intermediate holding company Adinan Midco with their registered office in Luxembourg, Employee Benefit Trust located in Jersey and companies conducting operating activities in the territory of Poland – Allegro.pl, Allegro Pay, Allegro Finance, Ceneo.pl, eBilet Polska, Opennet.pl, X-press Couriers and SkyNet Customs Brokers. Each of the Polish Operating Companies and their subsidiaries have their registered offices located in Poland. In addition, Allegro.pl controls Allegro All For Planet Foundation, which is not consolidated due to its immateriality.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

On 1 July 2021 the merger of Allegro Logistyka with Opennet was completed. Additionally on 29 December 2021 Trade Analytics Instytut Badań Ecommerce was liquidated. There was no impact on the consolidated financial statements of the Group.

Starting from 30 September 2021 Employee Benefit Trust has been included in the Group Consolidated Financial Statements (for further information see note 28.4).

Key information regarding the members of the Group, shares held by the Group as at 31 December 2021 and 31 December 2020 and the periods subject to consolidation is presented below.

Entity name

Registered office

Interest held

Period covered by consolidation

Allegro.eu S.A.

Luxembourg

-

01.01.2021 - 31.12.2021

Adinan Midco S.à r.l.

Luxembourg

100.00%

01.01.2021 - 31.12.2021

Allegro.pl Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

Opennet.pl Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

eBilet Polska Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

Allegro Finance Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

X-press Couriers Sp. z o.o.

Poland

100.00%

08.10.2021 - 31.12.2021

SkyNet Customs Brokers Sp. z o.o.

Poland

100.00%

08.10.2021 - 31.12.2021

Allegro Pay Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

Ceneo.pl Sp. z o.o.

Poland

100.00%

01.01.2021 - 31.12.2021

 

 

 

 

Adinan Super Topco Employee Benefit Trust

Jersey

n/a

01.09.2021 - 31.12.2021

 

 

 

 

Entity name

Registered office

Interest held

Period covered by consolidation

Allegro.eu S.A.

Luxembourg

-

01.01.2020 - 31.12.2020

Adinan Midco S.à r.l.

Luxembourg

100.00%

01.01.2020 - 31.12.2020

Allegro.pl Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

Allegro Logistyka Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

OpenNet Sp. z o.o.

Poland

100.00%

27.10.2020 - 31.12.2020

eBilet Polska Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

Allegro Finance Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

Trade Analytics Instytut Badań Ecommerce Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

Allegro Pay Sp. z o.o.

Poland

100.00%

27.01.2020 - 31.12.2020

Ceneo.pl Sp. z o.o.

Poland

100.00%

01.01.2020 - 31.12.2020

 

The voting power is the same as interest held in each entity apart from the Adinan Super Topco Employee Benefit Trust (further information see Note 28.4)

 

7. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the year ended 31 December 2021 were approved by the Board of Directors for publication on 23 February 2022.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

8. SEGMENT INFORMATION

8.1 Description of segments and principal activities

Allegro.eu Group has implemented an internal functional reporting system. For management purposes, the Group is organised into business units based on their activities, and has two reportable operating segments as follows:

Allegro activity – segment which operates as a B2C, C2C and B2B e-commerce platform, comprising Allegro.pl (online marketplace), Allegro Pay, Allegro Finance (financial services), Opennet.pl and, starting from October 2021 X-press Couriers and SkyNet Customs Brokers (delivery experience and logistics solutions),

Ceneo activity – segment which is a price comparison platform in Poland allowing users to compare consumer products from various Polish e-stores.

Other segment consists mainly of the results of eBilet and the costs of the holding companies.

During the third quarter of 2021, Opennet sp. z o.o. merged with Allegro Logistyka sp. z o.o and the Group changed the presentation of Opennet results from the Other operating segment to the Allegro operating segment to reflect how information is reported to chief operating decision maker. This change of operating segment reflected the increasing role of Opennet.pl sp. z o.o. in developing logistics software for the Group, whilst still providing some of its services to third party customers.

X-press Couriers and SkyNet Customs Brokers were acquired in October 2021 and both are allocated to Allegro segment as most of the synergies are expected to occur in Allegro.pl.

The reportable operating segments are identified at the Group level. The Parent, as a holding company is included in Other segment. Segment performance is assessed on the basis of revenue, operating profit before amortisation and depreciation (‘EBITDA’), as defined in note 8.2. The accounting policies adopted are uniform for all segments and consistent with those applied for the Group. Inter-segment transactions are eliminated upon consolidation.

Interest income and finance cost are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. Both operating segments have a dispersed customer base – no single customer generates more than 10% of segment revenue. The Group’s operations are conducted in one geographical area, on the territory of the Republic of Poland.

 

01.01 - 31.12.2021

TOTAL

Allegro

Ceneo

Other

Eliminations

External revenue

5,352,870

5,096,970

236,385

19,515

-

Inter-segment revenue

-

65,428

68,978

306

(134,712)

Revenue

5,352,870

5,162,398

305,363

19,821

(134,712)

Operating expenses

(3,359,130)

(3,278,472)

(176,224)

(39,146)

134,712

EBITDA

1,993,740

1,883,926

129,139

(19,325)

-

Amortisation and Depreciation

(520,795)

 

 

 

 

Net financial result

(114,824)

 

 

 

 

Profit before income tax

1,358,121

 

 

 

 

Tax expense

(268,503)

 

 

 

 

Net profit

1,089,618

-

418,559.62

1,978,017.00

0.08

 

 

 

 

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

01.01 - 31.12.2020

TOTAL

Allegro

Ceneo

Other

Eliminations

External revenue

3,997,811

3,756,433

235,422

5,956

-

Inter-segment revenue

-

12,671

45,106

168

(57,945)

Revenue

3,997,811

3,769,104

280,528

6,124

(57,945)

Operating expenses

(2,410,979)

(2,238,778)

(145,977)

(84,169)

57,945

EBITDA

1,586,832

1,530,326

134,551

(78,045)

-

Amortisation and Depreciation

(463,789)

 

 

 

 

Net financial result

(506,336)

 

 

 

 

Profit before income tax

616,707

 

 

 

 

Tax expense

(198,147)

 

 

 

 

Net profit

418,560

 

 

 

 

The Parent Company’s Board of Directors does not analyse the operating segments in relation to their assets and liabilities that is analysed and verified on a consolidated basis. The Group’s operating segments are presented consistently with the internal reporting submitted to the Parent Company’s Board of Directors, which is the main body responsible for making strategic decisions. The operating decisions are taken on the level of the operating entities.

8.2Adjusted EBITDA (non gaap measure)

EBITDA, which is a measure of the operating segments’ profit, is defined as the net profit increased by the income tax charge, net financial results (i.e. the finance income and finance costs) and the depreciation/amortisation.

In the opinion of the Board of Directors, Adjusted EBITDA is the most relevant measure of profit of the Group. Adjusted EBITDA excludes the effects of significant items of income and expenditure that may have an impact on the quality of earnings. The Group defines Adjusted EBITDA as EBITDA excluding monitoring costs, regulatory proceeding costs, Group restructuring costs, donations to various public benefit organizations, certain employee incentives and bonuses, as well as transaction costs, because these expenses are mostly of non-recurring nature and are not directly related to core operations of the Group. Adjusted EBITDA also excludes costs of recognition of incentive programs (Allegro Incentive Plan and Management Investment Plan). Consolidated adjusted EBITDA is analyzed and verified only at the Group level.

EBITDA and adjusted EBITDA are not IFRS measures and should not be considered as an alternative to IFRS measures of profit/(loss) for the period, as an indicator of operating performance, as a measure of cash flow from operations under IFRS, or as an indicator of liquidity. EBITDA and adjusted EBITDA are not a uniform or standardized measure and the calculation of EBITDA and adjusted EBITDA, accordingly, may vary significantly from company to company.

 

01.01 - 31.12.2021

01.01 - 31.12.2020

EBITDA

1,993,740

1,586,832

Monitoring costs1

-

1,794

Regulatory proceeding costs2

4,568

4,890

Group restructuring and development costs3

45

7,172

Donations to various public benefit organizations4

2,315

6,892

Bonus for employees and funds spent on protective equipment against COVID-195

1,302

3,276

Allegro Incentive Plan6

16,706

25,428

Management Investment Plan7

-

52,191

Transaction costs8

49,806

61,569

Adjusted EBITDA

2,068,482

1,750,044

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

(1)Represents expenses incurred in relation to performance of advisory services by the shareholders of the Group, including travel expenses and expenses for services provided for projects outside the scope of supervisory responsibilities. These services and related expenses ceased since the Company’s IPO.

(2)Represents legal costs mainly related to regulatory proceeding, legal fees and settlement costs. The regulatory proceedings are described in the note number 33.2.

(3)Represents specialist regulatory economists costs as well as legal, financial, tax due diligence and transactional expenses with respect to potential acquisitions of target companies along with related legal expenses.

(4)Represents donations made by the Group to support health service and charitable organisations and NGOs during the COVID-19 pandemic.

(5)Represents expenses incurred by the Group to buy employees’ protective equipment against COVID-19 and to pay employees’ bonuses for the purchase of equipment necessary to enable them to work remotely during the COVID-19 pandemic.

(6)Represents the costs of the Allegro Incentive Plan, under which awards in the form of Performance Share Units (“PSU”) and Restricted Stock Units (“RSU”) are granted to Executive Directors, Key Managers and other employees. Costs recognized in the year ended 31 December 2021 represent the accrued cost of share based compensation in relation to the PSU and RSU Plans. For 2020, the cost represents a one-off grant to employees of shares awarded at the Group’s IPO (“Free Share Awards”).

(7)Cost of share based compensation related to the Management Investment Plan (“MIP”) in which management participated indirectly through investing in shares in the Adiman SCSP and directly via type C and D shares issued by Allegro.eu. The MIP ceased to exist at its full settlement at the moment of the Company’s IPO. For more information please refer to note number 39.

(8)Represents pre-acquisition advisory fees, legal, financial, tax due diligence and other transactional expenses incurred in 2021 in relation to the acquisition of Mall Group a.s. and WE|DO CZ s.r.o., which is signed and pending completion subject to regulatory approvals (more see note 35.1) and the cost of completed acquisition of X-press Couriers sp. z o.o. and Skynet Customs Brokers sp. z o.o. The cost recorded in comparative period are related to the IPO process completed in 2020 (PLN 61,139) and the completed acquisition of a 20% minority interest in eBilet (PLN 430).

 

9. REVENUESFROM CONTRACTS WITH CUSTOMERS

9.1 Accounting policies

 

Recognition of revenue

Under IFRS 15, revenue is recognised when a customer obtains control of a good or service. Where multiple goods or services are sold in a single arrangement, the consideration is allocated to each of the performance obligations based on the relative stand-alone prices. The consideration includes an estimate of the variable consideration if it is highly probable that the amount will not result in a significant reversal of revenue should the estimates change. The transaction price is adjusted for the time value of money if a contract includes a significant deferred payment component (the Group did not have such contracts in 2021 and 2020).

 

Marketplace revenue

The Group earns two main type of fees: success fees and listing. The listing fee is payable up-front and is non-refundable. The success fee is payable when a listed good gets sold.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

There is only one performance obligation in a contract with the seller being the selling service. There does not appear to be any advertising benefit for the seller that could be separated from the selling service. It is because there is no indication that the seller can benefit from the advertising on its own or with other resources that are readily available as the restricted and monitored contact between the seller and the buyer prevents any interaction between them outside the Group website, which is different from any typical advertising arrangement.

 

Success fees

Based on its judgment, the Management is of the view that the contract between the Group and the seller should be seen as a contract under which the Group promises to find purchasers for the seller’s goods (i.e., the Group’s performance consists only of finding a purchaser for the products). As a result, the Group earns revenue from sellers on the platform and recognises success fees when listed goods are sold. Transaction revenue at the end of each reporting period is reduced by a provision for commission refund for sellers and discounts and incentives. Policy enables sellers to claim refunds for transactions that were terminated by the clients during 45 days from the initial transaction.

Marketplace revenues are invoiced monthly and fall due after 14 days.

 

Listing fees

Based on its judgment, the Management is of the view that the contract between the Group and the seller should be seen as a contract under which the Group promises to make the seller’s products available for purchase (i.e., the Group’s performance includes both listing the products and finding a purchaser for them). As a result, the Group earns revenue from sellers on the platform and recognises listing fees straight line over the duration of the listing period.

 

Price comparison revenue

Revenues are recognized when shoppers click on a seller’s offer listed along with competing offers for the same product. The shopper is directed to the seller’s own website and the merchant pays a click-through fee for this marketing lead.

Revenues are invoiced monthly in arrears and in general fall due after 14 days.

 

Advertising revenue

Revenue from provided advertising services is recognised in the reporting period in which the service is performed. Revenue from advertising services is recorded net of any estimated discounts, including volume-based discounts.

Advertising revenues are invoiced monthly in arrears and fall due after 14 days.

 

Retail revenue

Revenue from retail sales is recognized when Allegro.pl sells goods purchased for resale by its own proprietary store via marketplace. The revenue is recognised when control of the goods has transferred to the customer, being the moment when the goods are delivered to the customer. Delivery occurs when the goods have been shipped to the customer’s specific location. When the customer initially purchases the goods on the marketplace the transaction price received by the Group is recognised as a contract liability until the goods have been delivered to the customer.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Other revenue

Other revenues relate mainly to hosting services that are recognized over time. Customers of hosting services are companies owned or previously owned by Naspers Group, the previous owner of the Group.

 

Customer incentives programs

The attractiveness of the marketplace to sellers (also referred to as merchants), and therefore revenue potential for the Group, depends crucially on the number of active buyers and their engagement with the marketplace (e.g. site visits, transactions, and value of purchases made). To increase buyer activity on the marketplace, the Group has introduced certain programs to incentivize buyers to shop on the marketplace. Allegro seeks to increase numbers of buyers and their engagement metrics by incurring costs, at its own risk, that attract traffic and new buyers such as operating a free of charge loyalty scheme. Such activities result in the recognition of the deferred revenue.

 

Smart!

Allegro partially covers expenditure for functionalities on the marketplace that buyers may otherwise see as a barrier to making e-commerce transactions, such as the costs of delivery. To reduce the delivery cost barrier to purchase, the Smart! loyalty program was introduced in 2018. For an annual or monthly subscription, the user buys unlimited free of charge package deliveries for the duration of the subscription, subject to a minimum order value. Inflows from subscriptions are presented as deferred income and included in comprehensive income on the time-based model over the duration of the subscription agreement as the number of packages the subscriber may order using the Smart! Free delivery service is unlimited. Allegro arranges delivery for packages made by Smart! subscribers. Allegro acts as an agent in case of free deliveries therefore cost of free delivery is deducted from subscription fees paid by Smart! subscribers. Costs of delivery in excess of the subscription fee earned are presented in “Net costs of delivery” in operating expenses in the statement of comprehensive income. Although a portion of individual transactions relating to Smart! Program concluded on the Group's online marketplace may result in a loss due to delivery provided to buyers costing more than the transaction fees earned from sellers, the Group concluded that these losses are acceptable from the business perspective to drive overall buyer engagement and transaction volumes that generate positive net revenues earned as a whole.

 

Allecoins

The Allecoins loyalty program, was implemented to encourage buyers to exhibit specific behaviors (e.g. purchase via the mobile application, purchases in defined categories). Buyers accumulate coins for purchases made which entitle them to discounts on future purchases. A contractual liability for the award points is recognised at the time of the sale. The value of discounts earned and redeemed during the period are classified as discounts and incentives. Those earned on purchases from merchants are presented as an adjustment to revenue while a coins earned as a result of various buyers’ activities on the Platform (for example downloading mobile app) are presented as marketing expenses.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

9.2 Disaggregation of revenue from contracts with customers

 

01.01 - 31.12.2021

01.01 - 31.12.2020

Marketplace revenue

4,319,180

3,230,983

Advertising revenue

477,113

337,834

Price comparison revenue

180,622

189,964

Retail revenue

333,821

216,626

Other revenue

42,134

22,404

Revenue

5,352,870

3,997,811

 

The element of the revenue generating activity which is a negative amount being an excess of the Costs of Smart!’ deliveries over the subscription fee earned is presented as an expense in “Net costs of delivery” in operating expenses in the statement of comprehensive income.

 

The division of revenues into segments is presented below:

 

01.01 - 31.12.2021

Allegro

Ceneo

Other

Eliminations

Total

Marketplace revenue

4,303,901

-

15,334

(55)

4,319,180

Advertising revenue

421,898

60,247

-

(5,032)

477,113

Price comparison revenue

-

241,814

-

(61,192)

180,622

Retail revenue

333,821

-

-

-

333,821

Other revenue

102,778

3,302

4,487

(68,433)

42,134

Revenue

5,162,398

305,363

19,821

(134,712)

5,352,870

 

 

 

 

 

 

01.01 - 31.12.2020

Allegro

Ceneo

Other

Eliminations

Total

Marketplace revenue

3,226,006

-

5,389

(412)

3,230,983

Advertising revenue

292,187

48,856

-

(3,209)

337,834

Price comparison revenue

-

226,792

-

(36,828)

189,964

Retail revenue

216,626

-

-

-

216,626

Other revenue

34,286

4,880

734

(17,496)

22,404

Revenue

3,769,105

280,528

6,123

(57,945)

3,997,811

 

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major operating segments.

 

01.01 - 31.12.2021

Allegro

Ceneo

Other

Eliminations

Total

Timing of revenue recognition:

 

 

 

 

 

At a point in time (incl. success fee)

4,249,080

242,551

19,821

(127,142)

4,384,310

Over time

913,318

62,812

-

(7,570)

968,560

Revenue

5,162,398

305,363

19,821

(134,712)

5,352,870

 

 

 

 

 

 

 

 

 

 

 

 

01.01 - 31.12.2020

Allegro

Ceneo

Other

Eliminations

Total

Timing of revenue recognition:

 

 

 

 

 

At a point in time (incl. success fee)

3,058,431

228,728

6,123

(51,976)

3,241,306

Over time

710,674

51,800

-

(5,969)

756,505

Revenue

3,769,105

280,528

6,123

(57,945)

3,997,811

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

In the current reporting period, the Group has identified a certain amount of the success fee arising on listing and promotional activities which was improperly linked in an accounting system to the “over time” line item in the above presented table in the Note 9.2, rather than “point in time”. Therefore the Group has amended the disclosure in the Note 9.2. for the comparatives transferring PLN 589,322 from revenue recognized over time to revenue recognized at a point in time.

The Group’s operations are conducted in one geographical area, on the territory of the Republic of Poland. The Group has a dispersed customer base – no single customer generates more than 10% of revenue.

 

9.3Contract assets and liabilities

The Group has recognised the following revenue-related contractual liabilities:

 

 

Smart! program deferred income (I)

Listing and promotional deferred income (II)

Other deferred income

As at 01.01.2021

56,976

7,976

-

Increased/(decreased)

35,138

860

-

As at 31.12.2021

92,114

8,836

-

 

 

 

 

As at 01.01.2020

28,579

8,538

2,146

Increased/(decreased)

28,397

(562)

(2,146)

As at 31.12.2020

56,976

7,976

-

 

 

 

 

(I)Smart! program – the loyalty program for buyers Smart! was introduced in 2018. Monthly or annual subscription fees are paid at the beginning of the subscription period, with the part relating to future periods being recognised pro rata in deferred income at the balance sheet date.

(II)Listing and promotional – the sellers can list their products on the platforms in the form of an announcement. Fees are recorded as revenue during the listing period.

 

Contract liabilities are presented in trade and other liabilities.

 

There were no contract assets in 2021 and 2020.

 

Significant changes in contract assets and liabilities

There were no significant changes in contract liabilities in the current period resulting from other transaction than the recognition of the subscription fees from buyers and recognition of revenue when the services is provided.

 

Revenue recognised in relation to contract liabilities

Revenue of PLN 56,976 was recognised in the period from 1 January to 31 December 2021 from the Smart! program contract liability and PLN 7,976 from listing and promotional deferred income from that amounts that were included in the contract liability balance at the beginning of the period 1 January 2021.

Revenue of PLN 28,579 was recognised in the period from 1 January to 31 December 2020 from the Smart! program contract liability and PLN 8,538 from listing and promotional deferred income from that amounts that were included in the contract liability balance at the beginning of the period 1 January 2020.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

Transaction price allocated to unsatisfied performance obligations

All contracts are concluded for periods of the expected original duration of one year or less. As permitted under IFRS15, the entity does not disclose the transaction price allocated to these unsatisfied or partially unsatisfied contracts when it expects to recognise such amounts as revenue.

 

Assets recognized from costs to obtain and fulfil a contract

There were no assets to obtain or fulfil a contract in 2021 and 2020.

 

9.4Refund liabilities

The value of refund liabilities at the balance sheet date was:

 

 

Allecoins customer loyalty program contract liability (I)

Refunds contract liability (II)

Advertising revenue retrospective bonuses

As at 01.01.2021

32,847

12,889

4,710

Increased/(decreased)

3,630

1,707

915

As at 31.12.2021

36,477

14,596

5,625

 

 

 

 

As at 01.01.2020

21,620

5,398

4,141

Increased/(decreased)

11,227

7,491

569

As at 31.12.2020

32,847

12,889

4,710

 

 

 

 

 

(I)Allecoins customer loyalty program - the Allegro coins program was introduced in January 2017. More information about the program provided in the note 9.1.

(II)Refunds – this position includes refund commission and other refunds. Every buyer has the right to return a purchased product to the seller, in which case the Group is obliged to refund the commission for a cancelled transaction. At the end of each reporting period the Group adjusts the transaction revenue for the expected returns and recognize a provision for returns of success fee. Refund commission liability represent the amount of consideration that the Group expects to repay to sellers using the expected value method with corresponding adjustment to revenue.

(III)Advertising retrospective bonuses – Allegro pays out retro-bonuses to media houses which promote ads on Allegro’s web page. The estimated discounts are recognized as refund liability. Bonuses are paid after reaching agreed levels of annual spending by the media house.

 

The refund liabilities recognised as at opening balances of each reporting period were settled at amounts which are materially consistent with the amounts recognized.

 

Refund liabilities are presented in trade and other liabilities.

 

9.5 Significant judgment on the accounting of Smart! program

In developing its revenue accounting policies to reflect the requirements of IFRS 15 on revenue accounting, the Management considered whether the judgements used result in its accounting presentation best reflecting the economic substance of the sales transactions and incentive programs related to the marketplace. The Management identified two separate groups of contracts – contracts with sellers and contracts with buyers (Smart! contracts) that produce separate revenue streams and

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

as a result the buyer and the seller should be considered as separate customers. The Smart! program leads to a distinct revenue stream where Allegro provides a service – arranging (and paying) for deliveries in exchange for a subscription fee from the Smart! subscriber. The transaction price under the Smart! contract is allocated only to the performance obligation resulting from the Smart! contract, and the transaction price under the contract with the seller is allocated only to the performance obligation resulting from the contract with the seller as these are separate contracts which do not meet the criteria for combination as they are entered into independently with different parties and at different times. Therefore there is no reallocation of the transaction price between these contracts irrespective of the fact that these contracts are economically linked. Most Smart! contracts with buyers result in a loss (a negative margin) as delivery costs will exceed the subscription fee on an individual Smart! contract level. Management believes that presentation of the negative margin from Smart! contracts as “Net costs of delivery” in operating expenses is most appropriate as the business purpose of the Smart! program is to make its marketplace more attractive compared to competition, to attract buyers and to boost sales on its marketplace, so the excess costs of the Smart! Program are in substance a promotional activity and should be presented as an expense.

 

10. FINANCIAL INCOME AND FINANCIAL COSTS

 

01.01 - 31.12.2021

01.01 - 31.12.2020

Valuation of financial instruments

5,036

10,933

Net exchange gains on foreign currency transactions

509

-

Interest from deposits

3,096

2,761

Other financial income

315

3,271

Remeasurement of borrowings

105,928

-

Financial income

114,884

16,965

 

 

 

Interest paid and payable for financial liabilities

(156,711)

(297,099)

Deferred borrowing costs written off

-

(143,378)

Interest rate hedging instrument

(58,570)

(41,874)

Second Lien facility early repayment cost

-

(26,000)

Interest on leases

(4,982)

(3,028)

Revolving facility availability fee

(3,889)

(3,311)

Net exchange losses on foreign currency transactions

-

(4,236)

Other financial costs

(5,556)

(4,375)

Financial costs

(229,708)

(523,301)

 

 

 

Net financial costs

(114,824)

(506,336)

 

The decrease in interest paid and playable is driven by lower costs of the Group’s indebtedness resulting from the refinancing transaction completed on 14 October 2020. The savings were partially offset by higher costs to settle fixed interest rate hedging instruments, reflecting the rapid decrease of WIBOR (Warsaw Interbank Offer Rate) reference rates following the outbreak of the Covid-19 pandemic in 2020.

The remeasurement of borrowings reflects the improved leverage ratio of the Group, which by effect of the terms of the binding contract, result in the lower margin and decrease in the carrying value of the existing borrowings valued at amortized cost.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

11. INCOME TAX

Income tax for the year comprises current and deferred taxation. Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In such cases, tax is also recognized in other comprehensive income or directly in equity, respectively.

The majority of the Group’s taxable income is generated in Poland and is subject to taxation according to the Corporate Income Tax Act (“CIT”). The CIT rate in Poland is 19%. In 2021 and 2020 Luxembourg companies were subject to a 24.94% taxation rate.

The management reviews from time to time the approach adopted in preparing tax returns where the applicable tax regulations are subject to interpretation. In justified cases, a provision is established for the expected tax payable to tax authorities.

11.1 Income tax expense

 

01.01 - 31.12.2021

01.01 - 31.12.2020

Current income tax on profits

(294,328)

(260,984)

(Increase)/Decrease in net deferred tax liability

25,825

62,837

Income tax expense

(268,503)

(198,147)

 

11.2 Significant estimates

In the light of the General Anti-Abuse Rule (“GAAR”), effective since 15 July 2016, aimed at preventing the formation and use of artificial legal structures created to avoid paying taxes in Poland, the Group conducted an overall analysis of its tax situation in order to identify and evaluate transactions and operations that could be subject to GAAR, considering the effect on deferred tax, the tax value of assets and tax risk provisions.

In the opinion of the Management, the analysis confirmed that current and deferred tax amounts are properly stated. Nevertheless, the Group is of the opinion that an inherent feature of GAAR is uncertainty about the Group’s interpretation of tax law regulations, which can affect the ability to realize deferred income tax assets in future periods and result in the payment of additional unaccrued tax for prior periods.

Tax authorities may inspect accounting books and tax settlements within five years of the end of the year in which tax returns are filed and they may levy additional tax, including fines and interest, on the Group. The Group conducts an overall analysis of its tax situation in order to identify and evaluate any transaction and operations that might represent risk from an Uncertain Tax Position, as defined in IFRIC 23. No such positions were identified in the current reporting period.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

11.3 Reconciliation of income tax expense to tax paid and payable

 

01.01 - 31.12.2021

01.01 - 31.12.2020

Profit from continuing operations before income tax expense

1,358,121

616,707

 

 

 

Tax (payable)/recoverable at the Polish tax rate of 19%

(258,043)

(117,174)

 

 

 

Tax effect of amounts which are not deductible in calculating taxable income:

 

 

Non-deductible expenses

(6,266)

(20,976)

Unrecognized deferred asset on tax losses

(4,146)

(24,242)

Recognition of deferred tax on tax losses from previous years

2,833

-

Effect of LuxCos liquidations

-

(52,234)

Effect of foreign tax rates and regulations

(2,881)

16,479

Income tax expense

(268,503)

(198,147)

 

“Effect of LuxCos liquidation” represents a non-deductible result of the liquidations performed within the Group on 21 December 2020. Adinan Topco, Adinan Holdco, Adinan Bondco ceased to exist and Adinan Seniorco was merged into Adinan Midco.

“Effect of foreign tax rates and regulations” represents the effect of different tax rates used in Luxembourg and Poland.

 

11.4 Amounts recognised directly in other comprehensive income

The deferred tax relating to other comprehensive income recognized directly in other comprehensive income amounted to PLN 51,517 income in 2021 and to PLN 6,953 cost in 2020.

 

11.5 Tax losses

In 2021 Allegro Pay recognized a deferred tax asset on a tax loss from previous years in the amount of PLN 2,834. Based on the performed analysis, the entity concluded that future taxable income will be sufficient to utilize the tax loss in full.

In 2021 and 2020 unrecognized deferred tax assets on tax losses of PLN 113,826 and PLN 97,200 (expiring in 2026 and 2025) were incurred by Allegro.eu. Those losses are not likely to be utilized as the Parent will not generate future taxable income due to the tax exempt nature of income from dividends from its subsidiaries.

 

11.6 Other

No deferred tax liability is recognised on temporary differences of PLN 2,363,447 (2020: PLN 1,357,712) relating to the unremitted earnings of subsidiaries, as unremitted earnings are not taxable when paid.

Currently, Allegro.pl and Ceneo.pl are being subject to the tax and customs audits with respect to the corporate income tax settlements for the period from 28 July 2016 to 31 December 2017 and for 2018. These tax and customs audits have been initiated in December 2020 and are still in progress. So far, the auditing tax and customs office has not issued any document summarizing potential findings in terms of the audits. The deadline for completing the auditing activities was extended to 28 February 2022 but it may be further prolonged by the tax and customs office, which is a common practice.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Assisted by their external tax advisors, Allegro.pl and Ceneo.pl are providing ongoing explanations to the tax and customs office, supporting the Group's position as to correctness of the tax settlements of these entities for the periods audited.

After performing an analysis of potential tax risks connected with the above-mentioned tax settlements as well as any other transactions and operations that might represent risk from an Uncertain Tax Position in the Group, in the light of IFRIC 23 implementation (Uncertainty over Income Tax Treatments) – the Group concluded that no provision should be created. However, the Group cannot exclude the risk that the tax authorities will apply a different approach from the one adopted by the Group, which may adversely affect the Group’s business.

 

12. EARNINGS PER SHARE

The amounts in this note are provided in PLN and not in thousand PLN.

Basic and Diluted Earnings per share for the years ended 31 December 2021 and 31 December 2020 were:

 

01.01 - 31.12.2021

01.01 - 31.12.2020

Net profit attributable to equity holders of the Parent Company

1,089,618,366

419,160,122

Preference annual interest

-

(754,495,305)

Profit/ (Loss) for ordinary shareholders

1,089,618,366

(335,335,183)

Average number of ordinary shares

1,023,593,977

787,946,396

Profit/ (Loss) per ordinary share (basic)

1.06

(0.43)

Effect of diluting the number of ordinary shares

221,093

-

Number of ordinary shares shown for the purpose of calculating diluted earnings per share

1,023,815,070

787,946,396

Profit/ (Loss) per ordinary share (diluted)

1.06

(0.43)

 

Basic earnings per share are calculated by dividing the net profit for the period attributable to ordinary equity holders of the Parent Company, decreased by any preferential cumulative dividend interest, by the weighted average number of ordinary shares.

In connection with the Group’s IPO, which took place in October 2020, the Group’s share capital was restructured to replace all classes of share capital, including cumulative preference shares, with a class of new ordinary shares (“the IPO Conversion”).

Cumulative preference shares accrued interest at a compound annual rate of 12% and this accrued interest was settled at the IPO Conversion with an allocation of new ordinary shares as the equity was restructured on the basis of an IPO market capitalisation of PLN 43 billion, implied by the Company setting the IPO price of its 1 billion new ordinary shares at PLN 43 per share. Preference annual interest therefore ceased to accrue from the date of the IPO Conversion on 29 September 2020.

The Company issued a further 23,255,814 ordinary shares at IPO to raise an additional PLN 1 billion of equity in a primary capital raising, bringing the total of ordinary shares issued by the Parent to 1,023,255,815 ordinary shares.

From 30 September 2021, the Employee Benefit Trust has been consolidated in the Group Consolidated Financial Statements (see note 28.4). 1,399,853 of ordinary shares, initially possessed by the entity, have been classified as Treasury Shares and deducted from the average number of ordinary shares for the period ending 31 December 2021 for the purpose of calculating Earnings per

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Share. On 7 October 2021, 589,024 Treasury Shares were distributed to the employees receiving a grant of ordinary shares on the occasion of the Group's IPO, leaving the Group with 810 829 Treasury Shares held by the EBT. Moreover, the average number of ordinary shares for the period ending 31 December 2021 for the purpose of calculating Earnings per Share additionally includes 932 fully vested but not delivered shares, granted to employees at the moment of the Group’s IPO, as a Free Share Award.

In the prior year period and until the IPO Conversion, ordinary shares for the purposes of calculating earnings per share comprised A1 and A2 shares. Between 2017 and the IPO, B and C shares  were granted to the Group’s Key Management and other managers with a determined vesting period, and were excluded from the earnings per share calculation. The Management participated indirectly through various classes of shares of Adiman SCSp and directly via type C and D shares issued by Allegro.eu.

B and C series shares were assessed for any potential dilutive effect on the EPS calculation. The Group concluded that they were not dilutive.

The dilutive item presented in the table above refers to the RSU program described in note number 28.3. RSU are treated as the non-performance based share based payments and are included in computing diluted EPS if the effect is dilutive. The shares that will be issued for no consideration are dilutive; the Group calculates the incremental number of shares that will be issued for nil consideration taking into account the market price of the shares and the assumed exercise price for RSU. This variant of the AIP program has a dilutive impact on the EPS calculation as it results in the issue of ordinary shares for less than the average market price of ordinary shares during the period.

PSU are performance-related share based payments thus are treated as contingently issuable shares. The diluted EPS computation includes those shares that would be issued under the terms of the contingency, based on the current status of conditions, as if the end of the reporting period was the end of the contingency period.

The PSU program described in note number 28.3 has a contingent dilutive effect on the EPS calculation for the twelve months ended 31 December 2021. However it was not concluded to be dilutive as the performance conditions have not yet been met.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

13. INTANGIBLE ASSETS

Goodwill

Goodwill arises on the acquisition of business undertakings. Goodwill is not amortized but tested for impairment annually or more frequently, if there is objective evidence of impairment. For the purposes of impairment testing, goodwill is allocated to cash-generating units which are expected to profit from the synergies of business combination. Impairment is recognized when the carrying amount of an asset or cash-generating unit is higher than its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and the value in use.

 

Licenses, software and copyrights

Separately purchased licenses are initially recognized at cost. Licenses acquired as a result of the business combination are recognized at fair value at acquisition. Licenses have limited useful life, i.e. 2 to 5 years. The domains “allegro.pl” and “ceneo.pl” acquired on 18 January 2017 are amortized over their estimated useful life of 15 years. The Allegro and Ceneo Platform software acquired on 18 January 2017 is amortized over its estimated useful economic life for 10 years. The eBilet software acquired in April 2019 and Opennet software acquired in October 2020 are amortized over its estimated useful economic life for 15 years. The software recognized on the acquisition of XPC is amortized over 2 years.

These intangible assets are measured at historical cost (or initial fair value) less amortization and impairment losses. Amortization is calculated on a straight line basis in order to spread the cost over the estimated useful life.

 

Trademarks

Trademarks arising from business combinations are initially measured at fair value using the Royalty Relief Method. Trademarks are measured at historical cost (or initial fair value) less amortization and impairment losses. Brands are amortized on a straight line basis for their estimated useful life of 15 years.

 

Customer relationships

Customer relationships arising from business combinations are measured initially at fair value with the Multi-Period Excess Earnings method (“MPEE”) and their carrying value is subsequently decreased by amortization. Relationships acquired in the transaction of 18 January 2017 are amortized on a straight line basis for their estimated useful life of 20 years.

Relationships with event organizers purchased in the acquisition of eBilet Polska Sp. z o.o. and customer relationships acquired as a part of Opennet business are amortized on a straight line basis for their estimated useful life of 15 years.

 

Research and development costs

Although the Group does not have any department dedicated to research and development, such activities are performed throughout the organization. The Group develops its platform and introduces new projects in order to satisfy the needs of its buyers and sellers. Development expenditure that meets the capitalization criteria is recognized as intangible assets. Research and development expenditure that does not meet the capitalization criteria is recognised as an expense as incurred in staff costs. In the reported periods the Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. The Group is not able to estimate the value of research and development expenditures recognised through profit or loss because tracking of costs starts after formal acceptance of a specific project.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Development work is the practical application of research findings or other knowledge to plan or design the production of new or substantially improved materials, devices, products, technological processes, systems or services. The Group’s development costs relate to production of software containing new or significantly improved functionalities by the technology department and incurred before the software is launched commercially or the technology is applied on a serial basis.

The value of development work is measured based on expenditures incurred, in particular staff costs and related charges for the employees involved in a project, costs of contractors, costs of third party services and other costs of the project.

The completion of each project is confirmed with an acceptance report, is capitalized in the Group’s intangible assets and amortized on a straight line basis for 4-7 years. Unsuccessful developments are expensed on a one-off basis at the time a decision is made to terminate the project.

Software under development is tested annually for impairment. As at the end of 2021 as well as the end of 2020 there was no impairment.

 

Impairment of non-financial assets

Assets with an undefined useful life and goodwill are not subject to amortization but tested annually for impairment. Amortized assets are tested for impairment wherever there is any evidence that their carrying amount may not be recoverable. Impairment charges are made at the excess of the carrying amount of a given asset over its recoverable amount. Recoverable amount is the higher of fair value less costs of effecting sale and value in use. For the purposes of impairment assessment, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units).

Non-financial assets, other than goodwill, for which impairment charges were identified, are reviewed for indication of a possible reversal of the impairment charge at each reporting period end date.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 01.01.2021

Goodwill

Customer and supplier relationships

Trademarks and other rights

Computer software and licences

Software development costs

Software under development

Other

Total

Cost

8,639,249

2,912,512

1,513,562

1,041,990

255,482

108,985

34,190

14,505,970

Accumulated amortisation and impairment

-

(568,067)

(388,096)

(411,181)

(69,639)

-

(22,714)

(1,459,697)

Net book amount

8,639,249

2,344,445

1,125,466

630,809

185,843

108,985

11,476

13,046,273

 

 

 

 

 

 

 

 

 

Year ended 31.12.2021

 

 

 

 

 

 

 

 

Opening net book amount

8,639,249

2,344,445

1,125,466

630,809

185,843

108,985

11,476

13,046,273

Additions

-

-

-

10,049

-

229,057

18,724

257,830

Additions due to business combinations

30,320

-

-

531

-

-

67

30,917

Transfer from development

-

-

-

1,254

195,725

(195,725)

(1,254)

-

Amortisation charge

-

(144,400)

(100,704)

(109,795)

(71,195)

-

(9,329)

(435,423)

Closing net book amount

8,669,569

2,200,045

1,024,762

532,848

310,373

142,317

19,684

12,899,598

 

 

 

 

 

 

 

 

 

As at 31.12.2021

 

 

 

 

 

 

 

 

Cost

8,669,569

2,912,512

1,513,562

1,053,824

451,207

142,317

51,727

14,794,718

Accumulated amortisation and impairment

-

(712,467)

(488,800)

(520,976)

(140,834)

-

(32,043)

(1,895,120)

Net book amount

8,669,569

2,200,045

1,024,762

532,848

310,373

142,317

19,684

12,899,598

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 01.01.2020

Goodwill

Customer and supplier relationships

Trademarks and other rights

Computer software and licences

Software development costs

Software under development

Other

Total

Cost

8,631,342

2,910,497

1,513,405

1,024,810

131,273

83,175

23,443

14,317,945

ccumulated amortisation and impairment

-

(422,167)

(286,703)

(301,641)

(32,029)

-

(16,941)

(1,059,481)

Net book amount

8,631,342

2,488,330

1,226,702

723,169

99,244

83,175

6,502

13,258,464

 

 

 

 

 

 

 

 

 

Year ended 31.12.2020

 

 

 

 

 

 

 

 

Opening net book amount

8,631,342

2,488,330

1,226,702

723,169

99,244

83,175

6,502

13,258,464

Additions

-

-

-

15,056

-

149,299

12,074

176,429

Additions due to business combinations

7,907

2,015

157

1,517

-

-

-

11,596

Transfer from development

-

-

-

607

124,209

(123,489)

(1,327)

-

Amortisation charge

-

(145,900)

(101,393)

(109,540)

(37,610)

-

(5,774)

(400,217)

Closing net book amount

8,639,249

2,344,445

1,125,466

630,809

185,843

108,985

11,476

13,046,273

 

 

 

 

 

 

 

 

 

As at 31.12.2020

 

 

 

 

 

 

 

 

Cost

8,639,249

2,912,512

1,513,562

1,041,990

255,482

108,985

34,190

14,505,970

Accumulated amortisation and impairment

-

(568,067)

(388,096)

(411,181)

(69,639)

-

(22,714)

(1,459,697)

Net book amount

8,639,249

2,344,445

1,125,466

630,809

185,843

108,985

11,476

13,046,273

 

The Group did not capitalize any interest expense or exchange rate differences during the periods presented.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

14. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at historical cost less depreciation and impairment losses. The historical cost includes expenses directly associated with the acquisition of assets. Depreciation of property, plant and equipment is calculated on a straight line basis in order to spread initial value less expected residual value over the period of useful life, which for individual classes of property, plant and equipment are as follows:

 

Buildings and structures 10 years

Systems and network hardware 4-10 years

Automated Parcel Machines10 years

Motor vehicles5-7 years

Other 5 years

 

 

The residual value and useful life periods of property, plant and equipment are reviewed and adjusted if necessary at the end of each reporting period. Gains or losses arising from disposal of property, plant and equipment are determined by comparing the proceeds and the carrying amounts and are recognised in other operating income or expenses. In the current year there were no significant changes.

 

Right-of-use assets are amortized over the estimated length of the lease contract. The detailed information regarding the presentation of right-of-use assets is described in note 22.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

As at 01.01.2021

Buildings

Computers and office equipment

Automated Parcel Machines

Other fixed assets

Assets under construction

Total

 

Cost

167,717

172,569

-

788

5,414

346,488

 

Accumulated depreciation

(101,486)

(93,675)

-

(507)

-

(195,668)

 

Net book amount

66,231

78,894

-

281

5,414

150,820

 

 

 

 

 

 

 

 

 

Year ended 31.12.2021

 

 

 

 

 

 

 

Opening net book amount

66,231

78,894

-

281

5,414

150,820

 

Additions

143,221

82,787

70,123

600

69,602

366,333

 

Additions due to business combinations

727

-

-

263

-

990

 

Disposals - gross book value

-

(9,040)

(58)

(13)

-

(9,111)

 

Transfer from assets under construction

2,361

473

-

-

(2,834)

-

 

Modification of lease contract

11,308

-

-

-

-

11,308

 

Depreciation charge

(38,353)

(45,109)

(1,649)

(260)

-

(85,371)

 

Depreciation of disposals

-

8,829

-

11

-

8,840

 

Reclassification - gross amount

348

-

-

-

(348)

-

 

Closing net book amount

185,843

116,834

68,416

882

71,834

443,809

 

 

 

 

 

 

 

 

 

As at 31.12.2021

 

 

 

 

 

 

 

Cost

325,334

246,788

70,065

1,638

72,182

716,007

 

Accumulated depreciation

(139,491)

(129,954)

(1,649)

(756)

(348)

(272,198)

 

Net book amount

185,843

116,834

68,416

882

71,834

443,809

 

 

 

 

 

 

 

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 01.01.2020

Buildings

Computers and office equipment

Automated Parcel Machines

Other fixed assets

Assets under construction

Total

 

Cost

158,671

126,947

-

673

388

286,679

 

Accumulated depreciation

(73,418)

(65,228)

-

(324)

-

(138,970)

 

Net book amount

85,253

61,719

-

349

388

147,709

 

 

 

 

 

 

 

 

 

Year ended 31.12.2020

 

 

 

 

 

 

 

Opening net book amount

85,253

61,719

-

349

388

147,709

 

Additions

9,101

52,690

-

115

5,101

67,007

 

Disposals - gross book value

(137)

(7,162)

-

-

-

(7,299)

 

Transfer from assets under construction

-

75

-

-

(75)

-

 

Impairment loss

82

20

-

-

-

102

 

Depreciation charge

(27,927)

(35,464)

-

(183)

-

(63,574)

 

Depreciation of disposals

41

6,834

-

-

-

6,875

 

Reclassification - gross amount

(370)

370

-

-

-

-

 

Reclassification - depreciation

188

(188)

-

-

-

-

 

Closing net book amount

66,231

78,894

-

281

5,414

150,820

 

 

As at 31.12.2020

 

 

 

 

 

 

 

Cost or fair value

167,717

172,569

-

788

5,414

346,488

 

Accumulated depreciation

(101,486)

(93,675)

-

(507)

-

(195,668)

 

Net book amount

66,231

78,894

-

281

5,414

150,820

 

 

In 2021 the Group launched the new initiative aiming to improve the delivery experience provided to its customers and started building its own network of automated parcel machines (further referred as “lockers”, “APM”).

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

15. INVENTORY

The value of the Group’s inventory was as follows:

 

 

31.12.2021

31.12.2020

Goods

49,495

31,146

Materials

157

-

Allowance for slow-moving goods

(5,657)

(6,527)

Total

43,995

24,619

 

15.1 Assigning costs to inventories

The goods are purchased for resale by its own proprietary store via marketplace on the Platform (see revenue recognition policy in note 9.1).

Goods and materials are stated at the lower of cost and net realisable value. Inventories are determined using the first in, first out (FIFO) method. Cost of purchased inventory is determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

 

15.2 Amounts recognised in profit or loss

In the current reporting period the Group has reversed the inventories’ write-downs in the amount of PLN 870. In 2020, write-downs of inventories to net realisable value amounted to PLN 1,718 of cost.

Write-downs are charged to costs of goods sold in the statement of comprehensive income.

16. TRADE AND OTHER RECEIVABLES

The value of the Group’s trade and other receivables was as follows:

 

31.12.2021

31.12.2020

Trade receivables, gross

847,924

658,197

Impairment of trade receivables

(95,461)

(60,114)

Trade receivables, net

752,463

598,083

Other receivables

52,561

42,249

VAT receivables

13,804

6,077

Total

818,828

646,409

 

1

1

The Group’s receivables comprise amounts due from companies and individuals and their concentration level is low. The Group does not have significant trade receivables in foreign currencies.

 

16.1 Classification as trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of the Group’s business. They are generally due for settlement within 14 days. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest rate method. Details about the Group's impairment policies and the calculation of the loss allowance are provided in note 31.2 Credit risk.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

16.2 Classification as other receivables

These amounts generally arise from transactions outside the usual operating activities of the Group(relate mainly to receivables due from payment operators). Interest may be charged at commercial rates where terms of repayment exceed six months.

 

16.3 Fair value of trade and other receivables

Due to the short-term nature of current receivables, their fair value is considered to be the same as their carrying amount.

 

16.4 Impairment and risk exposure

Information about impairment and the exposure to credit risk and interest rate risk is disclosed in note 31. Receivables outstanding as at the balance sheet date were subject to impairment provisions, in accordance with the Group’s accounting policy. The receivables impairment allowance was recognized as part of the bad debt provision expense in the statement of comprehensive income. In comparison to the previous year, the impairment provision increased by PLN 35,348 for the year ended 31 December 2021 and by PLN 19,627 for the year ended 31 December 2020.

 

17.PREPAYMENTS

The value of the Group’s prepayments was as follows:

 

31.12.2021

31.12.2020

Property, plant and equipment

11,258

-

Long term prepayments

11,258

-

 

 

 

Licenses

19,540

12,460

Insurance

14,158

11,539

Technical support

6,104

5,903

Delivery Services

6,713

4,097

Other

7,553

2,497

Short term prepayments

54,068

36,496

 

 

 

Total prepayments

65,326

36,496

Prepayments are made when the entity incurs costs before the period to which they relate. Prepayments are determined at the amount of costs attributable to subsequent reporting periods.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

18. CONSUMER LOANS

Consumer loans represent loans granted to Polish buyers on the Allegro.pl platform. Loans are granted for 30 days without interest or as instalment loans for between 5 and 20 months with a fixed interest rate. The interest rate increased from 7.20% to 10.50% in December 2021. Furthermore, Smart! users may take 3-month instalment loans with zero interest.

All loans are granted on the territory of Poland in Polish zloty (PLN).

The value of Consumer loans granted as at 31 December 2021 and 31 December 2020 by maturity was as follows:

 

31.12.2021

31.12.2020

Consumer loans - long term

15,622

4,728

Consumer loans - short term

343,163

47,244

Total

358,785

51,972

The net value of Consumer loans by duration at the time of granting, as at 31 December 2021 and 31 December 2020 is presented below:

 

31.12.2021

31.12.2020

30 days

119,522

8,956

3 months

89,615

17,278

5 months

26,387

4,326

10 months

57,852

9,535

20 months

65,409

11,877

Total

358,785

51,972

 

 

1

 

18.1 Gross carrying amount and loss allowance

The Gross carrying amount is the amortised cost of a Consumer loans before adjusting for expected credit loss allowance. The loss allowance relates to the expected credit losses under IFRS 9.

Loans are categorised into three stages based on the associated risk, where stage 3 reflects the highest risk. A description of the stages is included in note 27.

The table below shows the gross carrying amount (equal to maximum exposure to credit risk) and expected credit losses in each stage at 31 December 2021 and 31 December 2020.

 

As at 01.01.2021

Stage 1

Stage 2

Stage 3

TOTAL

 

Consumer loans, gross

53,073

28

1

53,102

 

Expected credit losses

(1,126)

(3)

(1)

(1,130)

 

Consumer loans as at 01.01.2021

51,947

25

-

51,972

 

 

 

 

 

 

 

As at 31.12.2021

 

 

 

 

 

Opening balance

53,073

28

1

53,102

1

New consumer loans originated

1,993,078

-

-

1,993,078

1

Transfer to stage 1

838

(805)

(33)

-

1

Transfer to stage 2

(7,054)

7,083

(29)

-

 

Transfer to stage 3

(6)

(2,586)

2,592

-

 

Consumer loans derecognized (partially repaid & other changes)

(338,050)

(318)

18

(338,350)

 

Consumer loans derecognized (fully repaid)

(1,159,521)

(1,463)

(204)

(1,161,188)

1

Consumer loans derecognized (sold)

(181,541)

-

-

(181,541)

 

Consumer loans, gross

360,816

1,939

2,345

365,101

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Opening balance

(1,126)

(3)

(1)

(1,130)

 

New consumer loans originated

(13,839)

-

-

(13,839)

 

Changes due to changes in credit risk

3,797

(2,496)

(848)

453

 

Transfer to stage 1

(100)

98

2

-

 

Transfer to stage 2

1,054

(1,073)

21

-

1

Transfer to stage 3

-

1,646

(1,646)

-

 

Consumer loans derecognized (repaid)

6,375

723

197

7,295

 

Consumer loans derecognized (sold)

904

-

-

904

 

Expected credit losses

(2,935)

(1,105)

(2,275)

(6,316)

 

Consumer loans as at 31.12.2021

357,881

834

70

358,785

 

0.01

 

 

 

 

 

As at 31.12.2021

 

 

 

 

 

Consumer loans, gross

360,816

1,939

2,345

365,101

 

Expected credit losses

(2,935)

(1,105)

(2,275)

(6,316)

 

Consumer loans as at 31.12.2021

357,881

834

70

358,785

 

 

 

 

 

 

 

As at 01.01.2020

Stage 1

Stage 2

Stage 3

TOTAL

 

Consumer loans, gross

-

-

-

-

 

Expected credit losses

-

-

-

-

 

Consumer loans as at 01.01.2020

-

-

-

-

 

 

 

 

 

 

 

As at 31.12.2020

 

 

 

 

 

New consumer loans originated

76,017

-

-

76,017

 

Transfer to stage 1

2

(2)

-

-

 

Transfer to stage 2

(33)

33

-

-

 

Transfer to stage 3

-

(1)

1

-

 

Consumer loans derecognized (repaid)

(22,913)

(2)

-

(22,915)

 

Consumer loans, gross

53,073

28

1

53,102

 

New consumer loans originated

(1,520)

-

-

(1,520)

 

Changes due to changes in credit risk

394

(3)

(1)

390

 

Expected credit losses

(1,126)

(3)

(1)

(1,130)

 

Consumer loans as at 31.12.2020

51,947

25

-

51,972

 

0.01

 

 

 

 

 

As at 31.12.2020

 

 

 

 

 

Consumer loans, gross

53,073

28

1

53,102

 

Expected credit losses

(1,126)

(3)

(1)

(1,130)

 

Consumer loans as at 31.12.2020

51,947

25

-

51,972

 

 

In the third quarter of 2021 the Group entered into a consumer loans sale agreement with Aion Bank, under which the first transaction was executed in December. In the effect the risk, rewards and control were transferred to the financing partner with the relevant consumer loans being derecognized. The Group received PLN 182,271 of cash with the net gain on the transaction amounting to PLN 653.

The changes in the credit risk might result in the relevant stage reclassification. The movement of loss allowance driven by such events is presented in the “Changes due to changes in credit risk” line.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

18.2 Classification as consumer loans

The loans are initially recognized at fair value.

The Group classifies financial assets into the following categories:

measured at amortized cost for “held to collect” cash flows model, in which financial assets originated or acquired are held to maturity in order to collect contractual cash flows where those cash flows represent solely payments of principal and interest (“SPPI”);

measured at fair value through other comprehensive income for “held to collect and sell” cash flows model, in which financial assets originated or acquired are held to maturity in order to collect contractual cash flows,where those cash flows represent solely payments of principal and interest (“SPPI”), but they may also be sold;

measured at fair value through profit or loss for other than the “held to collect” or the “held to collect and sell” cash flows model.

Consumer loans are stated at amortised cost, net of allowances and calculated in accordance with the Group’s accounting policies. Allowances are made based upon several factors including, but not limited to, historical experience and the current aging of loans.

The Group closely monitors credit quality for all consumer loans on a recurring basis. The Group implemented an internally developed risk model to help predict the buyers’ repayment ability in order to properly determine the expected credit losses.

18.3 Impairment and risk exposure

Consumer loans outstanding as at the balance sheet date were subject to impairment allowances. The impairment policy is described in note 31. The expected credit loss allowance was recognized as part of the Impairment losses in the statement of comprehensive income.

All loans are denominated in Polish zloty, there is no exposure to foreign currency risk. There is also no exposure to price risk as the loans are expected to be held to maturity.

More information about impairment and the exposure to credit risk and interest rate risk is disclosed in note 31.

19. CASH AND CASH EQUIVALENTS

 

At the balance sheet date Cash and cash equivalents comprised:

 

 

31.12.2021

31.12.2020

Cash at bank

364,441

643,238

Bank deposits

1,528,506

502,535

Cash equivalents

64,294

39,287

Total

1,957,241

1,185,060

 

19.1 Classification as cash at bank

Cash at bank comprises cash on demand allocated in banks.

 

19.2 Classification as bank deposits

Bank deposits are deposits paying interests at fixed negotiated rates with maturity of three months or less from the date of placing the deposit and are repayable within 24 hours’ notice. The Group deposits its cash solely in financial institutions with the rating BBB and above.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

19.3 Classification as cash equivalents

Cash equivalents comprise payments in transit made by the Group’s customers via electronic payment channels.

 

 

20. RESTRICTED CASH

As at 31 December 2021 Employee Benefit Trust was holding PLN 14 240 cash that may only be utilized for the benefit of employees, including through the settlement of incentive programs and was not freely available to the Group. As at 31 December 2020 the Group had no restricted cash.

 

21. BORROWINGS

At the balance sheet date borrowings comprised:

 

 

31.12.2021

31.12.2020

Loans

5,362,982

5,437,223

Long term borrowings

5,362,982

5,437,223

 

 

 

Loans

3,316

577

Short term borrowings

3,316

577

 

 

 

Total borrowings

5,366,298

5,437,800

 

On 28 September 2020 the Board of Directors resolved to refinance the Group’s existing Total Credit Facilities. On 29 September 2020 the Group entered into a new loan agreement (‘New Facilities Agreement’) providing commitments for a PLN 5,500,000 senior secured term loan facility (the ‘New Senior Facility’) and PLN 500,000 (equivalent) multi-currency revolving credit facility (‘New RCF’ and together with the New Senior Facility, the ‘New Facilities’).

On 14 October 2020 the Group completed its refinancing transaction by drawing the full amount of borrowings under the New Facilities Agreement, receiving a net amount of PLN 5,440,000 after deduction of PLN 60,000 arrangement fees and expenses and, together with Allegro.eu utilizing its net proceeds from the initial public offering of the Company’s shares, applied the available funds to the repayment and discharge in full of all indebtedness outstanding under the existing Total Credit Facilities in the amount of PLN 6,151,732 (refer to note 29).

The transaction was accounted for as derecognition of the existing borrowings. The new debt was recognized at fair value. Immediately before the derecognition of the pre-existing borrowing, the carrying value of the existing borrowing facilities at amortized cost increased by PLN 143,378 and an equivalent amount of deferred borrowings cost was recognized as non-cash financial expense. The total loss on refinancing amounted to PLN 143,378 (refer to note 29).

The repayment of the Second Lien Facility before the termination due date triggered an additional PLN 26,000 of early repayment charges.

The maturity date for the New Facilities Agreement and for the New RCF is October 2025. There are no repayments due on the New Senior Facility before the final due date on 14 October 2025. As a result of the refinancing transaction, the balance of outstanding bank borrowings was reduced by PLN 651,732 from PLN 6,151,732 to PLN 5,500,000 (in nominal amounts).

The New Facilities Agreement initially bears interest at a rate per annum equal to WIBOR or EURIBOR, as applicable at the Credit Facility Borrower’s option for the New RCF (in each case subject to a zero

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

floor) and an initial margin of 2.25% per annum, in relation to New Senior Facility and of 1.80% per annum, in relation to the New RCF.

On 5 August 2021, as a result of improved leverage ratio, the Group lowered the margin of its borrowings, in line with the facility agreement. As a result, the carrying value of the existing borrowings valued at amortized cost decreased by PLN 105,928.

On 9 December 2021 the Group signed the Additional Facility in amount of PLN 1,000,000. The Additional Facility has a 12 months availability period with a 6 months utilization period. As at 31 December 2021 it was not yet utilized.

The borrowings are measured at amortized cost using the effective interest rate. Borrowing origination fees incurred in relation to the loans are included in the calculation of the effective interest rate.

The periodic re-estimations of the cash flows arising from the changes in the floating interest rates (WIBOR) are accounted through altering the effective interest rate of the loan. The changes to estimated cash flows coming from prepayments or changes in the loan margin are accounted through recalculation of the amortised cost, and the adjustments are recognized in profit or loss as financial income or financial cost. As at 31 December 2021 the average effective interest rate is 1.99%,and as at 31 December 2020 was 2.47%.

The repayment term for the New Facilities is 2025, and the schedule of loan amortization is as follows:

 

Less than 3 months

From 3 to 12 months

From 1 to 5 years

More than 5 years

Total

3,316

-

5,362,982

-

5,366,298

1.00

1

1

1

1

 

As of the balance sheet date there were four swap agreements conducted (31 December 2020: three swap agreement). The purpose of interest rate hedging in the Group is to limit the part of interest cash flow exposed to interest rate fluctuations. (see note 31.1)

Following the refinancing, the Group changed the settlement dates of the New RCF which do not fall at the end of each quarter anymore.

The fair values of borrowings are not materially different to their carrying amounts, since the interest payable on those borrowings is close to current market rates (contractual rates reflects current market rates of interests applicable to such terms of similar instruments).

 

21.1 Accounting policies

Borrowings are initially recognised at fair value net of transaction costs incurred. After the initial recognition, borrowings are stated at amortised cost under the effective interest rate method. Any difference between the amount received (net off transaction costs) and the redemption value is recognised in profit and loss statement over the period of the respective agreements, using the effective interest rate method. Borrowings due within one year are classified as short-term. Otherwise, they are presented as long-term items.

 

21.2 Compliance with loan covenants

Under the Senior Term and Revolving Facilities Agreement, the Group was obliged to maintain certain financial ratios defined as Consolidated Senior Net Debt and Consolidated Senior Secured Net Debt at levels no higher than indicated in the agreements.

 

Due to the refinancing, Adinan Midco, a member of the Group signed the New Senior Facilities Agreement on 29 September 2020. Based on this agreement, the Group shall ensure Total Net

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Leverage in respect of any Relevant Period ending on a test date on or after, shall not exceed a ratio indicated in the Agreement (see note 32).

Allegro.eu Group complied with the financial covenants of its borrowing facilities during the 2021 and 2020 reporting periods and after the balance sheet date until the date of authorization of these Consolidated Financial Statements for the issue. See note 32 for details.

 

21.3 Risk exposure

Details of the Group's exposure to risks arising from current and non-current borrowings are set out in note 31.



22. LEASES

22.1 Amounts recognised in the statement of comprehensive income

The carrying amount of right-of-use assets is amortised using the straight-line method. The Group depreciates the right to use the assets from the commencement of the lease agreement to the earlier of end of the lease term or the end of the useful life. The estimated useful lives of right-of-use asset are as follow:

 

Leased Buildings1-9 years

Leased Computers and office equipment3-4 years

Leased Motor vehicles1-3 years

Leased Land5 years

 

 

Expenses incurred on leases recognised in the statement of income comprised:

 

31.12.2021

31.12.2020

Depreciation and amortisation

(39,570)

(25,493)

Interest expenses

(4,982)

(3,028)

Short-term leases expenses

(168)

(152)

Total

(44,720)

(28,673)

22.2 Amounts recognised in the statement of financial position

Changes in right-of-use assets during the financial year:

As at 01.01.2021

Leased Buildings

Leased Computers and office equipment

Leased Motor vehicles

Leased Lands

Total

Cost

161,883

1,501

304

-

163,688

Accumulated depreciation

(99,673)

(1,461)

(172)

-

(101,306)

Net book amount

62,210

40

132

-

62,382

 

 

 

 

 

 

As at 31.12.2021

 

 

 

 

 

Opening net book amount

62,210

40

132

-

62,382

Additions - new leases

151,942

19,053

-

28,260

199,255

Lease Incentives

(23,081)

-

-

-

(23,081)

Disposals

-

(725)

-

-

(725)

Modification of lease contract

11,656

-

-

-

11,656

Depreciation charge

(35,174)

(2,809)

(78)

(1,509)

(39,570)

Closing net book amount

167,553

15,559

54

26,751

209,917

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 31.12.2021

Leased

Buildings

Leased

Computers and office equipment

Leased Motor

vehicles

Leased Lands

Total

Cost

302,400

19,829

304

28,260

350,793

Accumulated depreciation

(134,847)

(4,270)

(250)

(1,509)

(140,876)

Net book amount

167,553

15,559

54

26,751

209,917

 

 

 

 

 

 

Cost

152,489

1,402

189

-

154,080

Accumulated depreciation

(74,586)

(1,154)

(73)

-

(75,813)

Net book amount

77,903

248

116

-

78,267

 

 

 

 

 

 

As at 31.12.2020

 

 

 

 

 

Opening net book amount

77,903

248

116

-

78,267

Additions - new leases

8,452

99

115

-

8,666

Modification of lease contract

942

-

-

-

942

Depreciation charge

(25,087)

(307)

(99)

-

(25,493)

Closing net book amount

62,210

40

132

-

62,383

 

 

 

 

 

 

As at 31.12.2020

 

 

 

 

 

Cost

161,883

1,501

304

-

163,689

Accumulated depreciation

(99,673)

(1,461)

(172)

-

(101,306)

Net book amount

62,210

40

132

-

62,383

The right-of-use assets are part of property, plant and equipment in the statement of financial position.

Changes in lease liabilities during the financial year:

As at 31.12.2021

 

Opening lease value

73,266

Modification

11,656

Lease payments

(31,062)

Additions - new leases

199,255

Disposals

(725)

Interest expense

4,982

Interest payment

(4,982)

Currency valuation

(659)

Other

(589)

Lease liabilities

251,142

 

 

As at 31.12.2020

 

Opening lease value

85,538

Modification

942

Lease payments

(26,101)

Additions - new leases

8,666

Interest expense

3,028

Interest payment

(3,028)

Currency valuation

4,221

Lease liabilities

73,266

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

22.3 Amounts recognised in the statement of cash flow related to leases

The total cash outflow was PLN 36,044 in 2021, and PLN 29,129 in 2020.

 

22.4 The Group’s leasing activities and their accounting treatment

The Group leases various properties and equipment. Rental contracts are typically made for fixed periods of 1 to 9 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as right-of-use assets together with a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and financial cost. The carrying amount of liability is remeasured to reflect any reassessment, lease modification or revised in-substance fixed payments. The lease term is a non-cancellable period of a lease; periods covered by options to extend and terminate the lease are only included in the lease term if it is certain that the lease will be extended or will not be terminated. The financial cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

fixed payments,

variable lease payment that are based on an index or a rate,

amounts expected to be payable by the lessee under residual value guarantees,

the exercise price of a purchase option if the lessee is reasonably certain to exercise that option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group’s incremental borrowing rate.

Right-of-use assets are measured at cost comprising the following:

the amount of the initial measurement of lease liability,

any lease payments made at or before the commencement date less any lease incentives received,

any initial direct costs, and

restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

 

22.5 Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

In determining the lease term, the Group considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The extension options for the right-of-use assets have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption and because it is not reasonably certain that the leases will be extended.

The lease term is reassessed if an option is actually exercised or the Group becomes obliged to exercise it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.

22.6 Lease contracts concluded for indefinite period

The vast majority of the Group lease contracts are concluded for a definite period of time. However, the portion of the contracts for the lease of the land designated for deployment of APM was concluded for the indefinite period of time, with the right to terminate the agreement without the significant financial penalty granted to both parties.

The Group considered the broader economic context of the lease contracts in determining the enforceable period of such leases. Those leased assets are important from the Group's perspective as they are an inherent part of the logistics operations. Moreover, it is expected that number of leased land locations will increase significantly in the upcoming periods, due to the further expansion of the Group’s logistics network, which creates the economic incentive not to terminate the existing lease agreements.

The Group considered all relevant facts and circumstances that create an economic incentive for both the lessee and lessor not to exercise an option to terminate early and decided to recognize these type of contracts on the 5 years basis, being a length no longer than the enforceable period and no shorter than non-cancelable period.

23. DEFERRED TAX

Deferred income tax is recognised in relation to temporary differences between the tax value of assets and liabilities and their carrying amount in the consolidated financial statements. However, no deferred tax is recognised if the tax arises as a result of initial recognition of goodwill or as a result of initial recognition of an asset or liability as part of a transaction other than a business combination, where initial recognition affects neither the accounting nor the taxable profit or loss at the time of the transaction. Deferred income tax is determined using the applicable legal or actual rates (and laws) as at the reporting period end date, which are expected to apply at the time of realisation of the relevant deferred tax assets or payment of deferred tax liabilities.

Deferred tax assets are recognized also for unused tax losses and are recognized only when it is probable that taxable income will be generated in the future, which will allow the temporary differences or tax credits to be utilised on the same type of tax.

Deferred income tax assets and liabilities are presented net when there is a legally enforceable right to offset current tax receivables against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same tax authority on the same taxable entity.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

23.1 Deferred tax assets

The deferred tax assets at the balance sheet date comprised temporary differences attributable to:

 

 

31.12.2021

31.12.2020

Accrued expenses

87,826

54,959

Liabilities to employees

24,216

32,469

Cash flow hedges

2,396

-

Impairment of trade receivables

14,539

9,285

Other items

20,941

13,220

Total deferred tax assets

149,918

109,933

 

 

 

Deferred tax assets pursuant to set-off rules

(145,339)

(109,652)

Net deferred tax assets

4,579

281

 

 

 

 

 

Accrued expenses

Liabilities to employees

Other

Offsetting

Total

As at 01.01.2021

54,959

32,468

22,507

(109,652)

281

Recognized on a business combination

-

-

292

-

292

(Charged)/credited to profit or loss

32,867

(8,252)

12,477

(35,687)

1,405

(Charged)/credited to OCI

-

-

2,601

-

2,601

As at 31.12.2021

87,826

24,215

37,876

(145,339)

4,579

 

 

 

 

 

 

As at 01.01.2020

28,445

14,817

25,451

(59,001)

9,712

(Charged)/credited to profit or loss

26,514

17,651

4,207

(50,651)

(2,279)

(Charged)/credited to OCI

-

-

(7,152)

-

(7,152)

As at 31.12.2020

54,959

32,468

22,507

(109,652)

281

 

 

In 2021 the Group recognized PLN 2,396 of deferred tax asset on contingent forward contract and PLN 54,119 of deferred tax liabilities on interest rate swap (‘IRS’) contracts. In 2020 no deferred tax asset has been recognized in respect of unrecognized losses on cash flow hedge contracts as the subsidiary where such contracts are recorded is considered unlikely to generatesufficient profit to recover these losses in the future.

In 2021 Allegro Pay recognized a deferred tax asset on a tax loss from previous years at PLN 2,834. Based on the performed analysis, the entity concluded that future taxable income will utilize the tax loss in full.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

23.2 Deferred tax liabilities

The deferred tax liabilities at the balance sheet date comprised temporary differences attributable to:

 

 

31.12.2021

31.12.2020

Intangible assets (business combination fair value adjustment)

652,923

665,658

Cash flow hedge

54,119

-

Loan valuation

18,407

6,080

Property, plant and equipment

9,075

5,237

Other items

19,613

11,755

Total deferred tax liabilities

754,137

688,730

 

 

 

Deferred tax liabilities pursuant to set-off of rules

(145,340)

(109,652)

Net deferred tax liabilities

608,797

579,078

 

 

 

Recognition of

intangible

assets in business combination

Loan valuation, Property, plant and equipment and other items

Offsetting

Total

As at 01.01.2021

665,658

23,072

(109,652)

579,078

Recognized on a business combination

19

-

-

19

Charge/(credited) to profit or loss

(12,754)

24,023

(35,688)

(24,419)

Charge/(credited) to OCI

-

54,119

-

54,119

As at 31.12.2021

652,923

101,214

(145,340)

608,797

 

 

 

 

 

As at 01.01.2020

687,760

14,749

(59,001)

643,508

Recognized on a business combination

687

-

-

687

Charge/(credited) to profit or loss

(22,789)

8,323

(50,651)

(65,117)

As at 31.12.2020

665,658

23,072

(109,652)

579,078

 

23.3 Deferred income tax

The deferred income tax calculation is based on the Group’s best estimates. The Group intends to continue to analyse the Group’s deferred income tax positions at each future balance sheet date.

The schedule of deferred income tax assets and liabilities is presented as follows:

 

31.12.2021

31.12.2020

Deferred tax assets

149,919

109,933

- long-term

14,403

13,525

- short-term

135,516

96,408

Offsetting

(145,340)

(109,652)

Total

4,579

281

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Deferred tax liability

754,137

688,730

- long-term

666,586

610,240

- short-term

87,551

78,490

Offsetting

(145,340)

(109,652)

Total

608,797

579,078

 

24. LIABILITIES TO EMPLOYEES

 

The Group makes the following payments to employees that may result in liabilities to employees at the balance sheet date:

short-term liabilities to employees;

opayroll and social security contributions (except retirement and disability pension insurance);

opaid absences;

oincentive bonuses, cash rewards;

ofringe benefits;

post-employment benefits:

oretirement and disability pension contributions;

oretirement severance pays.

 

Short-term liabilities to employees

Accounting for short-term liabilities to employees does not require making actuarial assumptions to determine the obligation or the cost and there is no possibility of any actuarial gain or loss. Moreover, short-term liabilities to employees are measured on an undiscounted basis.

When an employee has rendered service to the Group during the accounting period, the Group recognizes the estimated undiscounted amount of short-term benefits to be paid in exchange for that service as a liability, after deducting any amounts already paid, and expenses.

Short-term liabilities to employees in the form of bonus payments are recognized when the following requirements are satisfied:

the Group has a legal or constructive obligation to make such payments as a result of past events; and

a reliable estimate of the obligation can be made.

For benefits in the form of compensated absences, liabilities to employees are recognized for accumulating compensated absences (e.g. unused holiday leaves) when service is rendered that increases the entitlement to future compensated absences. In the case of non-accumulating compensated absences (e.g. sick leaves), benefits are recognized when the absences occur.

Liabilities to employees in the form of compensated absences or bonus payments fall outside the definition of provisions under the IFRS and are presented as current liabilities in the statement of financial position under the trade and other liabilities item.

 

Defined contribution plan – ZUS (retirement and disability pension contributions)

In compliance with the applicable laws in effect, the Group pays retirement and disability pension contributions determined by the gross salary for each employed employee to the Social Insurance Institution (ZUS) (“State plan”). The Group is required to pay contributions as they fall due only for the period of the employee’s employment. The Group has no legal or constructive obligation to pay future benefits. If the Group ceases to employ members of the State plan, it has no obligation to pay the

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

benefits earned by its own employees in previous years. For this reason, the State plan is a defined contribution plan.

The Group’s obligation under those plans for each period is determined by the amounts to be contributed for the year. Under IAS 19, no actuarial assumptions are required to measure the obligation or the cost and there is no possibility of any actuarial gain or loss. Moreover, the obligations are measured on an undiscounted basis, except where they do not fall due wholly within a year after the end of the period in which employees render the related service.

When an employee has rendered service to the Group during the period, the Group recognizes the contribution payable to the defined contribution plan in exchange for that service as a liability, after deducting any amounts already paid, and an expense.

 

Defined benefit plan – retirement and disability severance payments

The Group’s employees or their designated beneficiaries are entitled to retirement and disability severance payments. Retirement and disability severance payments are one-off payments made upon retirement or early retirement due to disability. In accordance with IAS 19 such severance payments are a defined benefit plan.

The present value of the aforesaid obligations is calculated by an independent actuary at each reporting period end date. The resulting obligation is equal to discounted payments to be made in the future taking into account the staff turnover and refers to the period remaining until the reporting period end date. The Group does not fund this plan therefore there are no existing plan assets.

The Group rocognises actuarial gains/losses through other comprehensive income.

 

Employee capital plans

Employee Capital Plans (“Pracownicze Plany Kapitałowe”, “PPK”) were introduced by new legislation from 1 January 2019, pursuant to which employers are under the obligation to introduce Employee capital plans in their organization. Employee Capital Plans constitute a new form of saving under the pension system. The basic contribution financed by the employee amounts to 2 per cent of gross salary. In turn, the employer shall pay a contribution in the amount of 1.5 per cent of the employee’s obligatory contribution, extendable by up to a 2.5% of the voluntary contribution calculated on the basis of the salary. Obligations only apply to those employees who did not opt out of PPK. The liability related to employee capital plans as at 31 December 2021 equaled PLN 1,238, as at 31 December 2020 equaled PLN 1,048 and is included in trade and other liabilities.

 

Long-Term Incentive Program

The Long-Term Incentive Program (“LTI”) was a form of recognition bonus granted to key directors and managers within the Group. The bonus was earned over time and to be paid once, with its value based on both the Group’s financial performance and the participant’s personal performance, however not earlier than June 2021 or until the Group’s Major Shareholders have exited their investment in the Group or the Group has been listed on a stock exchange. A provision for LTI liabilities was created proportionately to the passage of time and disclosed in the consolidated financial statements under liabilities to employees. Following the Group’s IPO in October 2020, the LTI bonus fully vested and was paid out in full to participants in June 2021. The LTI is now discontinued.

 

Share base payment

Share-based payment transactions are treated in accordance with IFRS 2. The standard encompasses all arrangements where an entity purchases goods and services in exchange for issue of an entity’s equity instruments, or cash payments based on the fair value of the entity’s equity instruments, unless

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

the transaction is clearly for a purpose other than payment for goods and services supplied to the entity receiving them. In accordance with IFRS 2, the Allegro.eu Group distinguishes between equity settled and cash settled plans. The financial benefit from equity settled plans granted on grant date is allocated over the expected vesting period against equity starting from service commencement date which could be earlier than the grant date. For equity settled share based payments, the value of the awards is fixed at the grant date and is remeasured from the service commencement date until the grant date is reached. The service vesting condition and non-market performance conditions are reflected in the calculation of the number of awards that will vest. Expenses from cash-settled plans are also allocated over the expected vesting period, but against a liability. A description of the existing equity-settled Allegro Incentive Plan and completed Management Investment Plan can be found in note 28.3.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

24.1 Movements in liabilities to employees

The movements in liabilities to employees is presented below:

 

 

01.01.2020

Charged

Reversed

Utilised

31.12.2020

Charged

Reversed

Utilised

31.12.2021

Employee Incentive program (LTI)

19,111

5,752

(24,863)

-

-

2,073

-

-

2,073

Provision for pensions and disability pensions

3,451

1,919

-

-

5,370

2,326

-

 

7,696

Long-term liabilities to employees

22,562

7,671

(24,863)

-

5,370

4,399

-

-

9,769

Bonus provision

47,628

120,389

(4,809)

(59,708)

103,499

97,232

 

(122,648)

78,083

Employee Incentive program (LTI)

-

24,863

-

-

24,863

 

 

(24,863)

-

Unused holiday provision

11,428

12,515

-

(4,982)

18,960

19,448

-

(13,804)

24,605

Provision for pensions and disability pensions

31

17

-

-

48

25

 

 

73

Other

528

1,031

-

-

1,559

 

(712)

 

847

Short-term liabilities to employees

59,615

158,814

(4,809)

(64,690)

148,928

116,705

(712)

(161,315)

103,608

Total

82,177

166,486

(29,672)

(64,690)

154,298

121,104

(712)

(161,315)

113,377

 

 

 

 

 

 

1

1

1

1

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

25. TRADE AND OTHER LIABILITIES

Trade and Other Liabilities at the balance sheet date comprised:

 

Note

31.12.2021

31.12.2020

Trade payables

 

581,469

342,861

Contract and refund liabilities

9.3/9.4

157,649

115,399

VAT payables

 

81,454

73,448

Purchase of non-financial assets

 

39,116

2,475

Social insurance and other tax liabilities

 

19,976

13,695

Other liabilities

 

24,091

9,751

Total

903,755

557,629

Trade liabilities are usually paid within 30 days of recognition. The fair value of trade and other liabilities are considered to be the same as their carrying amount due to their short-term nature.

25.1 Classification as trade liabilities

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually payable within 30 days of recognition. Trade and other liabilities are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

 

26. DERIVATIVE FINANCIAL INSTRUMENTS

The Group decided to exclude derivative financial instruments from other financial assets and liabilities and present them as a separate line in the Statement of Financial Position.

Derivative financial instruments designated as hedging instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their current fair value. Derivatives are only used by the Group for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss.

The effectiveness of all outstanding cash flow hedges were tested and found to be 100% effective. Therefore, all changes were recognized in Other Comprehensive Income.

 

Interest Rate Swaps

In connection with its outstanding Senior debt facilities, which are subject to floating interest rates, the Group has entered into the following Interest Rate Swap contracts to fix a portion of its interest rate risk exposure, which were still open at 31 December 2021 and at 31 December 2020:

 

As at 31.12.2021

 

 

 

 

Origination date

Start Date

End Date

Notional

Swap Rate

30.11.2020

31.12.2020

30.06.2022

2,041,000

Wibor 3M fixed rate - 2.3050%

16.12.2020

30.06.2022

28.06.2024

750,000

Wibor 3M fixed rate - 0.7075%

18.12.2020

31.12.2020

30.06.2022

862,000

Wibor 3M fixed rate - 1.6150%

22.12.2020

30.06.2022

28.06.2024

1,200,000

Wibor 3M fixed rate - 0.6225%

22.12.2020

30.06.2022

28.06.2024

800,000

Wibor 3M fixed rate - 0.6150%

02.11.2021

31.12.2021

30.06.2024

1,375,000

Wibor 3M fixed rate - 2.6720%

 

 

 

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 31.12.2020

 

 

 

 

Origination date

Start Date

End Date

Notional

Swap Rate

30.11.2020

31.12.2020

30.06.2022

2,156,750

Wibor 3M fixed rate - 2.3050%

16.12.2020

30.06.2022

28.06.2024

750,000

Wibor 3M fixed rate - 0.7075%

18.12.2020

31.12.2020

30.06.2022

919,116

Wibor 3M fixed rate - 1.6150%

22.12.2020

30.06.2022

28.06.2024

1,200,000

Wibor 3M fixed rate - 0.6225%

22.12.2020

30.06.2022

28.06.2024

800,000

Wibor 3M fixed rate - 0.6150%

 

In measuring the fair value of interest rate swaps, the Group uses the present value of future cash flow based on interest rate curves. At 31 December 2021, the Warsaw Interbank Offer Rate 3 Months (Wibor 3M) had increased by 233 bps in comparison with 31 December 2020, resulting in interest rate swap assets increasing significantly.

 

Contingent FX Forward

On 4 November 2021, Allegro.pl sp. z o.o. entered into a share purchase agreement regarding a potential acquisition of Mall Group a.s. capital group and logistics company WE|DO CZ s.r.o. Closing is expected to take place in 2022 after receipt of all necessary regulatory approvals. The acquisitions will be made for a combined of EUR 881,000 being a combination of cash and shares. As Allegro Group generates 100% of revenue streams in PLN, the cash component is subject to foreign exchange volatility in the months prior to closing of the acquisition.To mitigate this exposure, on 10 November the Group executed a Deal Contingent FX Forward. The notional amount of hedge of EUR 474,000 is equal to the cash component of the consideration. The maturity date of the contract falls on 31 March 2023. The Group applied cash flow hedge accounting to hedge the highly probable future transaction (acquisition of Mall Group a.s. and WE|DO CZ s.r.o.) with the Deal Contingent FX Forward (hedging instrument). If the transaction does not occur, the contract will expire unexercised without any fee.

 

 

31.12.2021

31.12.2020

Balance Sheet position

Interest Rate Swap

Contingent Forward

Interest Rate Swap

Contingent Forward

Derivative financial assets - long term

203,027

-

-

-

Derivative financial assets - short term

13,968

-

-

-

Derivative financial liabilities - long term

-

-

97,298

-

Derivative financial liabilities - short term

-

12,610

-

-

Total

216,995

12,610

97,298

-

 

Cash flow hedges

The Group adopted a cash flow hedge accounting policy to mitigate potential adverse impacts on the Group's financial performance of changes in interest rates (swap) and changes in the EUR/PLN exchange rates (contingent FX forward). The nominal amounts and the maturities of the hedging instruments are presented in the tables above.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized in the income statement.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

equity and is recognized in the income statement when the planned transaction occurs. When a planned transaction is no longer expected to occur, the cumulative gain or loss that was recognized in other comprehensive income is transferred to the income statement.

In respect to the contingent FX forward if the forecasted business combination transaction is not completed the cumulative gain or loss recognized in other comprehensive income is not a subject to the reclassification to profit and loss. This is considered by the Group to be improbable.

The fair values of interest rate swaps used for cash flow hedge are disclosed in this note. Movements of the reserve capital are disclosed in Consolidated Statement of Changes in Equity.

The fair value of a hedging derivative is classified as non-current assets or non-current liabilities if the remaining maturity of the hedged item is more than twelve months and as current assets or current liabilities, if the maturity of the hedged items is less than twelve months.

The fair values of the interest rate swaps are calculated by discounting the future cash flows of both the fixed rate and variable rate interest payments. The inputs used in determining the fair value fall within Level 2 of the fair value hierarchy (inputs observable for an asset or liability, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities). These inputs include fixed interest rate, discount rate and the yield curve.

The fair value of the contingent FX forward is calculated using the expected foreign exchange rates and the probability of completion of the business combination transaction on particular dates.

 

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates, maturities and notional amount, therefore there is a clear economic relationship between the hedged item (floating rate borrowings) and hedging instruments (IRS). The Group does not hedge 100% of its loans, therefore the hedged item is identified as a proportion of the outstanding loans up to the notional amount of the swaps. For each IRS separate hedging relationship is designated, with hedge ratio of 100%. Sources of ineffectiveness may include changes in credit risk of the counterparty or changes in timings of cash flows. As all critical terms matched during the year, the economic relationship was 100% effective.

In relation to the contingent FX forward the Group applies cash flow hedge accounting as there is a clear economic relationship between the hedged item (foreign currency payment) and hedging instrument, with hedge ratio of 100%. Hedge is highly effective, and sources of ineffectiveness may include changes in credit risk of the counterparty.

Carrying amount of IRS as at 31 December 2021 equals 216,995 and is presented as derivative financial asset, cash flow hedging reserve relating to interest rate cash flow hedges amounts to 156,423 and is presented net of deferred tax liability recognised in the amount of 54,118. Hedging gains recognised in OCI in 2021 amounted to 251,097 and equal the change in fair value of IRS so no hedge ineffectiveness was recognised.

Carrying amount of FX forward as at 31 December 2021 equals 12,610 and is presented as derivative financial liability. Cash flow hedging reserve relating to FX cash flow hedge amounts to 10,214 and is presented net of deferred tax asset recognised in the amount of 2,396. Hedging losses recognised in OCI in 2021 amounted to 10,214 and equal the change in fair value of IRS so no hedge ineffectiveness was recognised.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

A slight ineffectiveness in relation to the contingent FX forward, if any, may be caused by a change in the credit risk of Company or the bank counter party to the derivative

27. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Classification and measurement

In accordance with IFRS 9 the Group classifies financial assets as: measured at fair value and measured at amortized cost. The classification is made at the moment of initial recognition and depends on the business model for managing financial assets adopted by the Group and the characteristics of contractual cash flows from these instruments.

In 2021 and 2020 all financial assets and liabilities except for derivative instruments, were initially recognized at fair value including transaction costs and subsequently measured at amortised cost.

The Group applies hedge accounting and classifies those financial liabilities as cash flow hedges under IFRS 9.

The Group holds the following financial instruments:

 

Note

31.12.2021

31.12.2020

Financial assets at amortised cost

 

3,142,360

1,882,513

Consumer loans

18

358,785

51,972

Trade receivables and other receivables*

16

805,024

640,333

Cash and cash equivalents

19

1,957,241

1,185,060

Restricted cash

20

14,240

-

Investments

 

360

360

Other financial assets

 

6,710

4,788

Derivative financial instruments

 

216,995

-

Derivative financial instruments (cash flow hedge)

26

216,995

-

* excluding tax-related settlements

 

1

1

 

 

Note

31.12.2021

31.12.2020

Liabilities at amortised cost

 

6,323,707

5,920,493

Trade and other liabilities**

25

701,374

405,534

Borrowings

21

5,366,298

5,437,800

Lease liabilities (outside IFRS9 scope)

22

251,142

73,266

Liabilities related to business combination

 

4,893

3,893

Hedging derivatives

 

12,610

97,298

Derivative financial instruments (cash flow hedge)

26

12,610

97,298

** excluding deferred income and tax-related settlements

 

 

 

 

The amortised cost of a financial asset or financial liability is defined as the amount at which the financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and the transfer qualifies for derecognition. Financial asset transfer occurs when rights to cash flows are transferred or rights to cash flows are retained but the entity enters into so-called “pass-through arrangement” which meets the criteria as set

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

out in IFRS 9. Therefore, derecognition is not limited to the cases of transfer of rights to cash flows, but to the broader term of “financial asset transfer”.

The Group transfers a financial asset if it transfers the contractual rights to receive the cash flows of the financial asset, or if it retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flow of modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

 

 

 

Offsetting financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position only if the Group has a legally enforceable title to offset the recognized amounts and intends to settle on a net basis, or realise the asset and settle the liability simultaneously.

Impairment of financial assets

The Company's policy regarding the impairment of financial assets is in line with the requirements of IFRS 9, which requires estimation of the expected loss, regardless of whether or not there were any impairment indicators. The standard provides the 3-stage classification of financial assets in terms of their impairment:

the first stage, i.e. balances for which there has been no significant increase in credit risk since the initial recognition and for which the expected loss is determined based on the probability of default within 12 months;

second stage - balances for which there has been a significant increase in credit risk since the initial recognition and for which an expected loss is determined based on the probability of default throughout the entire loan period;

the third stage - the balance with the identified impairment.

For trade receivables the Group is using simplified model, described in note number 31.

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

NOTE TO THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

28. EQUITY

The amounts in this note are provided in PLN and not in thousand PLN.

Allegro.eu was established pursuant to the notarial deed drawn up on 5 May 2017. All shares were fully paid up by a contribution in kind evaluated at PLN 8,313,297,585 from which PLN 831,519,555 was allocated to the share capital of the Parent and PLN 7,481,778,030 was allocated to the share premium of the Parent. The capital was originally issued in EUR which also was the functional currency of the Parent company until end of September 2020.

The Group issued various classes of both, ordinary and preference shares. Subscriber Ordinary Shares gave a right to return at the level of 11% of the nominal value of the Subscriber Ordinary Shares issued by the Company which amount shall be paid once only. Distributions on A, B and C series of Ordinary Shares could only be made once Preference Shares and cumulative Preference Dividends had been fully paid off. B and C series shares were granted to key Management and selected other managers with a determined vesting period. The holders of the D1, D2, D3, and D4 Preference Shares were entitled to an annual cumulative dividend equal to on overall interest rate of 12.0% of the preference share amount being the nominal value and share premium of preference shares, respectively.

On 15 December 2017 the Shareholders resolved to proceed to distribute an aggregate amount of PLN 46,332,907 out of the D1, D2, D3 and D4 Preference Share Premium Accounts.

On 23 May 2019, during an Extraordinary General Meeting, the shareholders decided to repurchase 4,692,359,731 D1 Preference Shares and 4,692,359,731 D2 Preference Shares and determined the total cancellation amount to be equal to PLN 1,967,015,789 in the case of the D1 Preference Shares and PLN 709,721,684 in the case of the D2 Preference Shares. The shareholders resolved the consequential reduction of the issued share capital of the Company by an amount of PLN 395,819,313 and the reduction of the share premium by an amount of PLN 2,280,918,160. The outflow from the decrease in capital was funded by the proceeds from an increase in borrowings from senior term loans and by available cash balances held by the Group and had the effect of eliminating all D1 and D2 Preference Shares out of the company’s share capital.

As at 31 December 2019, the Group’s share capital was PLN 434,245,523 divided into 10,295,789,705 shares with a par value of PLN 0.0422 each (0.10 Euro each).

In 2020 the Parent changed the functional currency from EUR to PLN. The decision was supported by the resolution of the extraordinary shareholders meeting concluded on 29 September 2020. The Group operates mainly in Poland and Polish złoty is the currency in which the Group usually generates and spends cash. Furthermore, on 12 October 2020 the Group debuted on the Warsaw Stock Exchange in Poland and The Parent’s ordinary shares were to be listed, so redenomination into polish złoty facilitated listing polish złoty redenominated ordinary shares.

After the redenomination into PLN, the share capital was PLN 468,412 thousand. The meeting of shareholders resolved to create a single new class of shares (‘New Ordinary Shares’) and to convert all the existing shares into one billion New Ordinary Shares (1,000,000,000). The new nominal value per New Ordinary Share was established at the level of one polish grosz, PLN 0.01.

As a result of this conversion the issued capital was decreased to PLN 10,000,000 without cancellation of shares and without distribution of the reduction proceeds of PLN 459,997,000, which instead were transferred to Capital Reserve.

The multiplier used to convert each class of existing shares into equivalent New Ordinary Shares was calculated based on the IPO price per New Ordinary Share established at PLN 43 per share on 28 September 2020 following the close of book building.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

The resulting market value of the 1,000,000,000 New Ordinary Shares of PLN 43,000,000,000 was first attributed to the existing D3 and D4 Preference Shares at original cost plus accrued cumulative preference dividends with the residual value allocated to the classes of the ordinary shares. The resulting attributed values of each class of share were then used to calculate the allocation of New Ordinary Shares to each class.

 

 

 

Type

Before conversion

Multiplier

After conversion

ORDINARY SHARES

Subscriber Ordinary Shares

5,000,000

0.0001

605

A1 Shares

434,804,791

0.8179

355,624,294

A2 Shares

434,804,789

0.8179

355,628,890

B1 Shares

23,514,029

0.9922

23,330,750

B2 Shares

23,514,024

0.9922

23,330,996

C1 Shares

5

56,894

284,468

C2 Shares

23,923,440

0.8150

19,496,576

D3 Preference Shares

4,692,359,731

0.0310

145,647,454

D4 Preference Shares

4,692,359,729

0.0163

76,655,967

Total number of shares

10,330,280,538

 

1,000,000,000

 

Pursuant to the Group’s IPO, on 2 October 2020 the General Meeting of Shareholders resolved to approve a share capital increase within the framework of the Authorized Share Capital, by issuing 23,255,814 New Ordinary Shares with a nominal value of PLN 0.01 each to be sold at the IPO subscription price of PLN 43 per share for a total value of PLN 1,000,000,000 net of broker fees of PLN 27,674,193 related to issuing of the new shares. The transaction costs related to the issuance of the New Ordinary Shares were deducted from Capital Reserve in amount PLN 5,889,272.

The share capital of the Group increased from PLN 10,000,000 to PLN 10,232,558 and PLN 972,093,251 was allocated to capital reserve, when the Parent received net proceeds, after the deduction of brokerage fees, following completion of the Group’s IPO on 12 October 2020.

As a result of the transactions described above, at 31 December 2020 and 31 December 2021 the Group’s share capital comprised 1,023,255,814 New Ordinary Shares with a nominal value of PLN 0.01 each and a total value of PLN 10,232,558.

On 16 March 2021 the shareholders of the Group, i.e. Cidinan S.à r.l., Permira VI Investment Platform Limited, and Mepinan S.à r.l. sold 76,595,000 of the Company’s ordinary shares representing 7.5% of votes at the General Meeting of the Parent Company. At the balance sheet date the immediate owners of the Parent’s shares were:

 

 

31.12.2021

31.12.2020

Name

Ultimate owner

Number of

Shares

% of share capital

Number of

Shares

% of share capital

Cidinan S.à r.l.

Cinven

286,778,572

28.03%

321,246,322

31.39%

Permira VI Investment Platform Limited

Permira

286,778,572

28.03%

321,246,322

31.39%

Mepinan S.à r.l.

Mid Europa Partners

63,728,574

6.23%

71,388,074

6.98%

Other Shareholders

n/a

385,970,096

37.72%

309,375,096

30.24%

Total

 

1,023,255,814

100%

1,023,255,814

100%

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

The largest individual shareholders of the Group since The Parent’s inception have been ultimately owned by the private equity funds: Cinven, Permira and Mid Europa Partners (together the “Ultimate Founding Shareholders”).

As at 31 December 2021 and 31 December 2020 the Allegro.eu S.A. has no distributable earnings.

28.1 Redenomination

Change of the functional currency was accounted for prospectively. Prospective accounting means that the Group translates all items into the new functional currency using the exchange rate at the date of the change. The resulting translated amounts for non-monetary items are treated as their historical cost. Also the equity positions are translated to new functional currency using the exchange rate at the date of the change of functional currency – that is irrespective of the fact that the entity has previously used the historical exchange rate to translate the share capital and capital reserve from functional currency to presentation currency. No additional exchange differences should arise on the date of the change of functional currency; it means no additional exchange differences on translation should be recognized in other comprehensive income. The Group has translated the share capital and share premium of the Parent from EUR to PLN using the exchange rate at the date of the change of functional currency, resulting in an increase of the share capital and share premium as compared to the carrying amounts presented previously by translating from EUR functional currency into presentation currency (PLN) using historical exchange rate. Therefore the effect of the change of carrying amount of the share capital and share premium was recognized with corresponding entry directly in retained earnings.

 

28.2 Initial Public Offering

On 12 October 2020 (‘Listing Date’), the Parent’s shares debuted on the Warsaw Stock Exchange. The Initial Public Offering comprised 213,549,039 shares with the offer price PLN 43 per share. In addition, Cidinan S.à r.l, Permira VI Investment Platform Limited and Mepinan S.à r.l. granted to Morgan Stanley & Co. International plc as Stabilization Manager an over-allotment option to purchase up to 15% of the total number of Sale Shares. The over-allotment option was exercised in full, covering 32,032,356 shares of the Parent. As a result, the total number of shares sold in the IPO, including the Over-allotment Option, amounted to 245,581,395 shares, which represents approx. 24% of the Parent’s issued share capital.

The brokerage fees of PLN 27,674 thousand and 5,889 thousand of IPO costs, both incurred in 2020 on the Primary Share issuance of 23,255,814 New Ordinary Shares, were recognized in equity. The brokerage fees were deducted from capital increase and recorded to Capital Reserve, when IPO costs were recorded directly to Capital Reserve. Additionally, the Group recognized PLN 61,569 thousand of costs related to preparations of the IPO in the financial year ended 31 December 2020 (recognized in profit/loss in the line item Transaction Cost”).

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

28.3 Share based payments

The amounts in this note are provided in thousand PLN.

Allegro Incentive Plan (“AIP”)

The Group adopted the Allegro Incentive Plan in 2020. The AIP is a discretionary plan under which awards in the form of performance share units (‘PSUs’) and restricted stock units (‘RSUs’) may be granted to employees of the Group at the discretion of the Remuneration and Nomination Committee.

Awards under the AIP may be granted in the form of PSUs or RSUs which give the participants a right to receive Shares without payment on completion of a service vesting period and, in the case of PSUs, subject to the satisfaction of performance conditions. The AIP rules also include flexibility for the Remuneration and Nomination Committee to grant other forms of awards. The Awards are normally granted within the six-week period after the Group announces its annual results. However, the Remuneration and Nomination Committee may grant awards outside this period at its discretion.

On 18 December 2020 Group Key Management (Board of Directors and Senior Key Managers) was informed of the detailed principles of the PSU program (‘Performance Shares Units’). Under IFRS, this date is considered as a service commencement date, as from this date the Group Key Management may reasonably expect to benefit from the future award.

The grant date occurred on 2 April 2021 when the Remuneration Committee of the Board of Directors of Allegro.eu granted 320,870 units awarded under the Performance Share Unit (PSU) plan with an estimated total value at the grant date of PLN 18,474 and 717,027 shares awarded under Restricted Stock Unit (RSU) plan with an estimated total value at the grant date of PLN 34,870. These awards have been granted to Executive Directors, Key Managers and other employees. The fair value per share to be used in recognizing the costs of share based compensation is PLN 56.06, being the closing price of Allegro.eu shares listed on Warsaw Stock Exchange on the grant date. The total estimated value of the program, at the grant date, was PLN 53,344.

On 1 October 2021 the Remuneration Committee of the Board of Directors of Allegro.eu granted an additional 9,835 of PSUs and 21,460 of RSUs to the Group’s employees. The total value of new grants estimated using the fair value per share at the grant date at 58.09 was PLN 626 for PSUs and PLN 1,109 for RSUs.

The service vesting condition (for RSU and PSU) and non-market performance conditions (for PSU) are reflected in the calculation of the number of awards that will vest. The Group performs the periodic revaluation of the total cost of the AIP program to account for any changes in the assumptions made in the initial estimation. Those adjustments are mostly driven by fluctuation of the number of units granted under the AIP program, due to changes in employment. As of 31 December 2021 the total number of units awarded and still outstanding under the PSU and RSU plans was 286,369 and 647,306 respectively and the total amount of the program costs recognized against Other Reserve was 19,707.

The Group has made a judgment that the service commencement date or the grant date has not yet occurred for the subsequent awards to be granted until 2030 as the program is discretionary and can be terminated by the Remuneration Committee.

Performance Share Units

Performance Share Units are designed for the Key Directors of the Group. The program started in April 2021 and may last until September 2030. Each year participants gain the conditional right to receive a predefined number of shares following a 3 year performance period, depending on the extent to which pre-defined cumulated GMV and EBITDA targets are met. The final number of shares received depends on the target achievement of those KPIs and ranges from 0 % to 200 % of the conditionally granted shares. The gain for the participant depends both on the final number of shares granted and the development of the share price over the 3 year performance period. The share price is not a performance condition.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Initially, an individual target value in PLN is divided by the share price to conditionally define the target number of shares to be received after the performance period. In respect to PSUs, the award vests on the third anniversary of the grant date provided that the Committee has determined that the applicable Performance Condition and any other conditions imposed on the Vesting of the Award have been satisfied. Recognition of the estimated cost of the program reflects the PSU Plan’s notional vesting profile of 25%, 25%, and 50% respectively on the first, second, and third anniversaries of the grant date. If a holder of the PSU units leaves before the end of the 36 month vesting period, they shall receive units earned in proportion to the service period performed relative to the vesting periods. Shares will only be delivered on the third anniversary of the grant date and each unit is capped to a maximum of one share per unit, even if the Group has over performed its PSU performance criteria.

Total share based compensation to be recognized in the future periods prior to vesting, based on the outstanding 286 369 PSUs has been estimated at PLN 7,913 as of 31 December 2021. This estimate is calculated based on the fair value at grant date of the Group’s shares at closing, an estimate of number of awards that will vest and current estimates of probable achievement against agreed performance conditions that can result in between 0 and 2 ordinary shares being issued at vesting for each PSU granted.

Since the inception of the AIP program, two members of the Allegro.pl management board left the Group, resulting in the forfeit of their granted units and thereby contributing to the decline in the estimated total costs to be recognized in future periods in relation to the PSU variant of the AIP program.

In the year ended 31 December 2021, PLN 7,112 of costs was recognized in relation to PSU Plan against Other Reserves.

Restricted Stock Units

Restricted Stock Units are designed for employees other than Key Directors of the Group. The program started in April 2021 and may last until September 2030.

Restricted Stock Units are not subject to performance conditions related to target achievement. If a holder of RSU leaves before the end of the vesting period, all shares due to vest at future vesting dates shall lapse.

Recognition of the estimated cost of the program reflects the RSU Plan’s vesting profile of 25%, 25%, and 50% respectively on the first, second, and third anniversaries of the grant date.

Total share based compensation to be recognized in the future periods prior to vesting, based on the outstanding 647 306 RSUs has been estimated at PLN 18,177 as of 31 December 2021. This estimate is based on the fair value at grant date of the Group’s shares, with one RSU unit being equivalent to one ordinary share adjusted by an estimate of number of awards that will vest.

In the year ended 31 December 2021, PLN 12,594 was recognized under the RSU Plan against Other Reserves. Employees entitled to receive the share-based compensation under the RSU plan, were informed of the key terms of the RSU Plan on the date of the grants, hence the service commencement dates are the same as the actual grant dates.

 

Free Shares Awards (“FSA”)

In light of the Group’s desire to encourage employee share ownership, all employees (excluding MIP participants) who were employed by the Group on the listing date received a free one-off award of shares with a value of PLN 10 which constituted 233 shares each. The number of shares was calculated dividing PLN 10 by the value of the share price at the IPO date. The award vested immediately at listing date while shares were delivered to the recipient on the first anniversary of the IPO, regardless of whether the recipient was still an employee on that time. The total grant amounted to PLN 25,428 and was accounted against the Other Reserve in equity with the corresponding entry to profit/loss (line item “Staff costs gross”). All the shares vested in 2020 and were transferred from Other Reserve to Capital Reserve.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

On 6 October 2021 the Group fulfilled its obligations to satisfy the Free Share Awards by the transfer of 589,024 shares held by the Employee Benefit Trust. These shares were subject to a one year lock up period that expired on 12 October 2021, the anniversary of the IPO date.

As at 31 December 2021 and 31 December 2020 the Group has no obligations resulting from the outstanding shares under the FSA, except for retaining 932 vested shares that the Group has so far been unable to deliver to qualifying employees or former employees.

The table below presents all the outstanding shares under the incentive programs introduced by the Group:

 

Number of granted shares

 

 

PSU

RSU

FSA

 

As at 01.01.2020

-

-

-

1

New Grants

226,841

-

589,956

1

Forfeited

-

-

-

1

Exercised

-

-

-

1

As at 31.12.2020

226,841

-

589,956

 

New Grants

9,835

752,345

-

 

Re-assessment of the number of awards between the service commencement date and the grant date

94,029

-

-

 

Forfeited

(44,336)

(105,039)

-

 

Exercised

-

-

(589,024)

 

As at 31.12.2021

286,369

647,306

932

 

 

When the Group Key Management was informed about the detailed principles of AIP program in December 2020 (i.e. service commencement date started), the Group estimated the predefined number of shares expected to be granted under the program in April 2021. Taking into consideration that number of grants is being calculated by dividing individual targets by the weighted average share price, the actual number of share units granted in April 2021 was higher than assumed at the service commencement date, thus adjustment was reflected in share based payment expense from the grant date.

 

Management Investment Plan (“MIP”)

As described further in note 39, the Group’s Management (Group Key Management and other selected Managers) was granted loans to purchase part of their shareholdings under the Management Investment Plan. Some of the loans were made on a non-recourse basis which gives rise to a benefit under IFRS 2 ‘Share-Based Payment’. In accordance with IFRS 2, the non-recourse loans are technically not recognized as loans from an accounting perspective, with their nominal value being offset against the corresponding nominal value of shares and equivalent number of shares, thereby reducing the value of share capital and capital reserve.

Following the IPO, all loans granted to Management under the MIP, both recourse and non-recourse, were repaid. The Management Investment Plan was settled in full by the allocation of New Ordinary Shares to Management and the plan ceased to operate from the date of the IPO. As the result of the loans’ repayments, as at 31 December 2020 all the equity deductions, related to non-recourse loans were reversed.

In 2020, all vested amounts related to MIP were transferred from Other Reserve to Capital Reserve.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

28.4 Treasury shares

Treasury shares are Group’s own shares that are held by the Employee Benefit Trust for the purpose of distributing shares to the Group’s employees under the Allegro Incentive Plan (see note 28.3 for further information). Shares held by the Trust and not yet issued to employees at the end of the reporting period are shown as treasury shares in the financial statements. Treasury shares are recognized at cost on a first-in-first-out basis.

As at 31 December 2021 Adinan Super Topco Employee Benefit Trust (hereinafter referred as ‘Employee Benefit Trust’, ‘EBT’, ‘Trust’) has been consolidated in the these Consolidated Financial Statements. EBT is a structured entity with predetermined activities and therefore while the Group does not hold any direct interest, based on contractual arrangements it effectively controls the relevant activities of EBT and therefore the EBT is consolidated as at 31 December 2021. The Trust was established to administer its assets for the benefit of the Group’s employees and acts as a facilitator of the Group’s share based payment compensation programs and as a settlor of the Free Share Awards, granted at the moment of IPO (see note 28.3). As at the end of the current reporting period EBT was in possession of PLN 1,995,407 Treasury Shares, valued at cost. Those Treasury Shares are intended to be used to settle the employee awards program currently run by the Group. The shares used by the Trust to settle the program were initially acquired from Allegro’s Main Shareholders. Where the price paid by employees on acquisition of shares under the Management Investment Plan (the share based payment program existing before IPO) exceeded the cost, the premium received has been reflected in equity, as a part of capital reserve (premium on sale of treasury shares).

On 7 October 2021, 589,024 Treasury Shares were distributed to the employees receiving a grant of ordinary shares on the occasion of the Group's IPO, leaving the Group with 810,829 Treasury Shares held by the EBT.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

29. CASH FLOW INFORMATION

29.1 Non-cash investing and financing activities

Investing and financing transactions that do not require the use of cash or cash equivalents are as follows:

 

31.12.2021

31.12.2020

Lease liabilities / Right-of-use assets

(199,255)

(8,666)

Non-cash borrowings received less paid commissions

-

5,440,000

Non-cash borrowings repaid

-

(5,440,000)

Total

(199,255)

(8,666)

 

1

1

In 2020 the Group completed the refinancing transaction by repaying in cash the difference between previous debt and the New Facilities less paid commission. Therefore the non-cash movement recorded in the comparative period amounted to PLN 5,440,000.

29.2 Borrowings and leases reconciliation

This section sets out an analysis of and the movements in liabilities for borrowings, leases and derivatives for each of the periods presented.

 

Liabilities from financing activities

 

Leases

Loans

Written put option liability

Derivative financial liabilities

Total

As at 01.01.2021

(73,266)

(5,437,800)

-

(97,298)

(5,608,364)

Principal repaid

31,063

-

-

-

31,063

Interest paid

4,982

124,565

-

-

129,547

Revolving facility availability fee paid

-

2,973

-

-

2,973

Interest rate hedging instrument paid

-

-

-

61,802

61,802

Cash movements

36,045

127,538

-

61,802

225,385

Interest accrued

(4,982)

(124,565)

-

-

(129,547)

Revolving facility availability fee accrued

-

(3,289)

-

-

(3,289)

Interest rate hedging instrument accrued

-

1,036

-

-

1,036

Provision accrued

-

(3,000)

-

-

(3,000)

Gain/(Loss) on cash flow hedging

-

-

-

231,614

231,614

Transfer from derivative liability to derivative asset position

-

-

-

(216,995)

(216,995)

Additions (new leases)

(199,255)

-

-

-

(199,255)

Foreign exchange adjustment

659

-

-

-

659

Modification on lease contract

(11,656)

-

-

-

(11,656)

Loan provision - income (cumulative catch-up)

-

105,927

-

-

105,927

Loan provision - cost

 

(32,145)

 

 

(32,145)

Other

1,313

-

-

8,268

9,581

Non-cash movements

(213,921)

(56,036)

-

22,887

(247,071)

As at 31.12.2021

(251,142)

(5,366,298)

-

(12,610)

(5,630,050)

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

As at 01.01.2020

(85,538)

(6,336,915)

(43,210)

(38,923)

(6,504,585)

Principal repaid

26,101

1,056,693

-

-

1,082,794

Interest paid

3,028

275,853

-

-

278,881

Early repayment fee paid

-

26,000

-

-

26,000

Revolving facility availability fee paid

-

2,523

-

-

2,523

Put option liability paid

-

-

40,000

-

40,000

Interest rate hedging instrument paid

-

-

-

38,926

38,926

Payments from other financial activities

-

7,815

-

-

7,815

Cash movements

29,129

1,368,884

40,000

38,926

1,476,939

Interest accrued

(3,028)

(297,099)

-

-

(300,127)

Revolving facility availability fee accrued

-

(3,311)

-

-

(3,311)

Gain/(Loss) on cash flow hedging

-

-

-

(104,980)

(104,980)

Early repayment fee accrued

-

(26,000)

-

-

(26,000)

Additions (new leases)

(8,666)

-

-

-

(8,666)

Foreign exchange adjustment

(4,221)

-

-

-

(4,221)

Modification on lease contract

(942)

-

-

-

(942)

Put option liability release

-

-

3,210

-

3,210

Deferred borrowing cost write off

-

(143,378)

-

-

(143,378)

Other

-

20

-

7,679

7,699

Non-cash movements

(16,857)

(469,768)

3,210

(97,301)

(580,716)

As at 31.12.2020

(73,266)

(5,437,800)

-

(97,298)

(5,608,364)

 

 

 

 

 

 

29.3 Changes in net working capital

Changes in net working capital are set out below:

 

Changes in trade and other receivables and prepayments

31.12.2021

31.12.2020

Receivables and prepayments - current period balance

914,830

682,907

Receivables and prepayments - previous period balance

(682,907)

(423,713)

Balances acquired in business combination - XPC, SCB

(4,628)

-

Balances acquired in business combination - Opennet

-

(650)

Other

(458)

2,000

Total change

226,837

260,544

 

Changes in inventories

31.12.2021

31.12.2020

Inventories - current period balance

43,995

24,619

Inventories - previous period balance

(24,619)

(20,051)

Balances acquired in business combination - XPC, SCB

(24)

-

Total change

19,352

4,568

 

Changes in consumer loans

31.12.2021

31.12.2020

Consumer loans - current period balance

358,785

51,972

Consumer loans - previous period balance

(51,972)

-

Total change

306,813

51,972

 

 

1

The change in consumer loans balance is net of an inflow of PLN 182,271 from the sale of loans to AION bank, executed in December 2021.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Changes in trade and other liabilities

31.12.2021

31.12.2020

Liabilities – current period balance

903,755

557,629

Liabilities – previous period balance

(557,629)

(349,161)

Balances acquired in business combination – Opennet

-

(264)

Balances acquired in business combination - XPC, SCB

(10,087)

-

Unpaid purchase of fixed assets, intangible assets and other

(42,929)

2,852

Other

561

(100)

Total change

293,671

210,956

 

Changes in liabilities to employees

31.12.2021

31.12.2020

Liabilities to employees – current period balance

113,377

154,298

Liabilities to employees – previous period balance

(154,298)

(82,176)

Actuarial gain/(loss) – current period balance

(1,728)

(938)

Actuarial gain/(loss) – previous period balance

938

-

Actuarial gain/(loss) – deferred tax

(205)

-

Balances acquired in business combination - XPC, SCB

(89)

-

Total change

(42,005)

71,183

 

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

RISKS

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

30. CRITICAL ESTIMATES AND JUDGMENTS

Preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Estimations and judgements are being constantly verified and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Based on assumptions, the Group makes estimates concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

In 2020 the Parent changed the functional currency from EUR to PLN. The decision was supported by the resolution of the extraordinary shareholders meeting concluded on 29 September 2020. The Group operates mainly in Poland and Polish złoty is the currency in which the Group usually generates and spends cash. Furthermore, on 12 October 2020 the Group debuted on the Warsaw Stock Exchange in Poland.

The existence of coronavirus (Covid-19) was confirmed in early 2020 and has spread across Poland and most of the world, causing disruptions to businesses and economic activity. The pandemic has had a positive impact on revenues generated by companies operating in the online marketplace industry and a negative impact on online ticket distribution. The Group introduced several assistance programs for its Sellers and Buyers. The Group assessed the impact of Covid-19 on the Group’s operations and on the results presented in these Consolidated Financial Statements. The Group performed an analysis in terms of expected credit losses and Goodwill impairment.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

30.1 Estimated impairment of goodwill

Goodwill results from business combination and is not subject to amortisation, but is tested each year for potential impairment, or more often, if there is indication of impairment. For the purpose of impairment testing goodwill is allocated to cash generating units which are expected to benefit from synergies achieved as a result of business combination.

Impairment arises when the carrying amount of a given asset or cash generating unit exceeds its recoverable amount. The impairment testing was carried out as at 31 December 2021 and 31 December 2020. When determining the recoverable amount of a cash generating unit, the Group applied the value in use method assessed using the discounted cash flow method based on the five year plan and including residual value.

Goodwill recognized by the Group and disclosed in the statement of financial position arose from the acquisition of shares of Grupa Allegro sp. z o.o. by Allegro.pl sp. z o.o., Ceneo sp. z o.o by Ceneo.pl sp. z o.o., eBilet Polska sp. z o.o. and OpenNet sp. z o.o., X-press Couriers sp. z o.o. and SkyNet Customs Brokers sp. z o.o. As at 31 December 2021 it amounted to PLN 8 669 569. For more information about the Goodwill please refer to note number 5.

Goodwill on acquisition of Grupa Allegro sp. z o.o. is PLN 8,140,604, Ceneo sp. z o.o. – PLN 441,801 and eBilet Polska sp. z o.o – PLN 48,937, OpenNet sp. z o.o – PLN 7,907, X-press Couriers sp. z o.o. – PLN 29,253, and SkyNet Customs Brokers sp. z o.o. – PLN 1,067. The total goodwill of PLN 8 669 569 is the effect of the high profitability of the acquired enterprises and expected future benefits in the form of estimated cash flows of the acquirees. No part of the recognised goodwill will be deductible for income tax purposes.

For the purposes of impairment tests the Group has identified three separate cash-generating units: Allegro, Ceneo and eBilet (incl. impairment test of goodwill arising on acquisition of each of these

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

entities) and analysed them for impairment of assets at the end of the year ending 31 December 2021. As at 31 December 2020 there were four cash generating units identified for the purpose of an impairment test of goodwill: Allegro, Ceneo, eBilet, Opennet. Cash-generating units are the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

During the third quarter of 2021, the changes in the internal organization structure and the increasing role of Opennet in developing logistics software for the Group, whilst still providing some of its services to the third party customers, caused in a change in the composition of cash-generating unit “Allegro” to which goodwill has been allocated. As the result of the reorganization, Opennet which previously was separate cash generating unit was merged with cash-generating unit of Allegro resulting in one CGU Allegro.

As a result of this amendment and new acquisitions, cash-generating unit of Allegro includes four legal entities, as presented in the table below:

 

 

Goodwill

CGU

Allegro.pl sp. z o.o.

8,140,604

Allegro

X-press Couriers sp. z o.o.

29,253

Allegro

Opennet.pl sp. z o.o.

7,907

Allegro

SkyNet Customs Brokers sp. z o.o.

1,067

Allegro

Total Allegro CGU

8,178,831

 

Ceneo.pl sp. z o.o.

441,801

Ceneo

eBilet Polska sp. z o.o.

48,937

eBilet

Total

8,669,569

 

 

The recoverable amount on the cash-generating unit was determined by calculating the value in use. The calculations used the projected cash flows before tax based on past performance and Management’s expectations of market development for the following five years. The result of each of the three cash generating units’ tests showed no impairment as at 31 December 2021 and 31 December 2020.

The cash flow projections used by the Group to calculate values in use are prepared based on the financial budgets approved by the Group’s directors. The projections are performed using several key assumptions. The Group intends to drive future growth by converting marketplace visitors to buyers and increase GMV (‘Gross Merchandise Value’) per buyer with a focus on retail basics of pricing, selection and delivery experience, improving product findability and ease of returns. The Group has implemented plans to improve features and value added services including proprietary financial lending to drive acquisition and customer engagement.The higher average rise in Allegro’s EBITDA margin assumption used by the Group in 2021 in comparison to 2020 reflect a change of assumptions to rely less on low margin revenue streams than assumed in the prior year. Reduction in net cost of delivery and an acceleration in time of delivery has been assumed to result from the investments being made in the Group’s own fulfilment services for merchants, a proprietary APM network and proprietary delivery capabilities.

The Management noted that the recoverable amount on the cash-generating unit of eBilet could be affected by the business disruption caused by Covid-19. The goodwill impairment test was performed and the value in use was calculated using adjusted assumptions of severe disruptions to mass events throughout 2022, and a strong recovery thereafter. The Management concluded there is no impairment risk unless severe Covid-19 disruptions of events continue into 2023 and the medium term.

The critical assumptions made when calculating recoverable amount were as follows:

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

Allegro

 

31.12.2021

31.12.2020

The average annual rate of growth of revenues during the forecast period

24.30%

25.12%

Average annual rise/(fall) in EBITDA margin during the forecast period

0.15 ppt

(0.73) ppt

Growth rate outside the forecast period (including inflation)

2.50%

2.50%

Discount rate (pre-tax)

10.80%

10.30%

 

 

 

 

Ceneo

 

31.12.2021

31.12.2020

The average annual rate of growth of revenues during the forecast period

20.63%

25.04%

Average annual rise/(fall) in EBITDA margin during the forecast period

(0.69) ppt

(0.60) ppt

Growth rate outside the forecast period (including inflation)

2.50%

2.50%

Discount rate (pre-tax)

10.80%

10.30%

 

 

 

 

eBilet

 

31.12.2021

31.12.2020

The average annual rate of growth of revenues during the forecast period

43.46%

54.69%

Average annual rise/(fall) in EBITDA margin during the forecast period

4.84 ppt

9.40 ppt

Growth rate outside the forecast period (including inflation)

2.50%

2.50%

Discount rate (pre-tax)

11.50%

11.00%

 

 

 

 

OpenNet

 

31.12.2021

31.12.2020

The average annual rate of growth of revenues during the forecast period

n/a

50.29%

Average annual rise/(fall) in EBITDA growth during the forecast period

n/a

(0.38) ppt

Growth rate outside the forecast period (including inflation)

n/a

2.50%

Discount rate (pre-tax)

n/a

10.30%

 

Future net cash flow of the cash-generating units is based on the critical assumptions presented above, each of which involve degree of uncertainty.

Sensitivity analysis of the aforesaid assumptions shows that the Group would recognize impairment if any of the key assumptions is changed as follows:

 

 

Allegro

 

31.12.2021

31.12.2020

Decrease of the revenue CAGR by:

3.00 ppt

3.74 ppt

Decline in annual EBITDA margin by:

17.27 pp

13.78 ppt

Decrease of the marginal growth rate by:

20.62 ppt

14.73 ppt

Growth in the discount pre-tax rate by:

10.36 ppt

8.55 ppt

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

Ceneo

 

31.12.2021

31.12.2020

Decrease of the revenue CAGR by:

5.25 ppt

10.19 ppt

Decline in annual EBITDA margin by:

18.15 ppt

32.17 ppt

Decrease of the marginal growth rate by:

58.80 ppt

n/a*

Growth in the discount pre-tax rate by:

17.73 ppt

31.30 ppt

* each potential change of growth rate has no impact on the result of the impairment test

 

 

 

eBilet

 

31.12.2021

31.12.2020

Decrease of the revenue CAGR by:

0.80 ppt

3.60 ppt

Decline in annual EBITDA margin by:

11.00 ppt

19.77 ppt

Decrease of the marginal growth rate by:

10.90 ppt

10.63 ppt

Growth in the discount pre-tax rate by:

6.79 ppt

6.38 ppt

 

 

 

 

OpenNet

 

31.12.2021

31.12.2020

Decrease of the revenue CAGR by:

n/a

6.29 ppt

Decline in annual EBITDA margin by:

n/a

28.33 ppt

Decrease of the marginal growth rate by:

n/a

n/a*

Growth in the discount pre-tax rate by:

n/a

313.26 ppt

* each potential change of growth rate has no impact on the result of the impairment test

 

 

 

Management is not aware of any reasonably likely assumptions that might result in business performance outcomes similar or worse than those shown in these sensitivities for the CGUs as of 31 December 2021 and as at 31 December 2020 and therefore result in a material impairment.

 

 

30.2 Current and deferred income tax

Corporate income tax for a reporting period comprises current and deferred tax. Current income tax is calculated on the basis of taxable income (tax base) for a given financial year and the binding tax rate, based on the binding tax regulations.

The Group is obliged to assess the likeliness of realising the deferred tax asset. In this assessment process a series of assumptions is adopted in respect of determining the amount of the deferred tax asset. The above-mentioned estimations account for the tax forecasts, historical amounts of tax charged, current available strategies relating to planning the Group’s operations and dates, as well as the likeliness of realising particular temporary differences.

 

30.3 Impairment of receivables

The impairment allowance is recorded based on the impairment loss model, according to the expected credit losses concept. Losses are recognised as at the moment of recognising receivables, according to the default rate assessed for each of the homogenous group of customers and aging of the receivable balance within the homogenous group. The default rates are calculated for separate, homogenous group of customers based on historical data for the previous 48 months. Additionally the Group calculates individual allowances for receivables where there is indication of impairment.

Detailed information on the impairment losses on receivables is disclosed in note 31.2 of the additional notes and explanations.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

30.4 Impairment of consumer loans

 

At each balance sheet date the Group assesses whether there is any objective evidence that credit exposures are impaired.

If at balance sheet date credit risk concerning the financial instrument has not increased significantly since initial recognition, the Group asses impaired allowances that are expected within 12 months.

For consumer loans for which there has been a significant increase in credit risk since the initial recognition or which are credit impaired, the Group asses impaired allowances for expected credit losses over the expected life of the financial instrument.

More information about the assumptions in respect to expected credit losses concerning impairment of consumer loans were presented in Note 31.2.

 

30.5 Amortisation of intangible assets

Amortisation and depreciation are determined based on the expected economic useful lives of intangible assets. Every year the Group verifies the adopted economic useful lives on the basis of current estimates. In the event of a change to the economic useful life of an asset, its effect is recognized as the effect of a change in accounting estimates.

Sensitivity analysis of amortization of significant intangible assets is presented below:

 

 

Amortisation period sensitivity analysis of significant intangibles assets

period change:

shorter by 5 years

longer by 5 years

Customer relationships

(48,542)

29,125

Trademarks and domains

(50,452)

25,226

Software

(150,503)

50,168

Impact on profit/(loss)

(249,497)

104,519

 

In 2021 the Group reviewed its amortization rates and decided to maintain the previous estimates of the economic useful lives of its assets.

 

30.6 Effects of climate-related matters on financial statements

The climate and environmental risks are subject to risk management and the Risk Management Policy. The role of the Board of Directors is to supervise corporate risk, define the scope of risk management, define directions for the development of the risk management system, and determine risk appetite levels.

The Group analyzed potential impact of the climate-related matters on reporting and concluded that the climate-related matters do not affect these Consolidated Financial Statements.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

31. FINANCIAL RISK MANAGEMENT

This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance.

 

Risk

Exposure arising from

Measurement

Management

Market risk – interest rate

Long-term borrowings at

floating rate

Cash deposits – fixed rate

Consumer loans – fixed rate

Sensitivity analysis

Interest rate swaps, offsetting cash deposits

Market risk – foreign exchange

Future commercial transactions

Recognised financial assets liabilities not denominated in PLN

Cash flow forecasting

Sensitivity analysis

Not hedged

Mergers and Acquisitions risk – foreign exchange

Highly probable future acquisitions transaction of Mall Group a.s. and WE|DO CZ s.r.o.

Cash flow forecasting

Sensitivity analysis

Deal Contingent FX Forward

Credit risk

Cash and cash equivalents

Receivables

Consumer loans

 

Credit ratings

Aging analysis

 

Diversification of bank deposits, credit limits and letters of credit

Liquidity risk

Borrowings and other liabilities

Rolling cash flow forecasts

Availability of committed credit lines and borrowing facilities

Signed consumer loans repurchase agreement

 

 

31.1 Market risk

Risk of changes in cash flows resulting from interest rate changes

Borrowings with floating interest rates expose the Group to the risk of changes in cash flows. The Group dynamically assesses its exposure to interest rate change risk. That risk is partially mitigated by short-term cash deposits and by interest rate swap contracts (“IRS”).

Following the refinancing that took place in 2020 at the time of the Group’s IPO, described in note 21, the hedge ratio increased to 56%. As the actual hedge ratio therefore exceeded the hedge ratio of 50% determined in the accounting policy, a prorata share of changes in the valuation of IRS contracts was recognized through profit and loss instead of through other comprehensive income.

In 2021 the Group modified its hedge policy to allow cash flow hedging for up to 100% of interest rate risk exposure to be hedged. A new IRS contract concluded on 2 November 2021 was designated as a cash flow hedge, with changes in valuation recognized through other comprehensive income. As a result, the hedge ratio has increased to 78% and all changes in valuation are recognized through other comprehensive income.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Sensitivity

The Group assesses its exposure to floating interest rate risk and estimates that if the interest rate changes by 0.1 p.p., its financial costs in respect of interest will rise/(fall) by approx. PLN 2,903 annually.

 

 

Interest rate change impact on profit/(loss) as at 31.12.2021

change in interest rate (ppt)

-0.3

-0.2

-0.1

0.1

0.2

0.3

Interest cost

16,500

11,000

5,500

(5,500)

(11,000)

(16,500)

Interest rate swap cost

(8,710)

(5,807)

(2,903)

2,903

5,807

8,710

Impact on profit/(loss)

7,790

5,193

2,597

(2,597)

(5,193)

(7,790)

 

 

 

 

 

 

 

 

Interest rate change impact on profit/(loss) as at 31.12.2020

change in interest rate (ppt)

-0.3

-0.2

-0.1

0.1

0.2

0.3

Interest cost

16,500

11,000

5,500

(5,500)

(11,000)

(16,500)

Interest rate swap cost

(9,227)

(6,151)

(3,076)

3,076

6,151

9,227

Impact on profit/(loss)

7,273

4,849

2,424

(2,424)

(4,849)

(7,273)

Fixed rate exposes the Group to fair value risk but this does not have an impact on these Consolidated Financial Statements as these items are not measured at fair value.

 

Foreign exchange risk

Foreign exchange risk occurs as a result of sales or purchases made by the Group in currencies other than its functional currency, i.e. PLN. Operating transactions concluded in currencies other than the functional currency are relatively rare due to the currently limited scope of cross-border activity.

 

As described in note 35 the Group is exposed to significant foreign exchange risk due to the expected acquisition transaction of the Mall Group a.s. capital group and logistics company WE|DO CZ s.r.o, which is subject only to receiving all required regulatory approvals. As Allegro Group generates 100% of revenue streams in PLN, the cash component will be subject to FX volatility in the following months prior to closing of the transaction for the acquisition of Mall Group and WE|DO. To mitigate this risk, on 10 November the Group executed the Deal Contingent FX Forward. The notional amount of hedge is EUR 474 million. The maturity date of the contract falls between 31 January 2022 and 31 March 2023 and is a subject to the completion of the acquisition transaction. Further information is provided in the note 26.

The Group believes the fulfilment of these conditions to be highly probable.

 

31.2 Credit risk

Risk management

Financial assets representing the highest exposure to credit risk are cash, trade receivables and consumer loans. To mitigate that risk, the Group uses detailed seller (customer) verification and monitoring procedures. The Group uses professional debt collection companies or engages in debt collection procedures on its own account. The Group’s receivables comprise amounts due from individuals and businesses. The receivables have low concentration. Surplus cash is deposited by the Group at banks as on-demand deposits or as fixed-term deposits.

There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Impairment of financial assets

The Group has three types of financial assets that are subject to the expected credit loss model:

trade receivables

consumer loans

cash and cash equivalents

 

31.12.2021

31.12.2020

Impairment of receivables

60,721

38,213

Impairment of consumer loans

5,950

1,165

Net impairment losses on financial and contract assets

66,671

39,378

 

Trade receivables

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales over a period of 48 months before 31 December 2021 and 31 December 2020 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables (such as unemployment rate). In comparison with to the previous year, the impairment provision increased mainly in line with the growth of the business resulting in growth of balance of accounts receivables.

On that basis, the loss allowance as at 31 December 2021 and 31 December 2020 was determined as follows for both trade receivables and contract assets:

 

31.12.2021

31.12.2020

Aging of trade receivables, net

Business

%

Individuals

%

Business

%

Individuals

%

Current

679,351

92%

9,113

67%

486,139

83%

8,374

53%

Overdue less than 3 months

52,535

7%

3,187

23%

91,895

16%

5,786

36%

Overdue 3 to 12 months

5,470

1%

929

7%

3,760

1%

1,457

9%

Overdue 1 to 3 years

1,510

0%

368

3%

433

0%

238

1%

Total

738,866

100%

13,597

100%

582,227

100%

15,855

100%

 

 

Business

Individuals

Business

Individuals

Business

Individuals

Business

Individuals

Aging of receivables as at 31.12.2021

Trade receivables, gross

Impairment of trade receivables

Probability of default ratio

Trade receivables, net

Current

687,605

9,526

(8,254)

(413)

1%

4%

679,351

9,113

Overdue less than 3 months

56,632

3,805

(4,097)

(618)

7%

16%

52,535

3,187

Overdue 3 to 12 months

43,777

5,307

(38,307)

(4,378)

88%

82%

5,470

929

Overdue 1 to 3 years

32,633

8,639

(31,123)

(8,271)

95%

96%

1,510

368

Total

820,647

27,277

(81,781)

(13,680)

 

 

738,866

13,597

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

 

Business

Individuals

Business

Individuals

Business

Individuals

Business

Individuals

Aging of receivables as at 31.12.2020

Trade receivables, gross

Impairment of trade receivables

Probability of default ratio

Trade receivables, net

Current

489,070

8,704

(2,931)

(330)

1%

4%

486,139

8,374

Overdue less than 3 months

95,979

6,629

(4,084)

(842)

4%

13%

91,895

5,786

Overdue 3 to 12 months

25,807

6,807

(22,047)

(5,350)

85%

79%

3,760

1,457

Overdue 1 to 3 years

13,449

11,753

(13,016)

(11,515)

97%

98%

433

238

Total

624,305

33,893

(42,078)

(18,037)

 

 

582,227

15,856

Carrying amount of the trade and other receivables balance represents the maximum exposure to the credit risk.

 

Cash and cash equivalents

Cash and cash equivalents are subject to the impairment requirements of IFRS 9. The identified impairment loss was immaterial.

A loss allowance in relation to cash and cash equivalents is determined individually for each balance with a given financial institution. In order to assess credit risk, external credit ratings and publicly available information on default rates for a given rating of S&P Global Ratings’s rating agency were used (rating is disclosed in the Note 19.2). As all cash balances have a low credit risk as at the reporting date, the Group applied the practical expedient available under IFRS 9 and determined the loss allowances based on 12-month expected credit losses. The calculation of the loss allowances resulted in an immaterial amount.

The whole cash and cash equivalents balance is classified to Stage 1 of the impairment loss model i.e. the financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date

Carrying amount of the cash and cash equivalents balance represents the maximum exposure to the credit risk.

As at 31 December 2021, the Group held 37%, 8%, 2% and 53% of all its funds in individual banks with the ratings of A, A-, BBB+, BBB respectively (as at 31 December 2020, 38%, 32% and 25% of all its funds in individual banks with the ratings of A, A+, BBB respectively). There is a concentration of credit risk, three major banks in which the Group holds its cash and cash equivalents represent 53%, 22%, 15% of total balance respectively. The Group used ratings of S&P Global Ratings agency.

 

Consumer loans

The provision for the loss allowance relates to the expected credit losses (‘ECL’) under IFRS 9, which requires estimation of the expected loss, regardless of whether or not there were any impairment indicators.

Depending on the risks associated with each loan, loans are categorised into three stages based on the associated risk, where stage 3 reflects the highest risk. IFRS 9 requires to recognize the credit losses from default events that are expected within 12 months or over the expected life of the financial instrument depending on the stage assigned to the exposure.

if credit risk has not significantly increased since initial recognition (stage 1), and

for which there has been a significant increase in credit risk since the initial recognition (stage 2), or

which are credit impaired (stage 3).

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

The expected credit losses for exposures with no significant increase in credit risk since initial recognition are calculated in 12-month period and lifetime ECL are calculated for exposures with a significant increase in credit risk since the initial recognition or which are credit impaired.

A significant increase in credit risk (‘SICR’) is verified according to the likelihood of default and this changes with respect to the date of originating the loan.

The Company considers that a significant increase in credit risk (‘SICR’) occurs when an asset is more than 30 days past due. Financial instruments are moved back to stage 1 once they no longer meet the criteria for a significant increase in credit risk. The Company defines a financial instrument as in default when the consumer is more than 90 days past due (stage 3). For more information please refer to note number 27.

The expected credit loss of consumer loans is calculated using three main components:

probability of default (‘PD’),

loss given default (‘LGD’), and

the exposure at default (‘EAD’).

 

Where:

Probability of default – determines the probability that the debtor will be unable to meet its obligation over a one year time horizon (using practical expedient allowed in IFRS9).

Loss Given Default – the percentage of loss over the total exposure when a debtor goes into default.

Exposure at Default –reflects the estimated value of credit exposure.

 

Due to the short-term nature of consumer loans, their fair value is considered to be the same as their carrying amount. Carrying amount of the consumer loans balance represents the maximum exposure to the credit risk.

Quality of the portfolio covered by the rating model:

Exposure credit risk by ratings as at 31.12.2021

Consumer loans, gross

Impairment of consumer loans

Consumer loans, net

 

A

20,098

(15)

20,083

1

B

52,751

(111)

52,640

 

C

87,796

(377)

87,419

 

D

82,008

(807)

81,201

 

E

61,529

(1,346)

60,183

 

F

34,435

(1,332)

33,103

 

G

19,659

(1,228)

18,431

 

H

6,825

(1,100)

5,725

 

Consumer loans as at 31.12.2021

365,101

(6,316)

358,785

 

 

 

 

 

 

Exposure credit risk by ratings as at 31.12.2020

Consumer loans, gross

Impairment of consumer loans

Consumer loans, net

 

A

-

-

-

1

B

434

(9)

425

 

C

3,497

(74)

3,423

 

D

17,294

(370)

16,924

 

E

19,130

(407)

18,723

 

F

10,290

(217)

10,073

 

G

2,445

(52)

2,393

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

H

12

(1)

11

 

Consumer loans as at 31.12.2020

53,102

(1,130)

51,972

 

 

 

 

 

 

The vast majority of the consumer loans as at 31 December 2021 and 31 December 2020 have been classified to Stage 1.

For the purposes of credit risk management, the Group uses an 8-grade alphanumeric rating scale from A to H. Rating categories A-C are low risk, categories D-F are moderate, and G-H reflect increased risk.

The existence of Covid-19 did not have any impact on consumer loans, payment terms, and expected credit losses.

 

31.3 Liquidity risk

Operations are financed from the Group’s own resources. The cash retained on bank accounts make it possible for the Group to settle its obligations as they arise in a timely manner.

Loans were received on 18 January 2017, upon a change of the Group owner in order to repay liabilities to the previous Group’s related entities, and to acquire intellectual property rights, including domains, trademarks and software. In May 2019 the loans balance was increased in order to partially fund a return of share capital to the ultimate shareholders. Due to the Group’s IPO in October 2020, leverage was reduced and equity was increased with proceeds from primary share issuance. As a result at 31 December 2021, the Group’s outstanding bank borrowings amounted to PLN 5,500,000 (in nominal amounts). Considering:

·       the generation of positive cash flows from operating activities,

·       the long-term nature of borrowings,

·       the balance of cash held, together with secured access to revolving credit facilities,

·       the current and long-term cash flow analysis.

the Management believes liquidity risk to be minimal for the Group during the next 12 months.

 

At 31 December 2021, the Group had access to an undrawn revolving borrowing facility of PLN 500,000, which remains undrawn and fully available at the date of these financial statements. Moreover in 2021 the Group entered to a bridge term loan financing agreement, through which the additional PLN 1,000,000 was made available for the purpose of the expected acquisition transaction of the Mall Group a.s. capital group and the logistics company WE|DO CZ s.r.o, which is subject only to receiving all required regulatory approvals. The additional facility has a 12 months availability period with a 6 months utilization period. The conclusion of the facility triggered the upfront fee in the amount of PLN 3,000.

Those resources were not utilized as the date of signing these financial statements and remained undrawn at the date of these financial statements.

A further PLN 500,000 of undrawn revolving credit facility was secured by the Group on 3 February 2022 (see note 36)

 

Liabilities by maturity, based on undiscounted contractual payments

 

31.12.2021

Trade and refund liabilities

Loans

Interest on loans

Lease liability

Liabilities related to business combinations

Derivative financial liabilities

Total

Less than 3 months

582,405

-

57,637

11,363

-

-

651,405

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

3 to 12 months

-

-

176,113

50,244

4,893

2,247,708

2,478,958

1 to 5 years

-

5,500,000

651,938

350,307

-

-

6,502,245

Total

582,405

5,500,000

885,688

411,914

4,893

2,247,708

9,632,608

 

 

 

 

 

 

 

 

31.12.2020

Trade and refund liabilities

Loans

Interest on loans

Lease liability

Written put option liabilities

Derivative financial liabilities

Total

Less than 3 months

393,307

-

33,362

7,170

-

 

433,839

3 to 12 months

-

-

101,938

20,737

-

 

122,675

1 to 5 years

-

5,500,000

406,271

70,899

3,893

97,298

6,078,361

Total

393,307

5,500,000

541,571

98,806

3,893

97,298

6,634,875

 

 

 

 

 

 

 

 

 

 

32. CAPITAL MANAGEMENT

The Group defines its capital as the equity from the consolidated statement of financial position.

The main purpose of capital management is to ensure the Group’s ability to continue as a going concern and to maintain safe capital ratios that would optimally support the operations of the Group and increase its shareholder value, bringing shareholders return on their investment, including dividend distributions.

The Group manages its capital structure and modifies it in response to changes in economic conditions. To maintain or correct the capital structure, the Group may repay capital to shareholders or issue new shares.

According to Senior facilities agreement signed by Adinan Midco, a member of the Group on 29 September 2020, the Group shall ensure Leverage in respect of any Relevant Period ending on test date on or after the first test date, shall not exceed a ratio indicated in the Agreement. Leverage is defined as net debt divided by Adjusted EBITDA for the preceding twelve months. As at 31 December 2021 and 31 December 2020 the Group did not violate any of the covenants indicated in the Agreement.

Since the refinancing process completed in the second part of 2020 net debt to equity ratio has been gradually decreasing. This was achieved mainly through stable cash generation profile as well as the lowering of the borrowings carrying value due to the improved leverage and debt margin.

The Group is expecting the gearing to remain fairly stable across the upcoming periods, subject to the potential completion of the probable acquisitions transactions.

The gearing ratios at 31 December 2021 and 31 December 2020 were as follows:

 

31.12.2021

31.12.2020

Borrowings

(5,366,298)

(5,437,800)

Lease liabilities

(251,142)

(73,266)

Cash and cash equivalents

1,957,241

1,185,060

Net debt

(3,660,199)

(4,326,006)

Total equity

9,454,065

8,089,596

Net debt to equity ratio

39%

53%

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

UNRECOGNISED ITEMS

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

33. CONTINGENT LIABILITIES

33.1 Guarantees granted to non-Group entities

The Group had guarantees which secure its lease agreements in the amount of PLN 3,738 at the end of 31 December 2021 and PLN 20,000 at the end of 31 December 2020.

 

33.2 Other

The President of the Office of Competition and Consumer Protection (the ‘UOKiK President’) is conducting four separate proceeding concerning Allegro.pl as at the date of these financial statements as described below:

Antitrust Proceedings Related to Alleged Abuse of a Dominant Position by Favoring Own Sales Activity on the Platform

On 6 December 2019, the UOKiK President commenced antitrust proceedings against Allegro.pl concerning the alleged abuse of a dominant position by Allegro.pl on the Polish market for online B2C intermediary sales services by favoring its own 1P retail sales activity on its platform.

If the UOKiK President is satisfied with Allegro.pl's responses, the proceedings will end. If the UOKiK President decides to pursue the case, he must issue a "statement of objections" justifying the charges and Allegro.pl will then have the right to respond. If the UOKiK President decides that Allegro.pl holds a dominant position and has abused it, he will issue an infringement decision, with or without a fine. If a fine were to be imposed, then in accordance with the Competition Act, it could be as high as 10% of the turnover of Allegro.pl in the financial year preceding the decision. The UOKiK President may also order the effects of the infringement to be remedied.

Proceedings Against Allegro.pl to Investigate Whether Allegro.pl's Terms and Conditions Contain Abusive Clauses

On 9 September 2020, the UOKiK President commenced a proceedings to investigate whether clauses used by Allegro.pl enabling it to change its terms and conditions (including in the general terms and conditions and in the SMART! terms and conditions) constitute abusive clauses with consumers.

If the UOKiK President recognizes any clauses as abusive, it would be expected to issue a decision prohibiting the use of such a clause in Allegro.pl's terms and conditions, with or without a fine. It might also request the Group to remedy the effects of the infringement. If a fine were to be imposed, then in accordance with the Competition Act, it could be as high as 10% of the turnover of Allegro.pl in the financial year preceding the decision for each of the clauses recognized as abusive. In past cases involving major Polish companies with the highest turnover levels that were found to use abusive clauses in their terms and conditions, fines have generally not exceeded 1% of the annual turnover of the company concerned for an abusive clause. If during the course of the investigation Allegro.pl offers adequate commitments to rectify the alleged infringement, in particular by amending the clauses under investigation, and/or to remedy the effects of the alleged infringement, the case may end with a commitment arrangement with the UOKiK President and no fine imposed.

Explanatory Proceedings Related to the Cooperation between Allegro.pl and Sellers

On 3 September 2020, the UOKiK President commenced an explanatory proceedings into Allegro.pl's rules of cooperation with sellers in order to determine whether Allegro.pl gains unjustified advantages at the expense of its clients.

These explanatory proceedings are a preliminary step that does not have to lead to the initiation of formal proceedings against Allegro.pl. If the UOKiK President decides to pursue the matters covered by these explanatory proceedings, he must open antitrust proceedings against Allegro.pl. If the UOKiK President decides that Allegro.pl's behavior was illegal, he will issue an infringement decision, with or without a fine, and may also order the effects of the infringement to be remedied. If a fine were to be imposed, then in accordance with the Competition Act, it could be as high as 10% of Allegro.pl's turnover

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

in the financial year preceding the infringement decision, for each infringement. If during the course of the investigation Allegro.pl offers adequate commitments to rectify the alleged infringement and/or to remedy its effects, the case may end with a commitment arrangement with the UOKiK President and no fine imposed.

Explanatory proceedings related to consumer reviews

On 22 December 2021 the UOKiK President commenced explanatory proceedings in the field of consumer protection related to: 1) conditions of presentation and moderation of consumer reviews published on the Allegro.pl platform and 2) conditions of providing sellers with the functionality that enables them to limit the possibility to purchase goods and services offered on the Allegro.pl platform for certain consumers.

These explanatory proceedings are a preliminary step that does not have to lead to the initiation of formal proceedings against Allegro.pl. If the UOKiK President decides to pursue the matters covered by the explanatory proceedings, he must open proceedings regarding either the violation of collective consumer interests or abusive clauses against Allegro.pl (the scope of the explanatory proceedings does not indicate a precise charge).

Explanatory proceedings related to eBilet procedure of tickets returns during COVID-19 pandemic

On 22 February 2021, eBilet received a formal notification that the UOKiK President has commenced explanatory proceedings in order to establish whether eBilet has infringed collective consumers’ interests. In the same document the UOKiK President included questions to eBilet related to its policy of ticket returns during COVID-19 pandemic, in particular proposing vouchers instead of cash refunds.

These explanatory proceedings are a preliminary step that does not have to lead to the initiation of formal proceedings against eBilet. If the UOKiK President decides to pursue the matters covered by these explanatory proceedings, he must open formal proceedings against eBilet.

Appeal against the UOKiK President's decision relating to Allegro.pl's alleged failure to provide in its terms and conditions a detailed description of the rules applicable to the blocking of a buyer's account(s) when the seller applies for a refund of the commission due to the buyer's fault

On 9 February 2016, the UOKiK President issued decision No. DDK 1/2016, stating that Allegro.pl infringed collective consumer interests by failing to provide in its terms and conditions a detailed description of the rules applicable to the blocking of a buyer's account(s) when the seller applies for a refund of the commission due to the buyer's fault. The UOKiK President, however, has not imposed any fine on Allegro.pl for this infringement.

Allegro.pl appealed against the decision of the UOKiK President to the Competition Court and subsequently to the Court of Appeal. The Court of Appeal in its judgment of 2 June 2021 upheld the initial decision. The decision is final. Allegro.pl no longer blocks a buyer's account(s) when the seller applies for the return of the commission due to the buyer's fault.

 

33.3 Accounting policies

In accordance with the principles applied by the Group and determined in IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”, contingent liabilities are understood as:

possible obligations which will arise as a result of past events, the existence of which will only be confirmed at the moment of occurrence or non-occurrence of uncertain future event(s) beyond the full control of the Group, or

current obligations that arise as a result of past events but are disclosed in the financial statements, because:

oit is unlikely that meeting the obligation will lead to the necessity of an outflow of funds embodying economic benefits, or

othe amount of the obligation (liability) cannot be valued reliably enough.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Contingent liabilities are not recognised in the consolidated statement of financial position, but information about them is disclosed in Notes, unless the probability of outflow of funds embodying economic benefits is remote.

 

34. ASSETS PLEDGED AS SECURITY

After the Group acceded to the Senior Term and Revolving Facilities Agreement and Second Lien Facility Agreement in 2017, pledges and security interest were established on the Group assets.

On September 29, 2020, the Group concluded a new Loan Agreement ("New Loan Agreement"), therefore pledges and security interest related to previous loan agreements were released and replaced by the following:

share pledge on the shares of Allegro.pl and Ceneo.pl represented in the consolidated financial statements as net assets in the amount of PLN 10,005,726;

registered pledge granted by Allego.pl and Ceneo.pl over key trademarks owned by Allegro.pl and Ceneo.pl, together with a Polish law power of attorney in respect of the Allegro.pl and Ceneo.pl key web domain in amount of PLN 1,024,762 (included in the net assets above);

a Polish law submission to enforcement by each of Allegro.pl and Ceneo.pl and Allegro.eu.

 

35. COMMITMENTS

Capital commitments

 

Intangible assets

As at 31 December 2021, the Group’s future contractual commitments for expenditure on intangible assets not recognized in the statement of financial position amounted to PLN 141,377 and were related to software development. Contractual commitments as at 31 December 2020 amounted to PLN 74,295.

 

Right-of-use assets

In 2021 the Group entered into various lease agreements for warehouse and offices which have not been recognized yet as lease liabilities as the relevant buildings are either still under constructionor undergoing fit-out. The expected total commitment for future lease payments related to these properties is at PLN 266,283 (31 December 2020: 333,582).

 

Execution of agreement to acquire Mall Group a.s. and WE|DO cz s.r.o.

(amounts below are provided in PLN and EUR)

On 4 November 2021, Allegro.pl entered into legally binding commitment to acquire 100% of shares in Mall Group a.s. (‘Mall Group’) and 100% of shares in WE|DO CZ s.r.o. (‘WE|DO’) from selling shareholders PPF, EC Investments, and Rockaway Capital. The shares in Mall Group and We|Do will be acquired for a combined price of EUR 881 million, based on a firm valuation of EUR 925 million adjusted for debt and debt-like items of EUR 44 million.

The valuation was determined using a lock-box mechanism with an effective date of 31 March, 2021. Based on the contractual arrangements the Group is obliged to refinance the gross indebtedness of the entities being acquired. In accordance with the information received from the selling shareholder, as at 31 March 2022, the gross indebtedness to be repaid by the Group is estimated at EUR 126 million. That represents the EUR 44 million initially adjusted in the acquisition price and the EUR 82 million of additional debt drawn between 31 March 2021 and the acquisition date.

The final price might be increased by a price adjustment of up to EUR 50 million based on specific short-term financial objectives. Mutual breakup fees of EUR 50 million were agreed pursuant to the share

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

purchase agreement. The transaction is subject to the customary antitrust and regulatory approvals and is expected to close in the first half of 2022.

The EUR 881 million price for the shares will be financed through a combination of ca. 53.7% cash consideration, financed with cash on hand and new debt, and a ca. 46.3% stock consideration, which the company may settle by issuing 33,649,039 new shares, representing 3.3% of Allegro.eu total issued capital, at an agreed price of PLN 55.98 per share, or with the equivalent value paid in cash at the Group’s discretion.

 

36. EVENTS OCCURRING AFTER THE REPORTING YEAR

 

Recommendation of the Board of Directors regarding the candidate for a new independent Director

The Board of Directors of the Allegro.eu resolved to submit to the approval of the forthcoming general meeting of the shareholders of the Company the appointment of Pedro Arnt as an independent director upon recommendation of the remuneration and nomination committee of the Company.

Pedro Arnt has been identified and nominated by the Remuneration and Nomination Committee as a suitable candidate for appointment by the general meeting of the Company. Pedro Arnt will meet the criteria set forth in the WSE Code of Best Practice and the protocol of the Remuneration and Nomination Committee and has expressed his consent to be appointed as an independent director of the Company.

 

Appointment of two members of the Management Board of Allegro.pl sp. z o.o.

On 8 February 2022 Alvise Favara and David Roberts were appointed as the members of the Management Board of Allegro.pl sp z o.o., a wholly owned indirect subsidiary of the Company, with the effective date of 1 March 2022.

Both Alvise Favara and David Roberts joined Allegro in January 2022 - Alvise as Allegro’s Chief Commercial Officer (CCO), and David as the Chief Technology and Product Officer (CTPO).

 

Facilitation of the subsequent option of financing of acquisition of Mall Group a.s. and WE|DO CZ s.r.o.

 

On 3 February 2022 the Group entered into the multi-currency Additional Revolving Credit Facility of PLN 500,000. The maturity date for the Additional Revolving Credit Facility is October 2025. The new agreement provides further means to potentially fund the acquisition of the Mall Group a.s. and WE|DO CZ s.r.o. as stipulated in the SPA and / or provide additional liquidity directly to those companies after an accession to the SFA as effectively new subsidiaries.





Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

Obraz 3

 

OTHER INFORMATION

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

37. RELATED PARTY TRANSACTIONS

 

Transactions with related parties referred to settlements of consulting and management services and loans granted. All transactions were entered into on an arm’s length basis. Transactions with Black Pines Capital Partners relate to consultancy services provided by a Key Group Manager.

The Group made the following related party transactions in the period ended 31 December 2021 and 31 December 2020:

Related party

01.01 - 31.12.2021

As at 31.12.2021

Revenues

Expenses

Financial income

Financial costs

Receivables

Payables

Loans granted

Associates:

 

 

 

 

 

 

 

Polskie Badania Internetu sp. z o.o.

-

368

-

-

-

28

-

Fundacja Allegro All For Planet

-

900

-

-

-

-

-

Other:

 

 

 

 

 

 

 

Alter Domus Luxembourg S.à r.l.

-

166

-

-

-

656

-

Culture Amp LTD

 

127

 

 

 

 

 

Total

-

1,561

-

-

-

684

-

 

Related party

01.01 - 31.12.2020

As at 31.12.2020

Revenues

Expenses

Financial income

Financial costs

Receivables

Payables

Loans granted

Shareholder:

 

 

 

 

 

 

 

Mepinan S.a r.l.

-

206

-

-

-

-

-

Cinven Partners LLP

-

1,013

-

-

-

-

-

Permira Advisers (London) Ltd

-

1,381

-

-

-

-

-

Management:

 

 

 

 

 

 

 

Loans granted

-

-

927

 

-

-

-

BlackPines Capital Partners Ltd

-

4,785

-

 

-

-

-

Associates:

 

 

 

 

 

 

 

Polskie Badania Internetu sp. z o.o.

-

253

-

-

-

23

-

Fundacja Allegro All For Planet

31

1,950

-

-

7

-

-

Other:

 

 

 

 

 

 

 

Alter Domus Luxembourg S.à r.l.

-

1,094

-

-

-

1,094

-

Culture Amp LTD

-

97

-

-

-

-

-

Total

31

10,779

927

-

7

1,117

-

 

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

38. EMPLOYMENT

The table below shows the number of employees as at the reporting date ended 31 December 2021 and 31 December 2020:

 

31.12.2021

31.12.2020

Contract of employment

3,613

2,721

Contractors (B2B), work agencies & outsourced service

1,235

568

Total

4,848

3,289

Number of total employees in 2020 has been retrospectively adjusted to include 130 temporary agency workers in the Błonie warehouse (previously excluded from the reported 3,159 headcount).

39. EMOLUMENTS OF THE MANAGEMENT

At the balance sheet date emoluments of the key management of the Group entities comprised:

 

 

31.12.2021

31.12.2020

Short-term employee benefits

17,341

22,360

Management Investment Plan

-

8,943

Share-based payment

5,699

-

Total

23,040

31,303

 

Total emoluments of the Group’s Key Management (Board of Directors and Senior Key Managers) include remuneration, benefits, severance costs, signing bonuses and the cost of the Allegro Incentive Program. Key Management of the Group comprises Board Members of the Parent and Board Members of the main operating companies, Allegro.pl and Ceneo.pl.

 

 

Management Investment Plan

-Description of the Management Investment Plan

The Management Investment Plan (‘MIP’) was established by the Ultimate Founding Owners of the Parent: Cinven, Permira and Mid Europa Partners to enable the Group’s Management (Group Key Management and other selected Managers) to co-invest in the Group while it was privately owned. The MIP ceased to operate once the Group became a public company at its IPO in October 2020. Management’s investments in the MIP were converted into New Ordinary Shares of the listed Parent based on the valuation established during the IPO book-building process of 43 zloty per New Ordinary Share and a total market capitalization of PLN 43,000,000 (see also note 28, Note to the Consolidated Statement of Changes in Equity).

Under the MIP, the Management participated indirectly through various classes of shares of Adiman SCSp and directly via type C and D shares issued by Adinan Super Topco S.à r.l. (currently: Allegro.eu). Managers paid the fair value of the issued shares at the grant date with difference to nominal value being paid to share premium.

Under the MIP, Managers were given loans to purchase part of their shares. Part of the loans were made on a non-recourse basis and part on a recourse basis. The managers were also entitled to participate in a ‘ratchet feature’ where, if upon an exit event (including an IPO) the Ultimate Founding Owners return amount was at least 3 times their initial investment amount, then Management’s B shares were entitled to a further amount of 1% of the Ultimate Founding Owners receipts.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

The goal of Ultimate Founding Owners was to achieve a successful exit at an unknown future date, either through IPO or other possible exit routes (e.g. sale of the Group). In all these cases the Ultimate Founding Owners had drag along and tag along rights towards the MIP participants, which hold an equity interest in the Allegro.eu Group. In case of leaving the MIP before exit, the leaver might partly lose entitlement to certain elements of the MIP depending on the reason of his or her departure.

As at 31 December 2021 and 31 December 2020 there were no non-recourse loans, recourse loans or ratchet features still outstanding with the Group’s managers as the MIP was settled and discontinued with the transfer of 71,448,853 Ordinary Shares to management upon the restructuring of the Share Capital (see note 28), from which 7,655,152 shares were sold in the IPO. All the holdings were subject to lockup agreement until October 2021.

 

-Accounting impact

In accordance with IFRS 2, the MIP was partially accounted for as equity-settled share-based payment transactions.

Part of the loans granted to the Group’s Key Management were made on a non-recourse basis, which gave rise to a benefit under IFRS 2 Share-Based Payment. The non-recourse loans together with the shares issued are considered as option under IFRS 2. It gives the party receiving the loan the right upon an exit event to choose not to repay the loan, but instead to relinquish their rights to the shares. Initially, the expected vesting period at the relevant grant date was either June or December 2021 and represented the assumed maturity date of the option at the grant date. The ratchet feature, which was granted to Group’s Key Management and selected other managers, was also valued under IFRS 2 at inception of the MIP. Together these two features of the MIP formed an incentive program (“Program”) under IFRS 2.

The benefits were valued at grant date and amortized over the expected vesting period, recognized in staff costs and as a corresponding increase in other reserve. As a result of IPO, the Program was exercised earlier than originally assumed. The total remaining value of the Program was recognized in Staff costs until the exit date in October 2020.

In 2020 the respective amount recognized through staff costs was PLN 52,191. In the light of IFRS 2, the non-recourse loans are technically not recognized as loans from an accounting perspective, therefore the nominal amounts of non-recourse loans and corresponding shares were being deducted from the Loans granted and Equity (i.e. from the share capital and capital reserve, respectively) during the lifetime of the program. The deduction was reversed at the expiration of the MIP in 2020.

 

Allegro Incentive Plan

Allegro Incentive Plan is a share based payment program introduced by the Group in 2020. Awards under the AIP may be granted in the form of Performance Share Units or Restricted Stock Units which give the participants a right to receive Shares without payment on completion of a vesting period. Performance Share Units are designed for the Key Directors of the Group.

The scheme was classified as an equity settled share-based incentive scheme and is recorded in staff costs and other reserves.

The detailed description on the AIP is presented in note number 28.3.

Obraz 3Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2021

All amounts expressed in PLN'000 unless indicated otherwise

40. AUDIT FEE

The table below presents the net fees of the PricewaterhouseCoopers audit due for the reporting period ended on 31 December 2021 on 31 December 2020 by type of service:

 

 

31.12.2021

31.12.2020

Statutory annual audit

1,559

1,228

Quarterly reviews

546

270

Issuance of comfort letters

-

2,524

Initial public offering support

-

2,405

Total

2,105

6,427

 

PwC non-audit fees charged in 2020 related mostly to services connected with the IPO. Auditors performed the assessment before commencing any non-audit services and none of the services impaired PwC’s independence. The most substantive services related to pre-IPO operations were:

audit of the Consolidated Financial Statements of Allegro.eu for the years 2017-2019

review of the Interim Condensed Consolidated Financial Statements for 6 months ended 30 June 2020 and 30 June 2019

professional services in relation to the issuance of comfort letters

review of Interim Condensed Consolidated Financial Statements for the three and nine month periods ended 30 September 2020

The above services are considered permissible under relevant EU, Luxembourg and Polish independence regulations. PwC confirmed independence to the Audit Committee during the 2020 audit and at the closing meeting on 1 March 2021. After Allegro.eu became a public entity, the only non-audit services in 2020 related to the review of the Interim Condensed Consolidated Financial Statements for the three and nine month periods ended 30 September 2020. This matter was a subject to the approval of the Audit Committee.