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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
Prepared in accordance
with International Financial Reporting Standards
as adopted by European Union
2
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Table of contents
3
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
4
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Approval of the Consolidated Financial Statements
On 10 April 2024, the Management Board of Cyfrowy Polsat S.A. approved the consolidated financial statements of Cyfrowy Polsat S.A. Capital Group prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which include:
Consolidated Income Statement for the period
from 1 January 2023 to 31 December 2023 showing a net profit for the period of:
PLN 311.6
Consolidated Statement of Comprehensive Income for the period
from 1 January 2023 to 31 December 2023 showing a total comprehensive income for the period of:
PLN 262.6
Consolidated Balance Sheet as at
31 December 2023 showing total assets and total equity and liabilities of:
PLN 37,176.7
Consolidated Cash Flow Statement for the period
from 1 January 2023 to 31 December 2023 showing a net increase in cash and cash equivalents amounting to:
PLN 2,512.9
Consolidated Statement of Changes in Equity for the period
from 1 January 2023 to 31 December 2023 showing an increase in equity of:
PLN 494.4
Notes to the Consolidated Financial Statements
The consolidated financial statements have been prepared in million of Polish zloty (‘PLN’) except where otherwise indicated.
Mirosław Błaszczyk
Maciej
Stec
Jacek Felczykowski
Aneta
Jaskólska
President of the
Management Board
Vice-President of the
Management Board
Member of the
Management Board
Member of the
Management Board
Agnieszka Odorowicz
Katarzyna
Ostap-Tomann
Member of the
Management Board
Member of the
Management Board
Warsaw, 10 April 2024
5
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Income Statement
for the year ended
Note
31 December 2023
31 December 2022
Continuing operations
Revenue
9
13,626.3
12,915.3
Operating costs
10
( 12,488.8 )
( 11,399.8 )
Gain on disposal of a subsidiary and an associate
41
219.7
153.2
Other operating income/(cost), net
( 45.6 )
( 26.5 )
Profit from operating activities
1,311.6
1,642.2
Gain/(loss) on investment activities, net
11
162.4
23.5
Finance costs, net
12
( 1,081.9 )
( 649.9 )
Share of the profit/(loss) of associates accounted for using the equity method
29.7
94.5
Gross profit for the period
421.8
1,110.3
Income tax
13
( 110.2 )
( 209.2 )
Net profit for the period
311.6
901.1
Net profit attributable to equity holders of the Parent
278.5
900.0
Net profit attributable to non-controlling interest
33.1
1.1
Basic earnings per share (in PLN)
15
0.57
1.62
Diluted earnings per share (in PLN)
15
0.57
1.62
6
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Comprehensive Income
for the year ended
31 December 2023
31 December 2022
Net profit for the period
311.6
901.1
Items that may not be reclassified subsequently to profit or loss:
Actuarial gain/(loss)
( 2.6 )
2.9
Items that may be reclassified subsequently to profit or loss:
Valuation of hedging instruments
( 23.3 )
9.2
Share of other comprehensive income of subsidiaries and associates
( 23.1 )
23.7
Other comprehensive income/(loss), net of tax
( 49.0 )
35.8
Total comprehensive income for the period
262.6
936.9
Total comprehensive income attributable to equity holders of the Parent
234.4
934.6
Total comprehensive income attributable to non- controlling interest
28.2
2.3
7
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Balance Sheet - Assets
Note
31 December 2023
31 December 2022
Property, plant and equipment
16
6,494.3
3,882.9
Goodwill
17
10,980.2
10,818.1
Customer relationships
20
300.2
643.7
Brands
18
1,979.7
2,060.9
Other intangible assets
20
4,835.8
3,340.6
Right-of-use assets
21
644.6
527.0
Non-current programming assets
22
304.8
501.8
Investment property
23
700.0
647.0
Non-current deferred distribution fees
24
85.0
79.8
Non-current trade receivables
25
968.1
930.0
Non-current loans granted
26
10.9
325.6
Other non-current assets, includes:
25
702.8
1,918.0
shares in associates and joint ventures accounted for using the equity method
10.1
1,884.2
shares in third parties valued in fair value through profit or loss
615.9
1.6
derivative instruments
42
35.2
17.4
Deferred tax assets
13
142.8
99.9
Total non-current assets
28,149.2
25,775.3
Current programming assets
22
678.2
699.2
Contract assets
27
349.0
362.9
Inventories
28
1,215.6
1,162.4
Trade and other receivables
29
2,947.1
2,751.3
Current loans granted
26
116.2
250.5
Income tax receivable
20.0
5.0
Current deferred distribution fees
24
227.4
217.3
Other current assets, includes:
30
139.7
137.2
derivative instruments
42
21.6
63.9
Cash and cash equivalents
31
3,306.0
808.5
Restricted cash
31
19.7
9.3
Total current assets
9,018.9
6,403.6
Assets held for sale, includes:
50
8.6
127.7
cash and cash equivalents
1.2
-
Total assets
37,176.7
32,306.6
8
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Balance Sheet - Equity and Liabilities
Note
31 December 2023
31 December 2022
Share capital
32
25.6
25.6
Share premium
32
7,174.0
7,174.0
Share of other comprehensive income of associates
-
51.9
Other reserves
32
2,752.8
2,815.9
Retained earnings
8,334.1
8,057.6
Treasury shares
32
( 2,854.7 )
( 2,854.7 )
Equity attributable to equity holders of the Parent
15,431.8
15,270.3
Non-controlling interests
32
873.4
540.5
Total equity
16,305.2
15,810.8
Loans and borrowings
34
9,534.3
6,624.8
Issued bonds
35
3,955.4
1,900.4
Lease liabilities
36
444.6
345.6
Deferred tax liabilities
13
1,035.0
978.7
Other non-current liabilities and provisions, includes:
38
385.6
330.9
derivative instruments
42
24.0
4.3
Total non-current liabilities
15,354.9
10,180.4
Loans and borrowings
34
1,069.7
1,512.6
Issued bonds
35
393.7
176.0
Lease liabilities
36
166.2
178.6
Contract liabilities
682.2
606.8
Trade and other payables, includes:
39
3,172.6
3,767.1
derivative instruments
42
20.2
2.1
Income tax liability
13
31.4
74.3
Total current liabilities
5,515.8
6,315.4
Liabilities held for sale
0.8
-
Total liabilities
20,871.5
16,495.8
Total equity and liabilities
37,176.7
32,306.6
9
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Cash Flow Statement
for the year ended
Note
31 December 2023
31 December 2022
Net profit
311.6
901.1
Adjustments for:
2,316.6
2,072.4
Depreciation, amortization, impairment and liquidation
10
1,919.6
1,829.0
Payments for film licenses and sports rights
( 654.0 )
( 587.1 )
Amortization of film licenses and sports rights
660.5
668.6
Interest expense
1,078.2
660.6
Change in inventories
150.1
( 82.5 )
Change in receivables and other assets
( 32.1 )
( 13.3 )
Change in liabilities and provisions
( 268.5 )
( 224.2 )
Change in contract assets
13.9
55.1
Change in contract liabilities
( 38.0 )
( 48.1 )
Foreign exchange (gains)/losses, net
( 119.8 )
14.6
Income tax
110.2
209.2
Net additions of reception equipment
( 145.8 )
( 113.1 )
Share of the profit of associates accounted for using the equity method
( 29.7 )
( 94.5 )
Gain on disposal of a subsidiary and an associate
41
( 219.7 )
( 153.2 )
Premium for early redemption of bonds
10.1
-
Cumulative catch-up
( 20.8 )
-
One-time loans repayment
20.8
-
Valuation of hedging instruments
( 28.8 )
11.4
(Profit)/loss on derivatives, net
6.7
( 71.7 )
Other adjustments
( 96.3 )
11.6
Cash from operating activities
2,628.2
2,973.5
Income tax paid
( 342.1 )
( 1,278.4 )
Interest received from operating activities
106.3
66.6
Net cash from operating activities
2,392.4
1,761.7
10
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Acquisition of property, plant and equipment
( 1,289.4 )
( 776.9 )
Acquisition of intangible assets
( 312.5 )
( 337.5 )
Concessions payments
( 1,345.9 )
( 514.0 )
Acquisition of subsidiaries, net of cash acquired
40, 50
( 84.9 )
( 266.5 )
Acquisition of shares in associates
41
-
( 4.9 )
Capital increase in an associate
-
( 473.8 )
Proceeds from disposal of a subsidiary and an associate
913.8
757.4
Proceeds from sale of property, plant and equipment
26.2
78.2
Loans granted
( 343.4 )
( 686.9 )
Repayment of loans granted
133.0
272.5
Acquisition of bonds
( 20.0 )
-
Bonds redemption with interest
22.0
-
Dividends received from associate
73.8
64.0
Other inflows/(outflows)
11.6
11.8
Net cash from/(used in) investing activities
( 2,215.7 )
( 1,876.6 )
Bonds issue (1)
2,145.3
-
Loans and borrowings inflows
34
3,885.1
141.2
Repayment of loans and borrowings
34
( 2,327.0 )
( 1,045.1 )
Payment of interest on loans, borrowings, bonds, and commissions (2)
( 1,203.3 )
( 616.9 )
Payment of lease liabilities
36
( 195.5 )
( 196.4 )
Payment of interest on lease liabilities
36
( 27.4 )
( 20.2 )
Dividend payment of the Parent Company
-
( 660.8 )
Hedging instrument effect
60.8
109.4
Acquisition of treasury shares (3)
-
( 393.9 )
Other outflows
( 1.8 )
( 23.0 )
Net cash from/(used in) financing activities
2,336.2
( 2,705.7 )
Net increase/(decrease) in cash and cash equivalents
2,512.9
( 2,820.6 )
Cash and cash equivalents at the beginning of the period
817.8 (4)
3,644.3 (5)
Effect of exchange rate fluctuations on cash and cash equivalents
( 3.8 )
( 5.9 )
Transfer to assets held for sale
( 1.2 )
-
Cash and cash equivalents at the end of the period
3,325.7 (6)
817.8 (4)
(1) Value of bonds issue reduced by bond interest and early redemption premium settled in conversion
(2) Includes amount paid for costs related to the new financing
(3) Includes amount paid for costs related to acquisition of treasury shares
(4) Includes restricted cash amounting to PLN 9.3
(5) Includes restricted cash amounting to PLN 11.9
(6) Includes restricted cash amounting to PLN 19.7
11
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2023
Share capital
Share premium
Share of other comprehensive income of associates
Other reserves
Retained earnings (1)
Treasury shares
Equity attributable to equity holders of the Parent
Non- controlling interests
Total
equity
Balance as at 1 January 2023
25.6
7,174.0
51.9
2,815.9
8,057.6
( 2,854.7 )
15,270.3
540.5
15,810.8
Dividend approved and share of profits
-
-
-
-
( 2.0 )
-
( 2.0 )
( 9.3 )
( 11.3 )
Increase in capital of subsidiaries
-
-
-
-
-
-
-
1.6
1.6
Option valuation
-
-
-
( 39.5 )
-
-
( 39.5 )
-
( 39.5 )
Acquisition/disposal of subsidiaries/associates
-
-
( 39.4 )
8.0
-
-
( 31.4 )
312.4
281.0
Total comprehensive income/(loss)
-
-
( 12.5 )
( 31.6 )
278.5
-
234.4
28.2
262.6
Hedge valuation reserve
-
-
-
( 23.3 )
-
-
( 23.3 )
-
( 23.3 )
Share of other comprehensive income of subsidiaries and associates
-
-
( 12.5 )
( 5.7 )
-
-
( 18.2 )
( 4.9 )
( 23.1 )
Actuarial gains/(losses)
-
-
-
( 2.6 )
-
-
( 2.6 )
-
( 2.6 )
Net profit for the period
-
-
-
-
278.5
-
278.5
33.1
311.6
Balance as at 31 December 2023
25.6
7,174.0
-
2,752.8
8,334.1
( 2,854.7 )
15,431.8
873.4
16,305.2
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. As at 31 December 2023 the capital excluded from distribution amounts to PLN 8.5
12
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Share capital
Share premium
Share of other comprehensive income of associates
Other reserves
Retained earnings (1)
Treasury shares
Equity attributable to equity holders of the Parent
Non- controlling interests
Total
equity
Balance as at 1 January 2022
25.6
7,174.0
32.1
2,801.3
7,823.6
( 2,461.0 )
15,395.6
( 11.0 )
15,384.6
Dividend approved and share of profits
-
-
-
-
( 660.8 )
-
( 660.8 )
( 4.4 )
( 665.2 )
Acquisition of treasury shares
-
-
-
( 0.2 )
-
( 393.7 )
( 393.9 )
-
( 393.9 )
Acquisition of subsidiaries
-
-
-
-
( 5.2 )
-
( 5.2 )
553.6
548.4
Total comprehensive income
-
-
19.8
14.8
900.0
-
934.6
2.3
936.9
Hedge valuation reserve
-
-
-
9.2
-
-
9.2
-
9.2
Share of other comprehensive income of subsidiaries and associates
-
-
19.8
2.7
-
-
22.5
1.2
23.7
Actuarial profits/(losses)
-
-
-
2.9
-
-
2.9
-
2.9
Net profit for the period
-
-
-
-
900.0
-
900.0
1.1
901.1
Balance as at 31 December 2022
25.6
7,174.0
51.9
2,815.9
8,057.6
( 2,854.7 )
15,270.3
540.5
15,810.8
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. As at 31 December 2022 the capital excluded from distribution amounts to PLN 8.5.
13
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Notes to the Consolidated Financial Statements for the year ended 31 December 2023
General information
Name of reporting entity or other means of identification:
Cyfrowy Polsat S.A.
Domicile of entity:
Poland
Legal form of entity:
joint stock company
Country of incorporation:
Poland
Address of entity's registered office:
Łubinowa 4a, 03-878 Warsaw
Principal place of business:
Poland
1. The Parent Company
Cyfrowy Polsat S.A. (‘the Company’, ‘Cyfrowy Polsat’, ‘the Parent Company’, ‘the Parent’) was incorporated in Poland as a joint stock company. The Company’s shares are traded on the Warsaw Stock Exchange. The Parent Company’s registered office is located at 4a, Łubinowa Street in Warsaw.
The Parent operates in Poland as a provider of a paid digital satellite platform under the name of ‘Polsat Box’ and paid digital terrestrial television as well as telecommunication services provider.
The Company was incorporated under the Notary Deed dated 30 October 1996.
These consolidated financial statements comprise the Parent and its subsidiaries (‘the Group’) and joint ventures. The Group operates in four segments:
• B2C and B2B services which relates mainly to the provision of services to the general public, including digital television transmission signal, Internet access services, mobile TV services, online TV services, mobile services, production of set-top boxes,
• media which consist mainly of production, acquisition and broadcasting of information and entertainment programs as well as TV series and feature films broadcasted on television channels in Poland,
• real estate segment, which mainly includes the implementation of construction projects as well as the sale, rental and management of own or leased real estate,
•green energy segment, which mainly includes production and sale of energy from renewable sources, construction of a complete hydrogen-based value chain as well as investments in projects focused on the production of energy from photovoltaics and wind farms.
2.Composition of the Management Board of the Company
• Mirosław Błaszczyk President of the Management Board,
• Maciej Stec Vice-President of the Management Board,
• Jacek Felczykowski Member of the Management Board,
• Aneta Jaskólska Member of the Management Board,
• Agnieszka Odorowicz Member of the Management Board,
•Katarzyna Ostap-TomannMember of the Management Board.
14
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
3.Composition of the Supervisory Board of the Company
Composition of the Supervisory Board from 19 July 2023:
• Zygmunt Solorz Chairman of the Supervisory Board,
• Tobias Solorz Vice-Chairman of the Supervisory Board,
• Piotr Żak Vice-Chairman of the Supervisory Board,
• Józef Birka Member of the Supervisory Board,
• Jarosław Grzesiak Member of the Supervisory Board,
• Marek Grzybowski Member of the Supervisory Board,
• Alojzy Nowak Member of the Supervisory Board,
• Tomasz Szeląg Member of the Supervisory Board.
Composition of the Supervisory Board to 19 July 2023:
• Zygmunt Solorz Chairman of the Supervisory Board,
• Marek Kapuściński Vice-Chairman of the Supervisory Board (until 31 May 2023),
• Józef Birka Member of the Supervisory Board,
• Jarosław Grzesiak Member of the Supervisory Board,
• Marek Grzybowski Member of the Supervisory Board,
• Alojzy Nowak Member of the Supervisory Board,
• Tobias Solorz Member of the Supervisory Board,
• Tomasz Szeląg Member of the Supervisory Board,
•Piotr ŻakMember of the Supervisory Board.
4.Basis of preparation of the consolidated financial statements
Statement of compliance
These consolidated financial statements for the year ended 31 December 2023 have been prepared in accordance with the International Financial Reporting Standards as adopted by the EU (IFRS EU). The Group applied the same accounting policies in the preparation of the financial data for the year ended 31 December 2023 and the consolidated financial statements for the year 2022, presented in the consolidated annual report, except for the EU-endorsed standards and interpretations which are effective for the reporting periods beginning on or after 1 January 2023.
During the year ended 31 December 2023 the following become effective:
• IFRS 17 Insurance Contracts and Amendments to IFRS 17,
• Amendments to IFSR 17 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information,
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Board guidelines: Disclosure of Accounting policies,
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates,
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction,
• Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules.
15
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Amendments and interpretations that apply for the first time in 2023 do not have a material impact on the consolidated financial statements of the Group.
Standards published but not yet effective:
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback Transactions,
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current,
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements,
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.
The Group has not early adopted the new or amended standards in preparing these consolidated financial statements.
The Group is currently analyzing the impact of the published standards that have not entered into force and believes that, apart from additional disclosures, they should not have a significant impact on the consolidated financial statements.
5.Group structure
These consolidated financial statements for the year ended 31 December 2023 include the following entities:
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Parent Company:
Cyfrowy Polsat S.A.
Łubinowa 4a,
03-878 Warsaw
radio, TV and telecommunication activities
n/a
n/a
Subsidiaries accounted for using full method:
Telewizja Polsat
Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
television broadcasting and production
100%
100%
Polsat Media Sp. z o.o. (formerly Polsat Media Biuro Reklamy Sp. z o.o. Sp.k.) (a)
Ostrobramska 77,
04-175 Warsaw
media
100%
100%
Polsat License Ltd.
Alte Landstrasse 17, 8863 Buttikon, Switzerland
media
100%
100%
Polsat Media Biuro Reklamy Sp. z o.o. (m)
Ostrobramska 77, 04-175 Warsaw
media
- (m)
100%
Polsat Investments Ltd.
3, Krinou Agios Athanasios, 4103
Limassol, Cyprus
media
100%
100%
Polsat Ltd.
238A King Street,
W6 0RF London,
United Kingdom
media
100%
100%
16
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
naEKRANIE.pl Sp. z o.o. (g)
Fabryczna 5a,
00-446 Warsaw
media
60%
-
4FUN Sp. z o.o. (h)
Fabryczna 5a,
00-446 Warsaw
media
60%
-
Muzo.fm Sp. z o.o.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
media
100%
100%
INFO-TV-FM Sp. z o.o.
Łubinowa 4a,
03-878 Warsaw
radio and TV activities
100%
100%
CPSPV1 Sp. z o.o.
Łubinowa 4a, 03-878 Warsaw
technical services
100%
100%
CPSPV2 Sp. z o.o.
Łubinowa 4a,
03-878 Warsaw
technical services
100%
100%
Polkomtel Sp. z o.o.
Konstruktorska 4, 02-673 Warsaw
telecommunication activities
100%
100%
Liberty Poland S.A.
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
telecommunication activities
100%
100%
Polkomtel Business Development Sp. z o.o.
Konstruktorska 4, 02-673 Warsaw
other activities supporting financial services, gaseous fuels trading activities
100%
100%
TM Rental Sp. z o.o. (d)
Konstruktorska 4, 02-673 Warsaw
intelectual property rights rental
- (d)
100%
Orsen Holding Ltd.
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
100%
100%
Orsen Ltd.
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
100%
100%
Dwa Sp. z o.o.
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
holding activities
100%
100%
17
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
Interphone Service Sp. z o.o.
Inwestorów 8,
39-300 Mielec
production of set- top boxes
100%
100%
Teleaudio Dwa Sp. z o.o. Sp.k.
Al. Stanów Zjednoczonych 61, 04-028 Warsaw
call center and premium rate services
100%
100%
IB 1 FIZAN
Mokotowska 49,
00-542 Warsaw
financial activities
**
**
Sferia S.A.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
telecommunication activities
51%
51%
Altalog Sp. z o.o.
Al. Stanów Zjednoczonych 61A, 04-028 Warsaw
software
66%
66%
Plus Flota Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
management and rental services
100%
100%
Music TV Sp. z o.o. (y)
Ostrobramska 77,
04-175 Warsaw
media
- (y)
100%
Polo TV Sp. z o.o. (y)
Ostrobramska 77,
04-175 Warsaw
media
- (y)
100%
Netia S.A.
Poleczki 13,
02-822 Warsaw
telecommunication activities
100%
100%
Netia 2 Sp. z o.o.
Poleczki 13,
02-822 Warsaw
telecommunication activities
100%
100%
TK Telekom Sp. z o.o.
Kijowska 10/12A,
03-743 Warsaw
telecommunication activities
100%
100%
Petrotel Sp. z o.o.
Chemików 7,
09-411 Płock
telecommunication activities
100%
100%
Eleven Sports Network Sp. z o.o. (j)
Plac Europejski 2,
00-844 Warsaw
media
100%
99.99%
Superstacja (y) Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
medi a
- (y)
100%
Netshare Media Group Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
advertising activities
100%
100%
TVO Sp. z o.o.
Kielecka 5,
81-303 Gdynia
retail sales
75.96%
75.96%
Plus Finanse Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
other monetary intermediation
100%
100%
18
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
Plus Pay Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
monetary intermediation
100%
100%
Esoleo Sp. z o.o.
Al. Wyścigowa 6,
02-681 Warsaw
technical services
51.25%
51.25%
Alledo Express Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
rental services
51.25%
51.25%
Alledo Parts Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
wholesale
51.25%
51.25%
Alledo Parts Sp. z o.o. Sp.k.
Broniwoja 3/85,
02-655 Warsaw
wholesale
51.25%
51.25%
Alledo Setup Sp. z o.o.
Broniwoja 3/85,
02-655 Warsaw
technical services
51.25%
51.25%
Alledo Setup Sp. z o.o. Sp.k.
Broniwoja 3/85,
02-655 Warsaw
technical services
51.25%
51.25%
Grupa Interia.pl Sp. z o.o.
Os. Teatralne 9a,
31-946 Cracow
holding activities
100%
100%
Interia.pl Sp. z o.o. (formerly Grupa Interia.pl Media
Sp. z o.o. Sp.k.) (b)
Os. Teatralne 9a,
31-946 Cracow
web portals activities
100%
100%
Grupa Interia.pl
Sp. z o.o. Sp.k. (i)
Os. Teatralne 9a,
31-946 Cracow
web portals activities
- (i)
100%
Mobiem Polska in liquidation Sp. z o.o. (x)
Fabryczna 5a,
00-446 Warsaw
holding activities
100%
100%
Mobiem Sp. z o.o. (formerly Mobiem Polska
Sp. z o.o. Sp.k. ) (o)
Fabryczna 5a,
00-446 Warsaw
advertising activities
100%
100%
TV Spektrum Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
Media
100%
100%
Polot Media Sp. z o.o.
Ludwika
Solskiego 55,
52-401 Wroclaw
consulting
60%
60%
Polot Media Sp. z o.o. Sp.k.
Ludwika
Solskiego 55,
52-401 Wroclaw
movie and TV production
60%
60%
19
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
BCAST Sp. z o.o.
Rakowiecka 41/21,
02-521 Warsaw
telecommunication activities
70.02%
70.02%
Polsat Talenty Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
cooperation with artists and presenters
100%
100%
Premium Mobile Sp. z o.o.
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
telecommunication activities
100%
100%
Visignio Sp. z o.o. (t)
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
sales network management
- (t)
100%
Saveadvisor
Sp. z o.o.
Warszawska 18,
35-205 Rzeszów
call center services
100%
100%
Logitus Sp. z o.o. (c)
Orzechowa 5,
80-175 Gdańsk
wired communication
- (c)
100%
Stork 5 Sp. z o.o.
Łubinowa 4A,
03-878 Warsaw
holding activities
100%
100%
Swan 5 Sp. z o.o.
Łubinowa 4A,
03-878 Warsaw
agricultural activities
100%
100%
Vindix S.A.
Al. Stanów
Zjednoczonych 61A,
04-028 Warsaw
other financial
services
100%
100%
Vindix Investments
Sp. z o.o.
Al. Stanów
Zjednoczonych 61A,
04-028 Warsaw
other financial
services
100%
100%
Direct Collection
Sp. z o.o.
Al. Stanów
Zjednoczonych 61A,
04-028 Warsaw
other financial
services
100%
100%
Vindix Sp. z o.o.
Heroiv UPA 73 ż,
79018, Lviv
call center
services
100%
100%
Vindix NSFIZ
Mokotowska 49,
00-542 Warsaw
financial services
**
**
20
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
Mag7soft Sp. z o.o.
Al. Stanów
Zjednoczonych 61A,
04-028 Warsaw
software activities
100%
100%
Centrum Szkolenia i
Zarządzania
Nieruchomościami
Sp. z o.o. (k)
Zwierzyniecka 18,
60-814 Poznań
real estate
services
- (k)
100%
Port Praski
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
66.94%
66.94%
Port Praski Inwestycje Sp. z o.o. (l)
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
- (l)
66.94%
Port Praski Nowe Inwestycje Sp. z o.o.
Krowia 6,
03-711 Warsaw
real estate
management
66.94%
66.94%
Port Praski Sp. z o.o.
Białystok Sp.k. (p)
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
- (p)
66.94%
Port Praski Office
Park Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski City
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski City III
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski City IV
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski
Sp. z o.o. S.K.A.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski Education Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski Doki
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
21
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
Port Praski Doki II
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski Media Park Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski II
Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
77.52%
45.52%
Port Praski Hotel
Sp. z o.o.
Krowia 6,
03-711 Warsaw
hotel services
77.52%
45.52%
Pantanomo Limited (f)
3 KRINOU,
Limassol 4103,
Cyprus
holding activities
77.52%
45.52%
Laris Investments
Sp. z o.o.
Pańska 77/79,
00-834 Warsaw
real estate rental
66.94%
66.94%
Laris Development
Sp. z o.o.
Pańska 77/79,
00-834 Warsaw
implementation of
construction
projects
66.94%
66.94%
Laris Technologies
Sp. z o.o.
Pańska 77/79,
00-834 Warsaw
property rental and
management
66.94%
66.94%
SPV Baletowa
Sp. z o.o.
Pańska 77/79,
00-834 Warsaw
implementation of
construction
projects
66.94%
66.94%
Megadex Development Sp. z o.o.
Gdańska 14/1,
01-691 Warsaw
property rental and
management
66.94%
66.94%
Megadex Expo
Sp. z o.o.
Adama
Mickiewicza 63,
01-625 Warsaw
property rental and
management
66.94%
66.94%
Centrum Zdrowia i Relaksu Verano
Sp. z o.o.
Sikorskiego 8,
78-100 Kołobrzeg
hotel services
66.94%
66.94%
Turystyka Zdrowotna Verano Plus
Sp. z o.o. (s)
Sikorskiego 8A,
78-100 Kołobrzeg
catering services
- (s)
66.94%
Enterpol Sp. z o.o.
Braci Wieniawskich 5, 20-844 Lublin
telecommunication
activities
100%
100%
Oktawave S.A.
ul. Poleczki 13,
02-822 Warsaw
website
management
100%
100%
22
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
Antyweb Sp. z o.o. (u)
Sarmacka 12C/14,
02-972 Warsaw
web portal activities
79.88%
70%
PAK-Polska Czysta Energia Sp. z o.o.
Kazimierska 45,
62-510 Konin
holding
activity
50.5%
- (e)
Great Wind Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PAK-PCE Farma Wiatrowa Okonek
Sp. z o.o.
Kazimierska 45,
62-510 Konin
holding
activity
50.5%
-
PAK-PCE Farma Wiatrowa Jastrowie
Sp. z o.o.
Kazimierska 45,
62-510 Konin
holding
activity
50.5%
-
Eviva Lębork
Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Eviva Drzeżewo
Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Mese Sp. z o.o.
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
movie and TV production
55.45%
-
PCE OZE 1 Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PCE OZE 2 Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PCE OZE 3 Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PCE OZE 4 Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PCE OZE 6 Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Exion Hydrogen Polskie Elektrolizery Sp. z o.o.
Ku Ujściu 19,
80-701 Gdańsk
manufacture of electrical equipment
50.4%
-
Exion Hydrogen Belgium BV
Slachthuisstraat 120, bus 12,
2300 Turnhout
Belgium
manufacture of electrical equipment
50.4%
-
PAK-PCE Fotowoltaika
Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
23
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Subsidiaries accounted for using full method (cont.):
PAK-Volt S.A.
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
trade of electricity
50.5%
-
PG Hydrogen
Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
manufacrture of engines and turibinas
26.26%
-
PAK-PCE Biopaliwa i Wodór Sp. z o.o.
Przemysłowa 158,
62-510 Konin
production of electricity
50.5%
-
PAK-PCE Wiatr Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
PAK-PCE Polski Autobus Wodorowy Sp. z o.o.
Kazimierska 45,
62-510 Konin
manufacture of buses
50.5%
-
PAK-PCE Stacje H2 Sp. z o.o.
Kazimierska 45,
62-510 Konin
retail of hydrogen
50.5%
-
Farma Wiatrowa Przyrów Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Elektrownie Wiatrowe Dobra
Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Farma Wiatrowa Kazimierz Biskupi
Sp. z o.o.
Kazimierska 45,
62-510 Konin
production of electricity
50.5%
-
Park Wiatrowy Pałczyn 1 Sp. z o.o.
Al. Wojska
Polskiego 68,
70-479 Szczecin
production of electricity
50.5%
-
Muzo Media
Sp. z o.o. (n,w)
Ostrobramska 77,
04-175 Warsaw
movie and TV production
- (n,w)
-
Port Praski Medical Center Sp. z o.o. (r)
Postępu 14,
02-676 Warsaw
implementation of
construction
projects
77.52%
22.76%
Port Praski City II
Sp. z o.o. (r)
Postępu 14,
02-676 Warsaw
implementation of
construction
projects
77.52%
22.76%
* including direct and indirect shares
** Cyfrowy Polsat S.A. indirectly holds 100% of certificates
(a) On 2 January 2023 Polsat Media Sp. z o.o. was registered. The Company was established as a result of the transformation from Polsat Media Biuro Reklamy Sp. z o.o. Sp.k
(b) On 2 January 2023 Interia.pl Sp. z o.o. was registered. The Company was established as a result of transformation from Grupa Interia.pl Media Sp. z o.o. Sp.k
(c) On 2 January 2023 merger of Netia S.A. (acquiring company) with Logitus Sp. z o.o. (acquired company) was registered
(d) On 31 May 2023 merger of Polkomtel Sp. z o.o. (acquiring company) with TM Rental Sp. z o.o. (acquired company) was registered
(e) On 3 July 2023 Cyfrowy Polsat acquired additional 10.1% shares and obtained control over PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (“PAK-PCE Group”)
(f) On 3 July 2023 Cyfrowy Polsat acquired 32% shares in Pantanomo Limited
(g) On 20 July 2023 Polsat Investments Ltd. acqiured 60.0% of shares in naEKRANIE.pl Sp. z o.o.
24
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
(h) On 21 July 2023 Polsat Investments Ltd. acqiured 60.0% of shares in 4FUN Sp. z o.o
(i) On 31 July 2023 merger of Interia.pl Sp. z o.o. (formerly Grupa Interia.pl Media Sp. z o.o. Sp.k.) (acquiring company) with Grupa Interia.pl Sp. z o.o. Sp.k. (acquired company) was registred
(j) As of 31 July 2023 Telewizja Polsat Sp. z o.o. holds 100% shares in Eleven Sports Network Sp. z o.o.(previously owned 99.99%)
(k) On 2 August 2023 Polkomtel Sp. z o.o. sold 100% of shares in Centrum Szkolenia i Zarządzania Nieruchomościami Sp. z o.o. to Embud 2 Sp. z o.o. S.K.A.(company subsidiary)
(l) On 17 August 2023 merger of Port Praski Sp. z o.o. (acquiring company) with Port Praski Inwestycje Sp. z o.o. (acquired company) was registered
(m) On 31 August 2023 merger of Telewizja Polsat Sp. z o.o. (acquiring company) Polsat Media Biuro Reklamy Sp. z o.o. (acquired company) was registred
(n) On 31 August 2023 Muzo Media Sp. z o.o. was registred
(o) On 1 September 2023 Mobiem Sp. z o.o. was registred. The Company was established as a result of the transformation from Mobiem Polska Sp. z o.o. Sp.k
(p) On 4 September 2023 Port Praski Sp. z o.o. Białystok Sp. k. was removed from the National Court Register
(r) On 4 October 2023 Pantanomo Limited acquired 50% of shares in Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. (a sa result Pantanomo Limited has 100% of shares in Port Praski City II Sp. z o.o. and 100% of shares in Port Praski Medical Center Sp. z o.o.) from HB Reavis Holding CZ a.s
(s) On 8 November 2023 merger of Centrum Zdrowia i Relaksu Verano Sp. z o.o. (acquiring company) with Turystyka Zdrowotna Verano Plus Sp. z o.o. (acquiried company) was registered
(t) On 1 December 2023 merger of Premium Mobile Sp. z o.o. (acquiring company) with Visignio Sp. z o.o. (acquiried company) was registered
(u) On 8 December 2023 Interia.pl Sp. z o.o. (formerly Grupa Interia.pl Sp. z o.o.) acquiered 9.88% of shares Antyweb Sp. z o.o. After transaction Interia.pl Sp. z o.o. helds 79,88% of shares in Antyweb Sp. z o.o.
(w) On 19 December 2023 merger of Telewizja Polsat Sp. z o.o. (acquiring company) with Muzo Media Sp. z o.o. (acquiried company) was registered
(x) On 19 December 2023 the suspension of the activities of Mobiem Polska Sp. z o.o. was registered. On 17 January 2024, the court registered the opening of the company's liquidation
(y) On 20 December 2023 merger of TV Spektrum Sp. z o.o. (acquiring company) with companies: Polo TV Sp. z o.o., Music TV Sp. z o.o. and Superstacja Sp. z o.o. (acquired companies) was registered
Investments accounted for under the equity method:
Share in voting rights (%)*
Entity’s registered office
Activity
31 December 2023
31 December 2022
Polsat JimJam Ltd. (a)
33 Broadwick Street Soho London W1F 0DQ,
United Kingdom
media
- (a)
50%
Polski Operator
Telewizyjny Sp. z o.o.
Wiertnicza 166,
02-952 Warsaw
technical services
50%
50%
Asseco Poland S.A. (c)
Olchowa 14,
35-322 Rzeszów
software activities
- (c)
22.95%
Polsat Boxing Promotion Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
movie and TV production
24%
24%
Pollytag S.A.
Wielopole 6,
80-556 Gdańsk
sale of wood and
construction
materials
31.12%
31.12%
PAK-Polska Czysta Energia Sp. z o.o. (b)
Kazimierska 45,
62-510 Konin
holding
activity
- (b)
40.41%
Port Praski Medical Center Sp. z o.o. (d)
Postępu 14,
02-676 Warsaw
implementation of
construction
projects
- (d)
22.76%
Port Praski City II
Sp. z o.o. (d)
Postępu 14,
02-676 Warsaw
implementation of
construction
projects
- (d)
22.76%
* including direct and indirect shares
25
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
(a) On 15 February 2023 Telewizja Polsat Sp. z o.o. sold 50% shares of Polsat JimJam Ltd.
(b) On 3 July 2023 Cyfrowy Polsat acquired additional 10.1% shares and obtained control over PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (“PAK-PCE Group”)
(c) On 21 Spetember 2023 Cyfrowy Polsat S.A. sold 12.82% shares of Asseco Poland S.A. ( after this transaction Asseco Poland S.A. ceased to be an associate ).
(d)On 4 October Pantanomo Limited acquired 50% of shares in Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. (a sa result Pantanomo Limited has 100% of shares in Port Praski City II Sp. z o.o. and 100% of shares in Port Praski Medical Center Sp. z o.o.) from HB Reavis Holding CZ a.s.
Additionally, the following entities were included in these consolidated financial statements for the year ended 31 December 2023:
Share in voting rights (%)
Entity’s registered office
Activity
31 December 2023
31 December 2022
Karpacka Telewizja Kablowa Sp. z o.o. (1)
Warszawska 220,
26-600 Radom
dormant
99%
99%
Polskie Badania Internetu Sp. z o.o. (2)
Al. Jerozolimskie 65/79, 00-697 Warsaw
web portals activities
21.43%
21.43%
Pluszak Sp. z o.o.
Domaniewska 47,
02-672 Warsaw
retail sales
9%
9%
Exion Hydrogen Polskie Elektrolizery Sp. z o.o.
Ku Ujściu 19,
80-701 Gdańsk
production of electrical equipment
- (4)
10%
Towerlink Poland Sp. z o.o.
Marcina Kasprzaka 4, 01-211 Warsaw
telecommunication activities
0.01%
0.01%
MESE Sp. z o.o.
Al. Stanów Zjednoczonych 61A,
04-028 Warsaw
movie and TV production
- (4)
10%
Megadex SPV Sp. z o.o.
Adama Mickiewicza 63, 01-625 Warsaw
other financial
services
7.02%
7.02%
Megadex Księży Młyn Sp. z o.o. (3)
Adama Mickiewicza 63, 01-625 Warsaw
implementation
of construction
projects
- (3)
7.02%
Stocznia Remontowa NAUTA S.A.
Budowniczych 10,
81-336 Gdynia
repair and maintenance of ships and boats
0.03%
0.03%
Asseco Poland S.A. (5)
Olchowa 14,
35-322 Rzeszów
software activities
10.13%
-
(1) Investment accounted for at cost less any accumulated impairment losses
(2) Not included in investments accounted for under the equity method due to immateriality
(3) On 31 May 2023 merger of Megadex SPV Sp. z o.o. (acquiring company) with Megadex Księży Młyn Sp. z o.o. (acquired company) was registered
(4) On 3 July 2023 Cyfrowy Polsat acquired additional 10.1% shares and obtained control over PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (“PAK-PCE Group”)
(5) On 21 September 2023 Cyfrowy Polsat S.A. sold 12.82% of shares in Asseco Poland S.A. (after this transaction Asseco Poland S.A. ceased to be an associate).
26
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Principles applied in the preparation of financial statements
6.Accounting and consolidation policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements by all entities within the Group.
a) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments, which are stated at fair value and other financial instruments valued at fair value through profit or loss.
b) Going concern
These consolidated financial statements have been prepared assuming that the Group’s entities will continue as a going concern in the foreseeable future, not shorter than 12 months from 31 December 2023.
c) Functional and presentation currency
These consolidated financial statements are presented in the Polish zloty, rounded to million, the Group’s functional currency.
d) Use of estimates and judgments
The preparation of consolidated financial statements in conformity with EU IFRS requires the Management Board to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates and judgments in applying accounting policies is included in note 53.
e) Comparative financial information
Comparative data or data presented in previously published financial statements has been updated, if necessary, in order to reflect presentational changes introduced in the current period. The changes had no impact on previously reported amounts of net income or equity.
f) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Parent. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The financial statements of subsidiaries are prepared for the same period as the financial statements of the Company and using the accounting policies that are consistent with those of the Company for like transactions and events.
Equity transactions between a parent entity and the non-controlling interests are treated as transactions between shareholders, provided that the transactions do not result in a change
27
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
of control. No gains or losses are recognised in consolidated profit or loss for transactions between the parent entity and the non-controlling interest, unless control is lost. Transactions where control is not lost are recorded within equity.
Put options granted in business combinations to holders of non-controlling interest in the subsidiary (ie. obligating the Group to acquire non-controlling interests in particular circumstances in the future for a particular price) give rise to a financial liability recognised in the consolidated balance sheet.
As at 31 December 2023 the Group recognized long-term financial liabilities in relation to put option, granted at the moment of obtaining control over companies.
While such put option remains unexercised, at the end of each reporting period the Group determines the amount of non-controlling interest (including share of profit/losses attributable to the non-controlling interest), de-recognises the controlling interest as if was acquired at that balance sheet date and recognises a financial liability measured at present value of the redemption amount. The difference is accounted for as a transaction between a parent entity and the non-controlling interests as described above.
On expiry of an unexercised put option the Group derecognises the financial liability in full and recognises non-controlling interest as if the put option was never granted.
Associates and Joint arrangements
Associates are all entities over which the Group has significant influence but not control or joint control, over the financial and operating policies. This is generally the case where the Group hold between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method.
The Group applies IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in an equity-accounted investment equals or exceeds its interests in the entity (which includes any long term interests that, in substance, form part of the Group’s net investment), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associates or joint venture.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
28
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Business combinations under common control
IFRS 3 scopes out business combinations under common control and is not prescriptive otherwise as to the method of accounting for such transactions.
Group assessed that in case of the acquisition of control over Port Praski Group it acquired control over significant processes including the development of construction projects as well as the sale, rental and management of owned or leased properties. Moreover, the expenditures and processes significantly lead to Port Praski Group’s ability to generate results. In light in the above it was determined that the acquisition method as defined in IFRS 3 is appropriate to account for the acquisition of control over Port Praski Group.
In case of the transaction of acquiring control over PAK-PCE Group, the acquisition was part of the implementation of the Group's strategy (as a result of the acquisition, a new operating segment "Green Energy" was identified). This transaction was carried out at fair values, and the consideration under the transaction was paid in cash. Furthermore external parties were involved in this transaction, in case of both Cyfrowy Polsat and ZE PAK S.A. (the entity from which the PAK-PCE shares were purchased) the beneficiaries of this transaction were their non-controlling shareholders. In light of the above facts and circumstances, the Group concluded that the transaction of acquiring control over the PAK-PCE Group has economic substance, therefore the most appropriate method to account for this transaction is the acquisition method as defined in IFRS 3.
g) Foreign currency transactions
Foreign currency transactions
Transactions in foreign currencies are translated to the Polish zloty at exchange rates in effect one day prior to the recording of these transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Polish zloty at the average exchange rate quoted by the National Bank of Poland (“NBP”) for that date. The foreign currency exchange differences arising on translation of transactions denominated in foreign currencies and from the reporting date retranslation of monetary assets and liabilities denominated in foreign currencies are recognized in profit and loss. Non-monetary assets and liabilities in a foreign currency that are measured in terms of historical cost are translated using the average NBP exchange rate in effect at the date of the initial recognition. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated at the average NBP foreign exchange rate in effect at the date the fair value was determined.
h) Financial instruments
Non-derivative financial instruments
Financial assets
Financial assets are classified in the following measurement categories depending on the business model in which assets are managed and their cash flow characteristics:
• assets measured at amortised cost - if the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• financial asset measured at fair value through other comprehensive income – if the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• assets measured at fair value through profit or loss - all other financial assets.
29
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Financial assets at initial recognition are measured at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. Trade receivables that do not have a significant financial component are initially measured at their transaction price.
Financial assets measured at amortised cost
Financial assets measured at amortised cost include trade and other receivables, loans granted and cash and cash equivalents. Interest income from these financial assets is calculated using the effective interest rate method and is presented within Gain/(loss) on investment activities, net.
Financial asset measured at fair value through other comprehensive income
Financial asset measured at fair value through other comprehensive income include investments in equity instruments for which at initial recognition Group make an irrevocable election to present in other comprehensive income subsequent changes in their fair value. Gains and losses on these financial assets are never recycled to profit or loss.
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include derivative instruments not designated as hedging instruments, and equity instruments for which the Group made such choice (shares of Asseco Poland S.A.). Financial assets classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Gain/(loss) on investment activities, net or Finance costs, net depending on the economic substance of hedged transaction.
A financial asset is derecognised when the contractual rights to receive cash flows from the asset have expired or the Group has transferred substantially all the risks and rewards of the asset.
Financial liabilities
Financial liabilities include financial liabilities measured at amortised cost and financial liabilities measured at fair value through profit or loss.
Financial liabilities are recognised initially at fair value and, in the case of financial liabilities which are not measured at fair value through profit or loss, net of directly attributable transaction costs.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include loans and borrowings, issued bonds, UMTS license liabilities, trade and other payables and lease liabilities. Interest expense related to these financial liabilities is calculated using the effective interest rate method and is presented within Gain/(loss) on investment activities, net or Finance costs, net.
Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss include derivative instruments not designated as hedging instruments. Financial liabilities classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Gain/(loss) on investment activities, net or Finance costs, net depending on the economic substance of hedged transaction.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
30
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss. In early repayment case, the difference between the carrying amount of the repaid liability and the carrying amount of the new liability is recognized in profit or loss.
Accounting policies related to gains and losses on investment activities and finance costs are presented in 6u.
Derivative financial instruments
Hedge accounting
The Group may use derivative financial instruments such as forward currency contracts, foreign exchange call options, interest rate swaps and cross-currency interest rate swaps to hedge its foreign currency and interest rate risks.
For the purpose of hedge accounting, the Group’s hedges are classified as cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Group will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
For cash flow hedges the effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income in the hedge valuation reserve, while any ineffective portion is recognized immediately in profit or loss.
The amounts recognized within other comprehensive income are transferred from equity to the income statement when the hedged transaction affects profit or loss, such as when the related gain or loss is recognized in Finance costs or when a forecast sale occurs.
Gains and losses from the settlement of derivative instruments that are designated as, and are effective hedging instruments, are presented in the same position as the impact of the hedged item. The derivative instrument is divided into a current portion and a non-current portion only if a reliable allocation can be made.
In accordance with IFRS 9, the Group chose to apply hedge accounting requirements as in IAS 39 instead of those included in IFRS 9.
i) Equity
Ordinary shares
Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.
Preference share capital
Preference share capital is classified as equity, if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity.
Costs attributable to issue and public offering of shares
Costs attributable to a new issue of shares are recognized in equity while costs attributable to a public offering of existing shares are recognized directly in finance costs. These costs
31
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
relating to both new issue and sale of existing shares are recognized on a pro-rata basis in equity and finance costs.
Share premium
Share premium includes the excess of the issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
In accordance with the provisions of article 396 of the Commercial Companies Code, joint- stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. This capital is excluded from distribution, however, it can be utilised to cover accumulated losses.
j) Property, plant and equipment and investment property
Property, plant and equipment owned by the Group
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes purchase price of the asset and other expenditure that is directly attributable to the acquisition and bringing the asset to a working condition for its intended use, including initial delivery as well as handling and storage costs. The cost of purchased assets is reduced by the amounts of vendor discounts, rebates and other similar reductions received.
The cost of self-constructed assets and assets under construction includes all costs incurred for their construction, installation, adoption, and improvement as well as borrowing costs incurred until the date they are accepted for use (or until the reporting date for an asset not yet accepted for use). The above cost also may include, if necessary, the estimated cost of dismantling and removing the asset and restoring the site.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Investment property
Investment property is defined as a property (land, building, or both) held by the Group to earn rentals or for capital appreciation or both.
Investment property is also property (land) whose purpose as of balance sheet date is not specified or the investment process will not begin within three years from the balance sheet date.
Investment property is measured initially at cost.
Once recognized all investment property held by the Group are measured using the cost model as set out in IAS 16. This means that the assets are recognized at cost model as presented in Property, plant and equipment owned by the Group above.
Investment property is removed from the balance sheet on disposal or when it is permanently withdrawn from use and no further economic benefits are expected from its disposal.
Subsequent costs
Subsequent cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group and the amount of the cost can be measured reliably. Replaced item is derecognized. Other property, plant and equipment related costs are recognized in profit and loss as incurred.
32
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Depreciation
Depreciation expense is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The following are estimated useful lives of respective group of property, plant and equipment:
Reception equipment
2 or 3 or 5
years
Buildings and structures
2-61
years
Technical equipment and machinery
2-30
years
Vehicles
2-10
years
Other
2-26
years
Depreciation methods, useful lives and residual values of material assets are reviewed at each financial year-end.
Leased assets
Assets used under lease, tenancy, rental or similar contracts which meet lease criteria, are classified separately in the balance sheet as right-of-use assets.
Set-top boxes, modems and routers that are provided to customers under operating lease agreements are recognized within non-current assets (Reception equipment in the balance sheet) and depreciated as described in Depreciation above. The set-top boxes are depreciated over a period that exceeds the period the lease agreements are entered into.
Carrying amounts of reception equipment and other items of property, plant and equipment as well as right-of-use assets may be reduced by impairment losses whenever there is any indication that an asset may be impaired and there is uncertainty as to those assets’ revenue generating potential or their future use in the Group’s operations. The accounting policies relating to impairment are presented in note 6n.
Detailed accounting policies related to lease contracts are described in point 6v.
k) Intangible assets
Goodwill
Goodwill represents the excess of the sum of consideration transferred and payable, the amount of non-controlling interest in the acquiree and the fair value as at the date of acquisition of any previously held equity interest in the acquiree over the fair value of the identifiable net assets acquired.
Goodwill is presented at purchase price less accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if possible impairment is indicated. Goodwill is allocated to acquirer’s cash-generating units for the purpose of testing for impairment. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, but not higher than segment.
33
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Customer relationships
Customer relationships acquired as a result of the acquisition of subsidiaries are amortized on a straight-line basis over their useful lives, i.e. over the period of 2.5 to 17.5 years.
Brands
Brands acquired as a result of the acquisition of subsidiaries are amortized on a straight-line basis over their useful lives, except where an indefinite period of use is justified. Brands with an indefinite useful life are tested annually for impairment or more frequently if impairment indicators exist. The estimated useful lives for respective brands are as follows:
• Polsat, TV4, TV6 and Polo TV brands: 20 years (i.e. 2042),
• Plus brand: 51 years (i.e. 2065),
• Netia brand: 10 years (i.e. 2028),
• Eleven Sports brand: 15 years (i.e. 2035),
• Interia brand: 30 years (i.e. 2050),
•Premium Mobile brand: 30 years (i.e. 2051).
Other intangible assets
The Group capitalises costs of IT software internally generated, including employee-related expenses, directly resulting from generating and preparing an asset to be capable of operating, if the Group is able to measure reliably the expenditure attributable to such development and when it can reliably establish the commencement as well as the completion date of the software development activities.
Other intangible assets acquired by the Group are measured at cost less accumulated amortization and impairment losses.
Subsequent expenditure on existing intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in the profit or loss as incurred.
Amortization expense is based on the cost of an asset or production cost less its residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The recoverable amounts of intangible assets which are not yet available for use are measured as at each balance sheet date.
The estimated useful lives for respective intangible assets groups are as follows:
• Computer software: 2-15 years,
• Concessions: period resulting from an administrative decision,
•Other: 2-7 years.
l) Programming assets
Programming assets comprise acquired formats, licences and copyrights for broadcasting feature films, series, news and shows, capitalized costs of commissioned external productions ordered by the Group, capitalized sports rights and advance payments made (including advance payments for sports rights).
Initial recognition
Programming rights, other than sports rights, are recognized at cost as programming assets when the legally enforceable licence period begins and all of the following conditions have been met:
• the cost of each program is known or reasonably determinable,
34
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• the program material has been accepted by the licensee in accordance with the conditions of the licence agreement,
• the program is available for its first showing.
Capitalized costs of productions include costs of programs ordered by the Group, including productions made based on licences purchased from third parties. Capitalized costs of productions are measured individually for each program at their respective production or acquisition costs, not to exceed their recoverable amounts.
Sports broadcasting rights are recognized at purchased price at the time of TV transmission. Broadcasting rights to seasonal sport events, acquired under long-term contracts (frequently multi-seasonal), are recognized at the relative value determined by internal experts and allocated to each of the sport events’ season as part of the purchased programming package. The Group’s method of recognition of sports broadcasting rights is dependent on the type of sports channel on which the use of these rights is planned:
• sports broadcasting rights for premium sports channels are recognized in relation to all seasons contracted by the Group at the start of the first of them,
• sports broadcasting rights for other channels are recognized separately for each season at the start of each of them.
Advance payments for acquired programming assets, prior to licence begin date, are recognized as prepayments for programming assets.
Signed and binding contracts for purchase of programming, which do not meet recognition criteria for programming assets are not recognized in the balance sheet and are instead disclosed as contractual commitments in the amount of the outstanding contract liability at the reporting date.
Programming assets are classified as non-current or current based on the estimate timing of the broadcast. A programming asset is recognized as current when the expected broadcast falls within 1 year from the reporting date. Sport rights and prepayments for sport rights are classified as current or non-current based on dates of related sport events (or start of the sport season) .
Amortization
Programming assets are amortized using the method reflecting the manner of consuming the economic benefits embodied in the licenses acquired within their estimated useful lives limited by the term of the respective license agreements.
• Feature films and series – amortization starts at the first broadcast. For some assets introduced until 2019, consumption of the economic benefits is measured using a declining balance method according to a standardized rate matrix and depends on the number of showings permitted or planned, primarily as described below:
Feature films
Number of depreciable runs
Rate per run
I
II
III
IV
V
1
100%
2
60%
40%
3
40%
30%
30%
4
35%
25%
25%
15%
5 and more
30%
20%
20%
15%
15%
35
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
TV series
Number of depreciable runs
Rate per run
I
II
1
100%
2
80%
20%
In other cases, films and series are amortized on a straight-line based on the number of runs and licence term.
• Feature films and series broadcasted on thematic channels are mainly amortized in four or five runs using the rates of 25% and 20% respectively.
• Sports broadcasting rights - 100% of the right’s value is recognized as an expense in the income statement at the time of the first broadcast, however acquired rights to game seasons or rights to many seasons or a series of competitions are amortized on a straight-line basis over the period between the beginning of the first season and the end of the last season in respect to sports broadcasting rights primarily intended for premium sports channels or over the duration of the season or series of competitions in respect to sports broadcasting rights intended for other channels.
• Commissioned external productions intended for only one run are fully amortized on their first broadcast.
• News programming is fully amortized at its first broadcast.
• General entertainment shows are fully amortized at their first broadcast.
Amortization of programming assets is presented in Content costs line in the operating costs of the income statement.
Impairment
Programming assets are reviewed for impairment at least annually and whenever there is any indication that the carrying amount may not be recoverable. Impairment losses are recognized on each license in case of withdrawal from broadcasting an item in the expected future (resulting from changes in strategic program scheduling, changing audience tastes, media law restrictions on the usability of films) or expected future losses anticipated on disposal of the rights.
Impairment write downs on programming assets are recognized as increase in the content costs. Impairment of programming assets is reversed if the reason for the original impairment ceases to exist. The reversals are recorded as content cost reductions.
m) Inventories
Inventories are measured at the lower of cost and net realizable value. Cost of acquisition or production cost of inventories is determined by using the weighted average cost method.
The cost of inventories includes expenditure incurred in acquiring the inventories and other costs incurred in making them available for use or sale. In case of finished products and work in progress, cost includes an appropriate share of production overheads determined based on normal operating capacity.
Net realizable value is the current market price in the ordinary course of business, less the estimated costs of completion and selling expenses. In the case of set-top boxes, mobile phones, modems and tablets, which under the business model applied by the Group are sold below cost, the loss on the sale is recorded when transferred to the customer.
The Group creates an allowance for slow-moving or obsolete inventories.
36
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Inventories also include real estate built for sale (work in progress) and ready-to-sell properties (finished products) as part of development activities. Capitalised expenditures include, but are not limited to, construction planning and design costs, costs of land acquisition or perpetual usufruct of land for construction, remuneration payable to contractors and construction financing costs.
In companies engaged in development activities, the way investment properties are classified depends on the advancement of the investment process. The companies assume that all investments in which a significant portion will be residential units, and whose investment process is likely to begin within the next three years, will be presented in the Balance Sheet under the item “inventories”.
Certificate of origin
Included in the inventory are certificates of origin purchased for redemption, resale, as well as self-generated. These rights are tradable and are a subject to exchange trading.
Certificates of energy origin received free of charge for production from renewable sources are recognized on initial recognition at fair value at the time it becomes probable that they will be received, i.e. at the end of the month in which they were produced. The fair value is a reflection of the market situation, i.e. quotations on the commodity energy exchange (POLPX). Unpaid acquisition of certificates is recognized in correspondence with other income. The Group sells surplus certificates, which are presented in inventory.
Acquired energy certificates of origin are recognized as inventory at the purchase price. The outflow of energy certificates of origin is valued according to the method of detailed identification .
The Group is required to obtain energy certificates of origin and submit them for redemption by June 30 of the year following the accounting year. If, as of the reporting date, there are not enough certificates required to fulfill the obligations imposed by the Energy Law and the Energy Efficiency Law, the Group creates reserves for the redemption of energy origin and energy efficiency certificates or the payment of replacement fees.
n) Impairment of assets
Financial assets measured at amortised cost
The Group measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables (including loans granted) and contract assets. The trade receivables are assessed for impairment collectively in groups that share similar credit risk characteristics. The expected credit losses are estimated based on historical pattern for repayment and collection efficiency adjusted with currently available forward-looking information. The credit risk characteristics of contract assets correspond to the credit risk characteristics of trade receivables for a particular type of contract.
The Group considers financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full.
The Group considers a financial asset to be credit impaired when events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred, including significant financial difficulty of the debtor or a breach of contract, such as a default or past due event.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
37
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Non-financial assets
The carrying amounts of non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated by the Group. The recoverable amount of intangible assets which are not yet available for use as well as of goodwill and brands with indefinite useful life is estimated at each reporting date.
An impairment loss is recognized when the carrying amount of an asset or its related cash- generating unit exceeds its estimated recoverable amount. A cash-generating unit represents the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of thereof. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of a cash- generating unit are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of units), and then to reduce the carrying amounts of the other assets in the cash-generating unit on a pro rata basis.
The recoverable amount of an asset or a cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In the case of assets that do not generate independent cash inflows, the value in use is estimated for the smallest identifiable cash-generating unit to which the asset belongs.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recorded in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
o) Employee benefits
Defined contribution plan
All Group entities that act as employers have an obligation, under applicable legislation, to collect and remit contributions to the state pension fund. According to IAS 19 Employee Benefits such benefits represent state plans that are classified as defined contribution plans. Therefore, the Group’s obligations for a given period are estimated as the amount of contributions to be remitted for that period.
Defined benefit plan – retirement benefits
The Group entities have an obligation, under applicable legislation, to pay retirement benefits calculated in accordance with the relevant provisions of the Polish labor code. The minimum retirement benefit is as per the labor code provisions at the moment of payment.
The calculation is carried out using the Projected Unit Credit Method. Employee turnover is estimated based on historical experience and expected future employment levels.
Changes in the amount of the retirement benefits liability are recognized in the income statement. Actuarial gains and losses are recognized in the equity, in other comprehensive income in full in the period they originated.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as an expense as the related service is provided.
38
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
A liability is recognized for the amount expected to be paid under short-term bonus, if the Group has a present legal or constructive obligation to make such payments as a result of past services provided by the employees and the obligation can be estimated reliably.
p) Provisions
A provision is recognized if, as a result of past event, the Group has a present obligation, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. When the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Certain disclosures may not be included in these consolidated financial statements as they relate to sensitive information.
Warranties
A provision for warranties is recognized when the underlying products or goods are sold. The amount of the provision is based on historical warranty data and a weighting of all possible outflows against their associated probabilities.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of fulfilling the contract. Before a provision is established, the Group recognizes any impairment loss on the assets dedicated to that contract.
Provision for presentation for redemption of certificates of energy origin
The provision for the obligation to present for redemption certificates of origin for electricity generated from renewable energy sources or from high-efficiency cogeneration is recognized: - in the part covered by certificates of origin held as of the balance sheet date - at the value of the certificates held, - in the part not covered by certificates of origin as of the balance sheet date - at the lower of the market value of the certificates required to meet the obligation as of the balance sheet date and the possible penalty. The cost of the established provision is presented in the income statement in the cost of sales.
q) Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events, but its amount cannot be estimated reliably or it is not probable that there will be an outflow of resources embodying economic benefits.
The Group does not recognize a contingent liability, except for contingent liability assumed in a business combination.
Unless the possibility of any outflow of resources embodying economic benefits is remote, the Group discloses for each class of contingent liability at the end of the reporting period a brief description of the nature of the contingent liability and, where practicable:
• an estimate of its financial effect,
• an indication of the uncertainties relating to the amount or timing of any outflow,
•the possibility of any reimbursement.
39
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
r) Revenue
Identification of the contract
The Group applies contract-by-contract approach, meaning that transaction price and separate performance obligations and rights arising under the contract are determined at the level of distinct contract with subscriber. Group does not apply portfolio approach.
Determination of the transaction price
The estimation regarding transaction price is updated during contract period. When variable consideration is present in a contract, Group always recognizes the minimum value of consideration at the moment of concluding the contract. As far as the contract length is concerned, the nominal basic period resulting from the contract terms is assumed.
In case of prepaid services, the value of the balance unused by the customer is recognized as revenue when the grace period of the account expires.
The time value of money is included in the transaction price if the contract contains a material financing factor. This factor is considered at the contract level. Group recognizes a significant financing factor only within installment sales. Identification of the discount causes a reduction in nominal sales revenues by the financing factor value and recognition of interest during the term of the contract. To calculate the significant financing factor, Group uses a discount rate that reflects the customer's credit risk at the moment of concluding the contract.
Group adopted the following hierarchy of methods for determining the fair price (unit price) of equipment (the preferred method is the method of prices obtained from the sale of similar goods):
(a) Price obtained from the sale of similar goods,
(b) Price based on accounting cost.
Group adopted the following hierarchy of methods for determining the unit price of a service:
(a) Price obtained from the sale of similar goods,
(b) Residual approach (in the B2B area).
Revenue recognition
Revenues are recognized in the value of transaction price for the sale of services and equipment net of any discounts, refunds and rebates in the ordinary course of business. Revenues are recognized only when there is a high probability that the subscriber makes payment, the associated expenses can be reliably assessed and the revenue amount can be reliably measured. If it is probable that rebates are granted and their value can be precisely measured, then such rebates decrease sales revenue when it is recognized.
In order to properly recognize revenue, Group assesses at the contract inception whether each separate performance obligation is satisfied over time or at a point in time.
The Group’s main sources of revenue are recognized as follows:
• Retail revenues from residential and business customers include revenues resulting from the provision of telecommunications and television services and equipment rental services to post-paid customers, recognized over the nominal term of the contract. Retail revenues from residential and business customers also include revenues from the unused balance of prepaid customers whose grace period has expired, recognized in a given point in time. Activation and installation fees do not represent a separate service obligation, so there is no revenue recognition for these categories.
• Wholesale revenue comprises advertising and sponsorship revenue, revenue from cable and satellite operator fees, revenue from the lease of infrastructure, interconnect
40
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
revenue, revenue from roaming, revenue from the sale of broadcasting and signal transmission services and revenue from the sale of licenses, sublicenses and property rights and revenue from premium rate services.
Advertising and sponsorship revenue is derived primarily from broadcasting of advertising content and is recognized in the period when the advertising is broadcast. Revenue is recognized in profit or loss in the amount due from customers net of value added tax, taxes on revenue from advertising of alcohol beverages and any rebates granted. Advertising and sponsorship revenue also comprises revenue on commissions on sales of commercial airtime when the Group acts as an agent on behalf of third parties. The commissions are recognized at amounts due from the buyers of advertising airtime or sponsorship services, less of any amounts due to television broadcasters. Revenue from commissions on sales of commercial airtime and from sponsorship is recognized in the consolidated income statement when these services are rendered.
Revenue from services provided to cable and satellite operators includes fees from cable and satellite operators for reemission (rebroadcasting) of programs produced by the Group. Revenue is recognized when the related programs are broadcast.
Services revenues are recognized in profit and loss in the period when related services are rendered, net of any discount given.
• Revenue from sale of equipment is measured at the fair value of the consideration received or receivable, in case of multi-element contracts after the allocation of the transaction price based on the standalone selling price net of discounts, rebates and returns. Revenue from the sale of goods is recognized in profit or loss when control has been transferred to the customer.
• Other revenue is recognized, net of any discount given, when the relevant goods or service are provided.
Other revenue includes, among others revenue from interest on installment sales, revenue from the sale of electricity, revenue from the sale of real estate and other sales revenue.
The Group’s process for revenue recognition from multi-element contracts (eg. mobile contract and handset) consists of:
• assessment of all goods and services provided to the client under the contract and identifying separate performance obligations in that contract,
• determining and allocating the transaction prices to separate performance obligations in the contract; the allocation is based on the reference to their relative standalone selling prices that could be obtained if the promised goods and services were sold individually in a separate transaction.
Contract asset is Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer. It includes the correction of consideration due according to the contract with customer regarding promotional offer that compose initial discounted periods.
Contract liabilities is Group’s obligation to transfer services to a customer in exchange for remuneration Group received (or the remuneration is due). It includes the correction of consideration due according to the contract with customer for the current or previous periods, allocated to obligations not completely fulfilled or partially unfulfilled.
Revenue from sales of goods in the real estate segment
Revenue from the sale of residential units is recognized when the performance obligation is fulfilled. The Group considers this moment to be the transfer to the customer of control over the unit, parking space, garage locker, storage unit or other building element sold, i.e. at the
41
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
moment of delivery under condition the customer has paid 100% price of the real estate. Sales are reported net of value added tax and after taking into account any discounts granted.
Energy, gas sales
Revenues from the sale of energy and gas are recognized at the time of their delivery to the Group’s customers. The amount of energy and gas delivered is determined based on metering data provided by distribution network operators, and in the absence of metering data, the amount is subject to estimation by the Group. At the same time, the Group creates cost provisions for the value of energy and gas consumed by its customers and not invoiced by the supplier, as well as for the value of energy certificates of origin, the obligation to redeem of which is related to sales made to customers. Sales prices result from signed contracts, tariffs or their amount on the Polish Power Exchange.
Revenue from the power market
Beginning January 1, 2024, the Group recognizes revenues from the power market. Revenues from the power market are revenues from the performance of power contracts (obligations) concluded as a result of the 2021 and 2023 Auctions (primary market) and the performance of power obligations resulting from agreements concluded in the secondary market. The power market is a market mechanism aimed at ensuring stable electricity supply in the long-term horizon. The Group is entitled to remuneration from PSE S.A. after the end of each month for the performance of the power obligation. Accordingly, Group companies that are power suppliers to PSE S.A. recognize revenue from power market transactions each month.
s) Distribution fees
Commissions payable to distributors for acquiring new subscribers and for retention of existing subscribers are recognized over the minimum base period of the subscription agreement and presented in Income Statement in Distribution, marketing, customer relation management and retention costs.
Commissions for distributors which will be settled within 12 months of the reporting date are classified as other current assets, while the commissions, which will be settled more than 12-months after the reporting date, are classified as non-current assets.
t) Barter revenue and cost
Barter revenue for dissimilar services or goods is recognized when the services are rendered or goods delivered. Programming licences, products and services received are expensed or capitalized when received or used. The Group recognizes barter transactions at the estimated fair value of the programming licences, products or services received. When products or services are received before related advertising is broadcast, a liability is recognized by the Group. Conversely, when advertising is broadcast before products or services are received, a receivable is recognized by the Group.
u) Gains and losses on investment activities and finance costs
Gains and losses on investment activities include interest income on funds invested, interest expenses (including lease liabilities interests but other than interest expenses on borrowings), dividends income, gains/losses on financial instruments at fair value through profit or loss, net foreign exchange gains/losses and results on completed forward exchange contracts and call options, impairment losses recognized on financial assets, unwinding of the discount on provisions.
Interest income and expense (other than interest expense on borrowings) is recognized as it accrues in profit or loss using the effective interest rate’s method. Dividends income is recognized in profit or loss on the date that the Group’s right to receive payment is established.
Finance costs comprise interest expense on borrowings (including bank loans and bonds), foreign exchange gains/losses on bonds, realization and valuation costs of hedging
42
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
instruments and instruments not under hedge accounting related to finance activities, bank and other charges on borrowings as well as guarantee fees resulting from the indebtedness. Borrowing costs are recognized in profit or loss using the effective interest rate’s method.
v) Lease payments
Group as a lessor
Agreements which meet the lease definition are classified as finance lease or operating lease. The main criterion is the extent to which the risks and rewards associated with the leased asset are transferred between the Group and the lessee.
Similarly to agreements in which the Group acts as a lessee, the Group as a lessor also determines for each agreement: commencement date, lease term, lease payments and interest rate. At the commencement date lessor accounts for the finance lease by:
• excluding carrying amount of the underlying asset,
• recognizing net investment in the lease,
• recognizing selling profit or loss in profit and loss statement (if applicable).
For operating lease, Group recognize revenue in profit and loss statement on a straight line basis over the lease term.
Group as lessee
Assets
Assets used under agreements which meet the leasing definition are recognized as right-of- use assets and lease liabilities representing the Group’s obligation to make payments for the underlying asset on the day when the leased assets are available for use by the Group.
At the commencement date, the right-of-use assets are measured at cost and consist of the following:
• the amount of the initial measurement of the lease liability,
• any lease payments made to the lessor at or before the commencement date, less any lease incentives received from the lessor,
• any initial direct costs incurred by the lessee,
• an estimate of the costs to be incurred by the lessee in dismantling, removing and restoring the underlying assets and/or the site where it is located.
After the commencement date, the right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses and adjusted for remeasurement of the lease liability resulting from reassessment or lease modification which does not require recognition of a separate lease component.
Right-of-use assets are depreciated on a straight-line basis over the shorter of: the term of the lease agreement or the useful life of the underlying asset. If the Group is reasonably certain that ownership of the underlying asset will be transferred to the lessee by the end of the lease term – then the right-of-use asset shall be depreciated from the commencement date to the end of its useful life.
The Group depreciates the right-of-use assets as follows:
• technical infrastructure - premises for telecommunications equipment installations: 2- 24 years,
• telecommunications infrastructure, including links (“dark fibers”): 2-13 years,
• office space, other premises and perpetual usufruct: 1,5-100 years,
• point of sales premises: 2-7 years,
• vehicles: 3-5 years.
43
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Right-of-use assets are subject to impairment based on the accounting policies as presented in note 6n.
Liabilities
At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable,
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date,
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
• payments of penalties for terminating the lease (understood as any economic factors discouraging the Group from terminating the contract), if the lease term reflects that the lessee will exercise the option to terminate the lease,
• amounts expected to be payable by the lessee under residual value guarantees.
Lease payments are discounted using the interest rate implicit in the lease if that rate can be readily determined. Otherwise the incremental borrowing rate is used.
After the commencement date, the Group shall measure the lease liability by:
• increasing the carrying amount to reflect interest on the lease liability,
• reducing the carrying amount to reflect the lease payments made,
•remeasuring the carrying amount to reflect any reassessment or lease modifications, e.g. change in the lease term or the amount of future lease payments.
Interest expenses on lease liabilities are recognized in profit or loss over the term of the lease.
w) Income tax
Income tax expense/benefit comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income.
Current tax is the tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet approach, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are measured based on the expected manner of recovery or settlement of the carrying amounts of assets and liabilities, respectively, using tax rates that are enacted or substantively enacted at the reporting date.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilized. An amount of deferred tax assets is reduced to the extent that it is no longer probable that the related tax benefit will be partly or wholly realized. When not recognized deferred tax asset becomes recoverable, it is recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered. The Group recognizes a deferred tax asset used to carry over unused tax losses to the extent that it is probable that the future taxable profits will be available and unused tax losses may be utilized. While assessing whether the future taxable profits available will be sufficient, the Group takes into account inter alia forecasted future tax revenues.
Deferred tax assets and liabilities are offset by the Group companies.
44
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
x) Non-current assets held for sale
The Group classifies non-current assets (or disposal group of assets) as held for sale when their carrying value will be recovered principally through a sale transaction rather than through continuing use. In such case the asset must be available for immediate sale in its present condition and its sale must be highly probable. The fact of classifying an asset as held for sale means that the Group’s management intends to complete the sale transaction within 12 months from the date of such classification.
Non-current assets that have been classified as held for sale are measured at the lower of (i) their carrying value and (ii) their fair value less costs to sell.
Non-current assets that are classified as held for sale are not depreciated.
y) Earnings per share
The Group presents basic and diluted earnings per share for its ordinary and preference shares. Basic earnings per share are calculated by dividing the period’s profit or loss from continuing operations attributable to ordinary and preference shareholders of the Company by the weighted average number of ordinary and preference shares outstanding during the period. Diluted earnings per share are calculated by dividing the period’s profit or loss from the continuing operations attributable to ordinary and preference shareholders by the weighted average number of ordinary and preference shares, adjusted by the effects of all dilutive potential ordinary and preference shares.
z) Segment reporting
An operating segment is a component of the Group:
• that is engaged in business activities from which it may earn revenues and incur expenses (including revenues and expenses that relate to transactions with other components of the same unit);
• whose operating results are reviewed on regular basis by the main responsible authority for making operational decisions in the unit and using those results when making decisions on the resources allocated to the segment and when assessing the results of the segment's activities;
• when separate financial information are available.
The Group presents operating segments according to its internal management accounting principles applied in the preparation of periodical management reports. These reports are analyzed on regular basis by the Management Board of Cyfrowy Polsat S.A., which was identified as the chief operating decision maker.
zz) Cash flows statement
Cash and cash equivalents in the cash flow statement are equal to cash and cash equivalents presented in the consolidated balance sheet.
Purchases of set-top boxes to be provided to customers under operating lease contracts are classified in the cash flows statement within operating activities. The purchases and disposals of these set-top boxes are classified in the cash flows statement within operating activities and presented as Net disposals/(additions) of reception equipment provided under operating lease.
Acquisition of items of property, plant and equipment or intangible assets are presented in their net amount (net of related value added tax).
Payments for film licences and sport rights are presented on a net basis (net of related value added tax) within operating activities. Expenditures on the acquisition of programming assets also include the amount of withholding tax paid to the relevant tax authorities.
45
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
7.Determination of fair values
A number of accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The methods for determining fair values are described below. When applicable further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Derivatives
The fair value of derivatives is calculated based on their quoted closing bid price at the balance sheet date or, in the lack thereof, other inputs that are observable for the asset or liability, either directly (i. e. as prices) or indirectly (i. e. derived from prices). In the second case, the fair value of derivatives is estimated as the present value of future cash flows, discounted using the market interest rate at the reporting date. Information on the structure of Polish and Eurozone interest rates and Polish złoty exchange rate are used in order to estimate future cash flows and market interest rate.
Non-derivative financial assets
The fair value of non-derivative financial asset for disclosure purposes is estimated as the present value of future cash flows discounted using the market interest rate as at the balance sheet date. If the instruments are quoted, the fair value is estimated based on market prices.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on liabilities’ quoted closing bid price at the balance sheet date or, in the lack thereof, estimated on the present value of future principal and interest cash flows, discounted using the market interest rate at the reporting date. Market interest rate is estimated as interbank interest rate for a given currency zone (WIBOR, EURIBOR) plus a margin regarding the Group’s credit risk. A market interest rate for a lease contract is estimated based on interest rates for similar lease contracts.
8.Approval of the Consolidated Financial Statements
These consolidated financial statements were approved for publication by the Management Board of Cyfrowy Polsat S.A. on 10 April 2024.
Explanatory notes
9.Revenue
for the year ended
31 December 2023
31 December 2022
Retail revenue
6,987.1
6,952.1
Wholesale revenue
3,379.9
3,531.7
Sale of equipment
1,921.7
1,805.1
Energy revenue
557.6
-
Other revenue
780.0
626.4
Total
13,626.3
12,915.3
Retail revenue mainly consists of pay-TV, telecommunication services, revenue from rental of reception equipment and contractual penalties related to terminated agreements.
46
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Wholesale revenue mainly consists of advertising and sponsorship revenue, settlements with mobile network operators, revenue from rental of infrastructure, roaming revenues, revenue from cable and satellite operator fees, sales of broadcasting and signal transmission services and sales of licenses, sublicenses and property rights.
Energy revenue mainly consists of revenue from the sale of produced electricity and revenue from the sale of traded electricity, revenue from the sale of heat, as well as revenue from the sale of property rights.
Other revenue mainly consists of revenue from interest on installment plan purchases, revenue from the lease of premises and facilities, revenue from the sale of photovoltaic installations, revenue from the sale of apartments, revenue from the sale of hydrogen, revenue from the sale of gas and sale of buses.
10.Operating costs
for the year ended
Note
31 December 2023
31 December 2022
Technical costs and cost of settlements with telecommunication operators
3,332.7
3,271.5
Depreciation, amortization, impairment and liquidation
1,900.4
1,829.0
Cost of equipment sold
1,539.9
1,454.4
Content costs
2,126.1
2,063.9
Cost of energy sold, includes:
523.3
-
Depreciation*
17.8
-
Distribution, marketing, customer relation management and retention costs
1,026.9
1,035.0
Salaries and employee-related costs
a)
1,158.2
1,034.0
Cost of debt collection services, bad debt allowance and receivables written off
121.0
97.8
Other costs, includes:
760.3
614.2
Depreciation*
1.4
-
Total
12,488.8
11,399.8
* depreciation costs included within energy and bus production costs.
a) Salaries and employee-related costs
for the year ended
31 December 2023
31 December 2022
Salaries
953.7
857.1
Social security contributions
149.4
136.3
Other employee-related costs
55.1
40.6
Total
1,158.2
1,034.0
47
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Average headcount of non-production employees*
for the year ended
31 December 2023
31 December 2022
Employment contracts (full-time equivalents)
8,020
7,648
* excluding workers who did not perform work in the reporting period due to long-term absences
11.Gain/(loss) on investment activities, net
for the year ended
31 December 2023
31 December 2022
Interest on lease liabilities
(29.5)
(19.9)
Interest on loans granted
31.8
32.1
Other interest, net
76.1
45.3
Other foreign exchange gains/(losses), net
(19.6)
(41.6)
Revaluation of previously held shares of PAK-PCE*
151.3
-
Valuation of pre-existing relationships in connection with the acquisition of PAK-PCE*
(83.9)
-
Other income/(costs)
36.2
7.6
Total
162.4
23.5
* impact of accounting for the purchase price allocation of PAK-PCE under IFRS 3 requirements
12.Finance costs, net
for the year ended
31 December 2023
31 December 2022
Interest expense on loans and borrowings
796.0
582.0
Interest expense on issued bonds*
347.4
155.6
Foreign exchange differences on loans and borrowings
(82.1)
-
Cumulative catch-up
(20.8)
-
One-time loans repayment
20.8
-
Valuation and realization of hedging instruments
(14.4)
(19.8)
Valuation and realization of derivatives not used in hedge accounting – relating to interest
28.5
(72.7)
Guarantee fess, bank and other charges
6.5
4.8
Total
1,081.9
649.9
*includes early redemption bonuses
48
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
13.Income tax
Income tax expense
for the year ended
31 December 2023
31 December 2022
Current tax expense
285.6
395.4
Change in deferred tax
(175.4)
(161.9)
Other
-
(24.3)
Income tax expense in the income statement
110.2
209.2
Change in deferred income tax
for the year ended
31 December 2023
31 December 2022
Tax losses carried forward
7.4
10.1
Receivables and other assets
(62.4)
(5.4)
Liabilities
17.9
(68.2)
Other property, plant and equipment and intangible assets
(132.9)
(105.6)
Other
(5.4)
7.2
Change in deferred tax recognized in income statement – total
(175.4)
(161.9)
Income tax recognized in the statement of other comprehensive income
for the year ended
31 December 2023
31 December 2022
Change in deferred income tax on hedge valuation
(5.5)
2.2
Income tax expense recognized in other comprehensive income - total
(5.5)
2.2
Effective tax rate reconciliation
for the year ended
31 December 2023
31 December 2022
Gross profit
421.8
1,110.3
Income tax at applicable statutory tax rate of 19%
80.1
211.0
Excess financing costs
53.8
-
Other
(23.7)
(1.8)
Tax expense for the year
110.2
209.2
Effective tax rate
26.1%
18.8%
49
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax assets
31 December 2023
31 December 2022
Tax losses carried forward
27.8
15.1
Liabilities
467.1
391.9
Tangible and intangible assets
26.4
22.4
Receivables and other assets
129.0
111.5
Other
3.4
3.7
Total deferred tax assets
653.7
544.6
Set off of deferred tax assets and liabilities
(510.9)
(444.7)
Deferred tax assets in the balance sheet
142.8
99.9
Tax loss
31 December 2023
31 December 2022
2023 tax loss carried forward
68.9
-
2022 tax loss carried forward
42.2
27.9
2021 tax loss carried forward
53.9
61.8
2020 tax loss carried forward
37.8
50.3
2019 tax loss carried forward
34.8
70.2
2018 tax loss carried forward
24.2
51.7
2017 tax loss carried forward
-
12.3
Tax losses carried forward – total
261.8
274.2
Tax losses recognized
31 December 2023
31 December 2022
2023 tax loss carried forward
70.5
-
2022 tax loss carried forward
8.5
2.8
2021 tax loss carried forward
23.4
19.3
2020 tax loss carried forward
18.5
1.4
2019 tax loss carried forward
25.6
30.5
2018 tax loss carried forward
-
19.1
2017 tax loss carried forward
-
7.1
Tax losses carried forward – total
146.5
80.2
As at 31 December 2023 the Group recognized deferred tax asset on tax losses to the extent that it was probable that they would be utilized in the future.
According to Art. 7 of the Polish Corporate Income Tax Act dated 15 February 1992, tax losses incurred in a given financial year can be utilized in the subsequent five fiscal years. However, no more than 50% of a tax loss for any given year can be utilized in a single subsequent fiscal year.
50
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax liabilities
31 December 2023
31 December 2022
Receivables and other assets
510.9
485.5
Liabilities
45.4
21.5
Tangible and intangible assets
951.5
867.8
Other
38.1
48.6
Total deferred tax liabilities
1,545.9
1,423.4
Set off of deferred tax assets and liabilities
(510.9)
(444.7)
Deferred tax liabilities in the balance sheet
1,035.0
978.7
The tax authorities may at any time inspect the books and records within 5 years from the end of the year when a tax declaration was submitted, and may impose additional tax assessments with penalty interest and penalties. Furthermore, on 15 July 2016 provisions of General Anti- Avoidance Rule (GAAR) were introduced, which aim at preventing establishing and using artificial legal arrangements with tax savings as its principal purpose. Frequent amendments in the tax laws and contradicting legal interpretations among the tax authorities result in uncertainties and lack of consistency in the tax system, which in fact lead to difficulties in the judgement of the tax consequences in the foreseeable future.
14. EBITDA (unaudited)
EBITDA (earnings before interest, taxes, depreciation, amortization, impairment and liquidation) presents the Group’s key measure of earnings performance. The level of EBITDA measures the Group’s ability to generate cash from recurring operations, however it is neither a measure of liquidity nor cash level. The Group defines EBITDA as operating profit adjusted by depreciation, amortization, impairment and liquidation. EBITDA is not an IFRS EU measure, and as such can be calculated differently by other entities.
for the year ended
31 December 2023
31 December 2022
Net profit for the period
311.6
901.1
Income tax
110.2
209.2
(Gain)/loss on investment activities, net
(162.4)
(23.5)
Finance costs
1,081.9
649.9
Share of the (profit)/loss of associates accounted for using the equity method
(29.7)
(94.5)
Depreciation, amortization, impairment and liquidation (note 10)
1,900.4
1,829.0
Depreciation and amortization within energy and bus production costs (note 10)
19.2
-
EBITDA (unaudited)
3,231.2
3,471.2
Profit from the sale of a subsidiary and an associate
(219.7)
(153.2)
Costs of support for Ukraine*
-
34.1
EBITDA adjusted (unaudited)
3,011.5
3,352.1
* includes mainly cash donations for supporting Ukraine
51
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
15.Basic and diluted earnings per share
At the reporting date, the Company did not have any financial instruments that could have a dilutive effect, therefore the diluted earnings per share are equal to basic earnings per share.
for the year ended
31 December 2023
31 December 2022
Net profit
311.6
901.1
Weighted average number of ordinary and preference shares in the period
550,703,531
557,758,269
Earnings per share in PLN (not in millions)
0.57
1.62
52
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
16.Property, plant and equipment
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Property, plant and equipment
Cost as at 1 January 2023
1,251.2
148.6
572.7
2,870.3
195.6
284.4
652.4
5,975.2
Acquisition of subsidiaries (see note 40)
-
77.6
238.8
583.3
7.1
3.2
917.9
1,827.9
Additions
145.8
0.5
84.5
131.3
12.5
18.3
1,077.3
1,470.2
Transfer between groups
-
(55.7)
114.5
10.7
1.0
0.6
(21.3)
49.8
Transfer to assets held for sale
-
-
-
-
-
-
(1.0)
(1.0)
Transfer from assets under construction
-
-
269.6
469.4
17.3
21.8
(778.1)
-
Disposals
(81.3)
-
(15.3)
(59.4)
(12.3)
(9.4)
(15.0)
(192.7)
Disposal of a subsidiary
-
(1.7)
(60.6)
-
-
-
-
(62.3)
Cost as at 31 December 2023
1,315.7
169.3
1,204.2
4,005.6
221.2
318.9
1,832.2
9,067.1
Accumulated impairment losses as at
1 January 2023
4.0
-
0.1
1.1
-
-
18.2
23.4
Recognition
0.9
-
0.3
1.7
-
0.1
4.0
7.0
Transfer between groups
-
-
-
(0.1)
-
0.1
-
-
Reversal
-
-
-
(0.3)
-
-
(1.0)
(1.3)
Accumulated impairment losses as at
31 December 2023
4.9
-
0.4
2.4
-
0.2
21.2
29.1
Accumulated depreciation as at 1 January 2023
965.2
-
135.2
755.6
51.3
161.6
-
2,068.9
Additions
111.7
-
38.3
412.1
23.8
34.8
-
620.7
Transfer between groups
-
-
7.5
6.6
-
0.7
-
14.8
Disposals
(80.1)
-
(11.7)
(52.0)
(9.3)
(7.5)
-
(160.6)
Disposal of a subsidiary
-
-
(0.1)
-
-
-
-
(0.1)
Accumulated depreciation as at 31 December 2023
996.8
-
169.2
1,122.3
65.8
189.6
-
2,543.7
Carrying amount as at 1 January 2023
282.0
148.6
437.4
2,113.6
144.3
122.8
634.2
3,882.9
Carrying amount as at 31 December 2023
314.0
169.3
1,034.6
2,880.9
155.4
129.1
1,811.0
6,494.3
The Group recognized impairment losses on fixed assets whose carrying amount exceeded their recoverable amount. Impairment losses on property, plant and equipment are recognized under 'depreciation, impairment and liquidation'. As of 31 December 2023, the net value of tangible assets under construction includes the value of capitalized interest in the amount of PLN 81.7
53
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Property, plant and equipment
Cost as at 1 January 2022
1,275.7
79.7
573.2
2,561.0
138.6
248.2
454.6
5,331.0
Acquisition of subsidiaries
-
67.8
54.5
3.4
0.1
1.7
20.0
147.5
Additions
113.6
0.4
58.4
108.3
81.4
24.6
652.7
1,039.4
Transfer between groups
-
4.5
-
(0.3)
-
2.8
31.8
38.8
Transfer to assets held for sale
-
-
-
-
-
-
(127.7)
(127.7)
Transfer from assets under construction
-
-
40.8
250.2
17.5
19.0
(327.5)
-
Disposals
(138.1)
-
(41.6)
(49.3)
(42.0)
(9.4)
(51.3)
(331.7)
Disposal of a subsidiary
-
(3.8)
(112.6)
(3.0)
-
(2.5)
(0.2)
(122.1)
Cost as at 31 December 2022
1,251.2
148.6
572.7
2,870.3
195.6
284.4
652.4
5,975.2
Accumulated impairment losses as at
1 January 2022
3.8
-
0.1
1.6
-
-
18.4
23.9
Recognition
0.7
-
-
-
-
-
0.5
1.2
Reversal
(0.5)
-
-
(0.5)
-
-
(0.7)
(1.7)
Accumulated impairment losses as at
31 December 2022
4.0
-
0.1
1.1
-
-
18.2
23.4
Accumulated depreciation as at 1 January 2022
987.9
-
115.8
410.4
42.8
139.3
-
1,696.2
Additions
113.9
-
27.1
383.5
19.8
29.7
-
574.0
Disposals
(136.6)
-
(2.9)
(37.6)
(11.3)
(6.7)
-
(195.1)
Disposal of a subsidiary
-
-
(4.8)
(0.7)
-
(0.7)
-
(6.2)
Accumulated depreciation as at 31 December 2022
965.2
-
135.2
755.6
51.3
161.6
-
2,068.9
Carrying amount as at 1 January 2022
284.0
79.7
457.3
2,149.0
95.8
108.9
436.2
3,610.9
Carrying amount as at 31 December 2022
282.0
148.6
437.4
2,113.6
144.3
122.8
634.2
3,882.9
The Group recognized an impairment loss on items of property, plant and equipment whose carrying amounts exceeded their recoverable amounts. The impairment allowance is recognized in ‘depreciation, amortization, impairment and liquidation’.
54
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
17.Goodwill
2023
2022
Balance as at 1 January
10,818.1
10,802.0
Acquisition of 53.73% shares of Vindix S.A.
-
32.4
Acquisition of 66.94% shares of Port Praski Sp. z o.o.
-
17.4
Acquisition of 100% shares of Oktawave S.A. (see note 40)
-
12.4
Acquisition of 100% shares of Enterpol Sp. z o.o. (see note 40)
-
11.5
Acquisition of 70% shares of Antyweb Sp. z o.o. (see note 40)
-
9.3
Acquisition of 69 Specialist Sales and Customer Service Points (see note 40)
0.1
7.3
Acquisition of 100% shares of Premium Mobile Sp. z o.o. (1)
-
(67.5)
Acquisition of 100% shares of CKS Ossa Sp. z o.o. (2)
-
(6.3)
Acquisition of 100% shares of Ossa Medical Center Sp. z o.o. (2)
-
(0.4)
Acquisition of 60% shares of 4FUN Sp. z o.o. (see note 40)
26.0
-
Acquisition of 60% shares of naEkranie Sp. z o.o. (see note 40)
10.3
-
Acquisition of 50.5% shares of PAK-Polska Czysta Energia Sp. z o.o. (see note 40)
125.7
-
Balance as at 31 December
10,980.2
10,818.1
(1) Goodwill has been adjusted to reflect the effect of the final purchase price allocation and the fair value assessment of identified net assets.
(2) On 28 September 2022, Polkomtel Sp. z o.o. sold 100% shares in the company.
Impairment tests performed on goodwill balances as at 31 December 2023 did not indicate impairment (see note 19 for impairment test assumptions).
18.Brands
2023
2022
Balance as at 1 January
2,060.9
2,069.6
Acquisition of Premium Mobile brand
-
28.7
Amortization of TV4, TV6 brand
(2.2)
-
Amortization of Polsat Brand
(42.0)
-
Amortization of Polo TV brand
(0.2)
-
Amortization of Plus brand
(24.1)
(24.1)
Amortization of Netia brand
(8.8)
(8.8)
Amortization of Eleven Sports brand
(0.1)
(0.1)
Acquisition of Interia brand
(2.8)
( 3 . 0 )
Amortization of Premium Mobile brand
(1.0)
(1.4)
Balance as at 31 December
1,979.7
2,060.9
Plus
Following the acquisition of Metelem Holding Company Ltd. in 2014, the Group recognized a value of the Plus brand. The brand is amortized over the useful life of 51 years (until the year 2065). The carrying amount of the brand was allocated to ”B2C and B2B services” cash- generating unit.
55
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Polsat
The value of the Polsat brand is recognized following the acquisition of Telewizja Polsat S.A. (currently Telewizja Polsat Sp. z o.o.) in 2011. Group disclosed brand value in consolidated financial statements in amount of PLN 840.0.
The Group recognized that there is a foreseeable period in which the Polsat brand will be beneficial to the Group, and for this reason a specific useful life was assumed starting in 2023.The Polsat brand is amortized over usufel life of 20 years (until the year 2042). The carrying amount of the brand was allocated to “Media: television and online” cash-generating unit .
TV4 and TV6
In the consolidated financial statements, as a result of acquisition of Polskie Media S.A., the Group has recognized in 2013 among others goodwill and TV4 and TV6 brands. Group disclosed brand value in consolidated statements in amount of PLN 43.0.
The Group recognized that there is a foreseeable period during which the TV4 and TV6 brands will benefit the Group, and for this reason a specific useful life was assumed starting in 2023.The TV4 and TV6 brands are amortized over usufel life of 20 years (until the year 2042). The carrying amount of the brand was allocated to ”Media: television and online” cash- generating unit.
Polo TV
The value of the Polo TV brand is recognized following the acquisition of Lemon Records Sp. z o.o. on 4 December 2017. Group disclosed brand value in consolidated financial statements in amount of PLN 4.7.
The Group recognized that there is a foreseeable period during which the Polo brand will benefit the Group, and for this reason a specific useful life was assumed starting in 2023.The Polo TV brand is amortized over its useful life of 20 years (until the year 2042). The carrying amount of the brand was allocated to ”Media: television and online” cash-generating unit.
Netia
The value of the Netia brand is recognized following obtaining control by the Group over Netia S.A. on 22 May 2018. The value of Netia brand recognized in the consolidated financial statements amounted to PLN 88.5.
The brand is amortized over the useful life of 10 years (until the year 2028). The carrying amount of the brand was allocated to ”B2C and B2B services” cash-generating unit.
Interia
The value of the Interia brand is recognized following obtaining in 2020 control by the Group over Interia Group, i.e. Grupa Interia.pl Sp. z o.o., Grupa Interia.pl Sp. z o.o. Sp.k., Grupa Interia.pl Media Sp. z o.o. Sp. k., Mobiem Polska Sp. z o.o. and Mobiem Polska Sp. z o.o. Sp. k. In 2021 the Group finalized the purchase price allocation and recognized among others Interia brand in the amount of PLN 82.7. The brand is amortized over the useful life of 30 years (until the year 2050).
The carrying amount of the brand was allocated to ”Media: television and online” cash- generating unit.
Premium Mobile
The value of the Premium Mobile brand is recognized following obtaining in 2021 control by the Group over Premium Mobile Group, i.e. Premium Mobile Sp. z o.o., Visignio Sp. z o.o., Saveadvisor Sp. z o.o. and Mobi Dealer Sp. z o.o. In 2022 the Group finalized the purchase price allocation and recognized among others Premium Mobile brand in the amount of PLN 28.7. The brand is amortized over the useful life of 30 years (until the year 2051).
56
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The carrying amount of the brand was allocated to ” B2C and B2B services” cash-generating unit.
19.Impairment test (including goodwill and intangible assets with indefinite useful life)
The Group recognized goodwill and brands with indefinite useful life in the consolidated financial statements. Their carrying amounts were allocated to the cash-generating units which also represent the Group’s operating segments.
Goodwill and brands with indefinite useful life are tested for impairment annually or more frequently if possible impairment is indicated. Goodwill and brands are allocated to the below cash-generating units for the purpose of testing for impairment. The allocation was made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose and the brands were identified.
The Group tests the total carrying amount of the cash-generating units and any impairment identified is recognized in the profit or loss immediately with respect to goodwill first and is not subsequently reversed. If goodwill is fully impaired the remaining amount of the impairment loss is allocated to the brands and other assets of the cash-generating unit on a pro rata basis.
2023
“B2C and B2B services” cash-generating unit
Cash-generating unit as at 1 January
7,826.3
Adjusted goodwill recognized on the acquisition of 69 Specialist Sales and Customer Service Points in the form of an organized part of the enterprise
0.1
Cash-generating unit as at 31 December
7,826.4
“Media: television and online” cash-generating unit
Cash-generating unit as at 1 January
3,862.1
Goodwill recognized on the acquisition of 4FUN Sp. z o.o.
26.0
Goodwill recognized on the acquisition of naEKRANIE.pl Sp. z o.o.
10.3
Cash-generating unit as at 31 December
3,898.4
“Real Estate” cash-generating unit
Cash-generating unit as at 1 January
17.4
Cash-generating unit as at 31 December
17.4
“ Green Energy” cash-generating unit
Cash-generating unit as at 1 January
-
Goodwill recognized on the acquisition of PAK-Polska Czysta Energia Sp. z o.o.
125.7
Cash-generating unit as at 31 December
125.7
The recoverable amounts of all the cash generating units have been determined based on the value-in-use calculations. These calculations were based on discounted free cash flows and involved the use of estimates related to cash flow before tax projections based on actual financial business plans covering the 5-year period until 2028 or 10-year period until 2033, taking into account the benefits and factors (including transfers between individual CGUs) that a rational market participant would take into account. Cash flow projections after 5-year or 10- year forecast period are estimated using the terminal growth. Terminal growth rate does not exceed the long-term average growth rate for the country in which the Group operates.
57
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The key financial assumptions used in the value-in-use calculations
The most sensitive key financial assumptions used in the value-in-use calculations of “Media: television and online” cash-generating unit, “B2C and B2B Services” cash-generating unit, “Real Estate” and “Green energy” cash-generating unit cash-generating unit were as follows:
• discount rates,
• terminal growth rate used for estimating the cash flows beyond the period of financial plans,
• energy prices,
• profile and and volume of energy production.
Discount rate – the discount rate reflects the management’s estimation of the risks specific to each cash-generating unit, taking into account the time value of money and risks specific to the asset. The discount rate was estimated on the basis of weighted average cost of capital method (WACC) and considered Group’s and its operating segments’ business environment. WACC considers both debt and equity. Cost of equity is based on the return on investment expected by the Group’s investors while cost of debt is based on the interest bearing debt instruments. Operating segment- specific risk is considered by the estimation of beta. Beta is estimated annually and is based on the market data.
Terminal growth rate – growth rates are based on widely available published market data.
Energy prices – most of the revenues in the Green energy segment come from the sale of energy produced from RES sources and from trading electricity on the market, and are largely dependent on the level of market energy prices and their volatility. Market prices will largely determine the level of revenues generated from the production and sale of electricity. In order to reduce exposure to energy price fluctuations, some of the PAK-PCE Group's solar and wind generation companies have entered into Power Purchase Agreement (PPA) contracts.
Energy production volume – the peak period of energy production from photovoltaic farms is in the spring and summer, while wind farms record the highest production levels during the first and fourth quarters. An important factor influencing the level of energy production in a given period, and thus the revenues generated, from wind and photovoltaic installations are meteorological conditions, in particular wind power and sunshine levels. The volume of production of RES sources also affects the level of electricity prices. Periods with high windiness or a high level of insolation can lead to an overproduction of RES energy and, as a result, a temporary drop in market energy prices. On the other hand, unfavorable wind or solar conditions combined with high energy demand (e.g., due to low temperatures) cause shortages of energy produced from PV and wind sources and translate into temporary increases in market energy prices.
The key financial assumptions used for value-in-use calculations in 2023 and 2022 are as follows:
Media: television and online
B2C and B2B services
Real Estate
Green Energy
2023
2022
2023
2022
2023
2022
2023
2022
Terminal growth
2.5%
2.5%
2.0%
2.0%
2.0%
2.0%
2.5%
-
Discount rate before tax
11.6%
14.9%
8.9%
11.2%
9.0%
13.5%
11.3%
-
The impairment tests for goodwill and brands allocated to “Media: television and online”, “B2C and B2B services”, “Real Estate” and “Green Energy” cash-generating units did not indicate impairment as at 31 December 2023.
The Group believes that the key assumptions made in testing for impairment of the “Media: television and online”, “B2C and B2B services”, “Real Estate” and “Green Energy” cash-
58
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
generating units as at 31 December 2023 are reasonable and are based on our experience and market forecasts that are published by the industry experts.
Sensitivity analysis of key financial assumptions in the “Media: television and online”, “B2C and B2B services” and “Green energy”
Media segment
The CGU’s value-in-use amounted to PLN 7,251.9 as at 31 December 2023 and exceeded its carrying amount by PLN 2,310.8, therefore no impairment of the CGU and the goodwill assigned to it were identified.
Had any of the key assumptions changes as follows, the CGU’s value-in-use would equal its carrying amount as at 31 December 2023:
- decrease in the cash flows after the 5-year forecast period by 46.4% or
- decrease in the terminal growth rate by 6.7 p.p. or
- increase of the discount rate by 4.3 p.p.
Unfavorable exemplary changes in the key assumptions adopted in the test (without changing its other parameters) would result in decrease in value-in-use of assets assigned to the CGU by:
- PLN 719.1, had the discount rate (before tax) increased by 1 p.p.; or
- PLN 541.1, had the terminal growth rate decreased by 1 p.p.; or
- PLN 498.3, had the cash flows after the 5-year forecast period decreased by 10%.
B2C and B2B services segment
The CGU’s value-in-use amounted to PLN 23,994.2 as at 31 December 2023 and exceeded its carrying amount by PLN 5,505.4, therefore no impairment of the CGU and the goodwill assigned to it were identified.
Had any of the key assumptions changes as follows, the CGU’s value-in-use would equal its carrying amount as at 31 December 2023:
- decrease in the cash flows after the 5-year forecast period by 30.5% or
- decrease in the terminal growth rate by 2.6 p.p. or
- increase of the discount rate by 2.0 p.p.
Unfavorable exemplary changes in the key assumptions adopted in the test (without changing its other parameters) would result in decrease in value-in-use of assets assigned to the CGU by:
- PLN 346.9, had the discount rate (before tax) increased by 0.1 p.p.; or
- PLN 1,354.9, had the terminal growth rate decreased by 0.5 p.p.; or
- PLN 360.6, had the cash flows after the 5-year forecast period decreased by 2%.
Green energy
The CGU’s value-in-use amounted to PLN 4,028.6 as at 31 December 2023 and exceeded its carrying amount by PLN 117.4, therefore no impairment of the CGU and the goodwill assigned to it were identified.
59
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Had any of the key assumptions changes as follows, the CGU’s value-in-use would equal its carrying amount as at 31 December 2023:
- decrease in the cash flows after the 10-year forecast period by 6.4% or
- decrease in the terminal growth rate by 0.55 p.p. or
- increase of the discount rate by 0.3 p.p.
Unfavorable exemplary changes in the key assumptions adopted in the test (without changing its other parameters) would result in decrease in value-in-use of assets assigned to the CGU by:
- PLN 309.2, had the discount rate (before tax) increased by 0.5 p.p.; or
- PLN 157.0, had the terminal growth rate decreased by 0.5 p.p.; or
- PLN 133.4, had the cash flows after the 10-year forecast period decreased by 5%.
20. Customer relationships and other intangible assets
31 December 2023
31 December 2022
Customer relationships
300.2
643.7
Customer relationships total
300.2
643.7
Software and licenses
741.3
598.6
Concessions
2,372.7
1,919.8
Other
956.5
54.7
Other intangible assets under development
765.3
767.5
Other intangible assets total
4,835.8
3,340.6
The customer relationships and telecommunication concessions (900 MHz, 1800 MHz and 2100 MHz) were recognized in the balance sheet following the acquisition of Metelem Holding Company Limited based on the Group’s acquisition accounting. The carrying amount of the customer relationships and concessions was allocated to ”B2C and B2B services” cash- generating unit.
The telecommunication concessions (800 MHz, 900 MHz, 1800 MHz and 2600 MHz) were recognized in the balance sheet following the acquisition of Midas S.A. based on the Group’s acquisition accounting. The carrying amount of the customer relationships and concessions was allocated to ”B2C and B2B services” cash-generating unit.
Customer relationships as at 31 December 2023 include the following:
Amortization period
Customer relationships with retail clients
8 or 10 years
Customer relationships – roaming
13 years
Customer relationships on energy market
2.5 or 17.5 years
60
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Concessions as at 31 December 2023 include the following:
Expiry date
License for frequencies in the 900 MHz band
24.02.2 026
License for frequencies in the 1800 MHz band
14.09.2029
License for frequencies in the 2600 MHz FDD band
24.01.2031
License for frequencies in the 420 MHz band
31.12.2035
License for frequencies in the 2600 MHz TDD band
31.12.2024
License for frequencies in the 1800 MHz band
31.12.2037
License for frequencies in the 2100 MHz band
31.12.2037
Additionally, in 2023 the following license decisions were issued, the period of which is after 31 December 2023:
Expiry date
License for frequencies in the 900 MHz band
31.12.2038
License for frequencies in the 3.6 GHz band
30.11.2038
61
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Customer relationships
Software and licenses
Concessions
Other
Other intangible assets under development
Other intangible assets
Cost
Cost as at 1 January 2023
4,794.6
2,049.5
4,931.4
118.1
768.3
7,867.3
Additions
-
23.7
781.6
14.8
338.0
1,158.1
Acquisition of subsidiaries (see note 40)
88.1
0.3
-
892.2*
9.9
902.4
Transfer from intangible assets under development
-
340.8
-
7.7
(348.5)
-
Disposals
-
(45.5)
(12.8)
(0.2)
-
(58.5)
Transfer between groups
-
-
-
-
(1.3)
(1.3)
Transfer to assets held for sale
-
-
(0.3)
-
-
(0.3)
Cost as at 31 December 2023
4,882.7
2,368.8
5,699.9
1,032.6
766.4
9,867.7
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2023
-
2.1
-
0.5
0.8
3.4
Recognition/(reversal)
-
(0.9)
-
-
0.3
(0.6)
Accumulated impairment losses as at 31 December 2023
-
1.2
-
0.5
1.1
2.8
Accumulated amortization
Accumulated amortization as at 1 January 2023
4,150.9
1,448.8
3,011.6
62.9
-
4,523.3
Additions
431.6
221.3
328.5
12.7
-
562.5
Disposals
-
(43.8)
(12.9)
-
-
(56.7)
Accumulated amortization as at 31 December 2023
4,582.5
1,626.3
3,327.2
75.6
-
5,029.1
Carrying amounts
Carrying amount as at 1 January 2023
643.7
598.6
1,919.8
54.7
767.5
3,340.6
Carrying amount as at 31 December 2023
300.2
741.3
2,372.7
956.5
765.3
4,835.8
* The position includes the value of intangible assets recognized as a result of the acquisition of PAK-PCE Group (see note 40), regarding wind farms and covering inter alia the value of power supply connection and energy production concession.
62
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Customer relationships
Software and licenses
Concessions
Other
Other intangible assets under development
Other intangible assets
Cost
Cost as at 1 January 2022
4,728.6
1,868.9
3,734.0
104.1
632.7
6,339.7
Additions
-
12.2
1,199.0
2.6
323.1
1,536.9
Acquisition of subsidiaries
66.0
0.9
-
5.6
0.9
7.4
Transfer from intangible assets under development
-
178.9
-
5.2
(184.1)
-
Disposals
-
(11.2)
(1.6)
(10.0)
(0.7)
(23.5)
Transfer between groups
-
-
-
10.6
(3.6)
7.0
Disposal of a subsidiary
-
(0.2)
-
-
-
(0.2)
Cost as at 31 December 2022
4,794.6
2,049.5
4,931.4
118.1
768.3
7,867.3
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2022
-
1.6
-
-
2.8
4.4
Recognition/(reversal)
-
0.5
-
0.5
(2.0)
(1.0)
Accumulated impairment losses as at 31 December 2022
-
2.1
-
0.5
0.8
3.4
Accumulated amortization
Accumulated amortization as at 1 January 2022
3,722.9
1,244.4
2,663.4
53.4
-
3,961.2
Additions
428.0
215.8
349.8
10.5
-
576.1
Disposals
-
(11.2)
(1.6)
(1.0)
-
(13.8)
Disposal of a subsidiary
-
(0.2)
-
-
-
(0.2)
Accumulated amortization as at 31 December 2022
4,150.9
1,448.8
3,011.6
62.9
-
4,523.3
Carrying amounts
Carrying amount as at 1 January 2022
1,005.7
622.9
1,070.6
50.7
629.9
2,374.1
Carrying amount as at 31 December 2022
643.7
598.6
1,919.8
54.7
767.5
3,340.6
63
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
21.Right-of-use assets
Technical infrastructure
Dark fibers
Vehicles
Points of sale premises
Office space and other premises
Right-of-use assets
Cost
Cost as at 1 January 2023
280.2
192.2
26.0
299.5
409.8
1,207.7
Acquisition of subsidiary (see note 40)
-
-
-
-
89.9
89.9
Additions
66.4
48.9
17.0
71.8
75.7
279.8
Disposals
(40.9)
(17.2)
(12.0)
(23.3)
(24.4)
(117.8)
Cost as at 31 December 2023
305.7
223.9
31.0
348.0
551.0
1,459.6
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2023
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2023
-
-
-
-
-
-
Accumulated depreciation
Accumulated depreciation as at 1 January 2023
160.1
123.1
11.3
186.8
199.4
680.7
Additions
41.1
32.6
4.5
52.5
62.5
193.2
Disposals
(18.6)
(9.2)
(8.0)
(18.3)
(4.8)
(58.9)
Accumulated depreciation as at 31 December 2023
182.6
146.5
7.8
221.0
257.1
815.0
Carrying amount
Carrying amount as at 1 January 2023
120.1
69.1
14.7
112.7
210.4
527.0
Carrying amount as at 31 December 2023
123.1
77.4
23.2
127.0
293.9
644.6
64
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Technical infrastructure
Dark fibers
Vehicles
Points of sale premises
Office space and other premises
Right-of-use assets
Cost
Cost as at 1 January 2022
264.7
180.7
28.5
264.9
545.6
1,284.4
Acquisition of subsidiary
-
-
-
-
13.9
13.9
Additions
39.8
23.5
6.3
52.6
29.4
151.6
Disposals
(24.3)
(12.0)
(8.8)
(18.0)
(34.0)
(97.1)
Disposal of a subsidiary
-
-
-
-
(145.1)
(145.1)
Cost as at 31 December 2022
280.2
192.2
26.0
299.5
409.8
1,207.7
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2022
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2022
-
-
-
-
-
-
Accumulated depreciation
Accumulated depreciation as at 1 January 2022
130.4
98.4
11.7
147.5
199.9
587.9
Additions
41.3
32.1
4.7
51.5
61.1
190.7
Disposals
(11.6)
(7.4)
(5.1)
(12.2)
(30.5)
(66.8)
Disposal of a subsidiary
-
-
-
-
(31.1)
(31.1)
Accumulated depreciation as at 31 December 2022
160.1
123.1
11.3
186.8
199.4
680.7
Carrying amount
Carrying amount as at 1 January 2022
134.3
82.3
16.8
117.4
345.7
696.5
Carrying amount as at 31 December 2022
120.1
69.1
14.7
112.7
210.4
527.0
65
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
22.Programming assets
31 December 2023
31 December 2022
Acquired film licenses
277.2
300.8
Capitalised cost of external production and sports rights
500.6
766.1
Co-productions
2.5
4.6
Prepayments
202.7
129.5
Total
983.0
1,201.0
Of which: Current
678.2
699.2
Non-current
304.8
501.8
Change in programming assets
2023
2022
Net carrying amount as at 1 January
1,201.0
1,370.0
Increase*
416.2
418.7
Change in impairment losses:
(0.1)
5.4
Film licenses
(0.1)
5.4
Change in internal production*
29.3
85.0
Amortization of film licenses and sports rights
(660.5)
(668.6)
Disposals:
(2.9)
(8.9)
Sale of film licenses
(2.9)
(8.9)
Other decrease
-
(0.6)
Net carrying amount as at 31 December
983.0
1,201.0
* includes change in prepayments
Commitments related to acquisition of programming assets by the Group are presented in note 52.
66
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
23.Investment property
2023
2022
Cost as at 1 January
690.8
39.4
Acquisitions (see note 40)
184.6
761.8
Additions
19.6
85.8
Disposals
(73.6)
-
Transfer between groups
(96.6)
(45.8)
Disposal of a subsidiary
-
(150.4)
Cost as at 31 December
724.8
690.8
Write-offs as of 1 January
-
-
Additions
0.8
-
Write-offs as of 31 December
0.8
-
Accumulated depreciation as at 1 January
43.8
11.0
Additions
19.3
33.5
Disposals
(3.5)
(0.7)
Transfer between groups
(35.6)
-
Accumulated depreciation as at 31 December
24.0
43.8
Carrying amount as at 1 January
647.0
28.4
Carrying amount as at 31 December
700.0
647.0
24.Deferred distribution fees
31 December 2023
31 December 2022
Deferred distribution fees
312.4
297.1
Of which: Current
227.4
217.3
Non-current
85.0
79.8
Deferred distribution fees include commissions for distributors for contracts effectively concluded with subscribers. These costs are expensed by the Group to profit or loss over the minimum base period of the subscription contracts.
As at 31 December 2023, the balance of distribution fees relating to agreements whose basic period as at the date of signing was more than 12 months amounted to PLN 308.6 (as at 31 December 2022: PLN 297.1).
67
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
25.Non-current trade receivables and other non-current assets
31 December 2023
31 December 2022
Non-current trade receivables
968.1
930.0
Non-current trade receivables total
968.1
930.0
Shares in associates and joint ventures accounted for using the equity method
10.1
1,884.2
Bonds
20.8
-
Deferred costs
9.7
4.6
Investment in joint ventures
-
5.9
Deposits paid
9.8
3.0
Other shares
617.2
2.9
Derivative instruments (note 42)
35.2
17.4
Total
702.8
1,918.0
As at 31 December 2023 and 31 December 2022 Non-current trade receivables include receivables from installment plan purchases. Non-current trade receivables are denominated in PLN.
•Shares in Asseco Poland S.A. measured at fair value through profit or loss
On 21 September 2023 Cyfrowy Polsat S.A. sold 12.82% Asseco Poland S.A. shares. Following the transaction, the Company holds a total of 10.13% of Asseco shares. After the transaction, i.e. from 21 September 2023 Asseco Poland S.A. is ceased to be an associate. Shares in Asseco Poland S.A. were recognized in the amount of PLN 614.4 as at 31 December 2023 and valued at fair value through profit or loss.
•Shares in associates accounted for using the equity method – PAK-Polska Czysta Energia Sp. z o.o.
On 27 July 2022 Cyfrowy Polsat acquired 40.41% shares in PAK-Polska Czysta Energia Sp. z o.o. As at 31 December 2022 shares were accounted for using the equity method. On 3 July 2023 Cyfrowy Polsat acquired additional 10.1% Pak-Polska Czysta Energia Sp. z o.o. and took control of the company PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries. Settlement of the acquisition of shares is presented in note 40.
26.Loans granted
Loans granted
31 December 2023
31 December 2022
Current loans granted
116.2
250.5
Non-current loans granted
10.9
325.6
Total
127.1
576.1
Loans granted as at 31 December 2023 include mainly loan to Goalscreen Holdings Limited with repayment due date in 2024. Loans granted as at 31 December 2022 included mainly loans to PAK-Polska Czysta Energia Sp. z o.o. with repayment due date in 2023-2025.
68
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in loans granted
2023
Loans granted as at 1 January
576.1
Repayment of granted loans – capital
(133.0)
Repayment of granted loans – interests
(16.0)
Granting new loans
343.4
Interest accrued
31.8
Foreign exchange
(25.3)
The effect of gaining control over PAK-PCE Group and consolidation
(645.5)
The effect of gaining control over Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. and consolidation
(4,4)
Loans granted as at 31 December
127.1
27.Contract assets
Change in contract assets
Contract assets
31 December 2023
Contract assets as at 1 January
377.1
Additions
236.6
Disposals (invoiced amounts transferred to trade receivables)
(250.5)
Contract assets as at 31 December
363.2
Write-off
(14.2)
Contract assets as at 31 December
349.0
28.Inventories
Types of inventories
31 December 2023
31 December 2022
Mobile phones
125.0
148.3
Laptops, tablets and modems
40.2
37.3
Set-top boxes and disc drives
101.7
114.8
Apartments
480.3
455.7
Certificates of origin
24.2
-
Other inventories
444.2
406.3
Total net book value
1,215.6
1,162.4
Other inventories comprise primarily of raw materials used in the production of set-top boxes and components of photovoltaic installations.
69
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Write-offs of inventories
2023
2022
Opening balance
6.0
11.9
Increase
5.2
8.0
Utilisation
(3.1)
(6.4)
Decrease
(0.8)
(7.5)
Closing balance
7.3
6.0
29.Trade and other receivables
31 December 2023
31 December 2022
Trade receivables from related parties
11.5
12.4
Trade receivables from third parties
2,650.1
2,516.6
Tax and social security receivables
182.4
137.7
Other receivables
103.1
84.6
Total
2,947.1
2,751.3
Trade receivables from third parties include primarily receivables from individual customers, media houses and distributors.
Trade receivables by currency
Currency
31 December 2023
31 December 2022
PLN
2,501.4
2,412.6
EUR
143.4
92.5
USD
15.0
18.5
Other
1.8
5.4
Total
2,661.6
2,529.0
Movements in the allowance for impairment of accounts receivable (trade and other receivables)
2023
2022
Opening balance
182.4
182.2
Increase
124.4
103.0
Reversal
(7.2)
(9.7)
Utilisation
(118.3)
(93.1)
Closing balance
181.3
182.4
Of which: Short-term
126.6
125.7
Long-term
54.7
56.7
70
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
30.Other current assets
31 December 2023
31 December 2022
Derivative instruments (note 42)
21.6
63.9
Unbilled revenue
46.0
7.7
Other deferred costs
52.7
41.8
Other
19.4
23.8
Total
139.7
137.2
31.Cash and cash equivalents
31 December 2023
31 December 2022
Cash on hand
2.1
1.3
Current accounts
318.1
290.9
Cash in transit
0.4
0.5
Deposits*
2,985.4
515.8
Total
3,306.0
808.5
* with maturity of up to 3 months from the date of establishing the deposit
The Group places its cash and cash equivalents in banks and financial institutions with reliability proven by ratings awarded by widely recognized agencies Standard & Poor’s, Moody's or Fitch, required by the loan agreement and policies adopted therein.
Currency
31 December 2023
31 December 2022
PLN
2,191.9
745.4
EUR
1,104.8
58.5
USD
9.2
4.4
CHF
0.1
0.2
Total
3,306.0
808.5
As the Group cooperates with well-established Polish and international banks, the risks relating to deposited cash are considerably limited.
Restricted cash in the amount of PLN 19.7 includes mainly guarantee deposits.
71
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
32.Equity
Share capital
Presented below is the structure of the Company’s share capital as at 31 December 2023 and at 31 December 2022:
Share series
Number of shares*
Nominal value of shares
Type of shares
Series A
2,500,000
0.1
Registered, preference shares (2 voting rights)
Series B
2,500,000
0.1
Registered, preference shares (2 voting rights)
Series C
7,500,000
0.3
Registered, preference shares (2 voting rights)
Series D
166,917,501
6.7
Registered, preference shares (2 voting rights)
Series D
8,082,499
0.3
Ordinary bearer shares
Series E
75,000,000
3.0
Ordinary bearer shares
Series F
5,825,000
0.2
Ordinary bearer shares
Series H
80,027,836
3.2
Ordinary bearer shares
Series I
47,260,690
1.9
Ordinary bearer shares
Series J
243,932,490
9.8
Ordinary bearer shares
Total
639,546,016
25.6
* not in millions
The shareholders’ structure as at 31 December 2023 was as follows:
Number of shares*
Nominal value of shares
% of share capital
held
Number of votes*
% of voting rights
Zygmunt Solorz, by:
396,802,022
15.9
62.04%
576,219,523
70.36%
TiVi Foundation, incl. through:
386,745,257
15.5
60.47%
566,162,758
69.13%
Reddev Investments Ltd.
386,745,247
15.5
60.47%
566,162,738
69.13%
incl. through:
Cyfrowy Polsat S.A. 1
88,842,485
3.6
13.89%
88,842,485
10.85%
Tobias Solorz 2 , incl. through:
10,056,765
0.4
1.57%
10,056,765
1.23%
ToBe Investments Group
Ltd.
4,449,156
0.2
0.70%
4,449,156
0.54%
Others
242,743,994
9.7
37.96%
242,743,994
29.64%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 Own shares acquired under the buy-back program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, Cyfrowy Polsat S.A. does not exercise voting rights attached to own shares.
2 Person under the presumption of the existence of an agreement referred to in article 87 section 1 item 5 of the Public Offering Act.
72
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The shareholders’ structure as at 31 December 2022 was as follows:
Number of shares*
Nominal value of shares
% of share capital held
Number of votes*
% of voting rights
Zygmunt Solorz, by
396,802,022
15.9
62.04%
576,219,523
70.36%
TiVi Foundation,
incl.through:
386,745,257
15.5
60.47%
566,162,758
69.13%
Reddev Investments Ltd.,
incl. through:
386,745,247
15.5
60.47%
566,162,738
69.13%
Cyfrowy Polsat S.A. 1
88,842,485
3.6
13.89%
88,842,485
10.85%
Tobias Solorz 2
5,607,609
0.2
0.88%
5,607,609
0.68%
ToBe Investments Group Ltd.
4,449,156
0.2
0.70%
4,449,156
0.54%
Nationale-Nederlanden PTE
41,066,962
1.6
6.42%
41,066,962
5.02%
Others
201,677,032
8.1
31.53%
201,677,032
24.63%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 Own shares acquired under the buy-back program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, Cyfrowy Polsat S.A. does not exercise voting rights attached to own shares.
2 Person is under the presumption of the existence of an agreement referred to in article 87 section 1 item 5 of the Public Offering Act.
Share premium
Share premium includes the excess of issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
On 29 June 2023 the Annual General Meeting of the Company adopted a resolution on the distribution of the Company’s net profit for the financial year 2022. In accordance with the provisions of the resolution, the total amount of the net profit was allocated to the supplementary capital amounted to PLN 1,248.6.
Other reserves
Other reserves as at 31 December 2023 include mainly the reserve capital created for the purposes of the share buyback program in the amount of PLN 2,914.8.
Treasury shares
Treasury shares as at 31 December 2023 and as at 31 December 2022 include a total of 88,842,485 (not in millions) own shares, representing in total 13.89% of the share capital of the Company and entitling to exercise 88,842,485 (not in millions) votes at the general meeting of the Company, constituting 10.85% of the total number of votes at the general meeting of the Company.
Non-controlling interests
Non-controlling interests relate primarily to interests attributable to non-controlling shareholders of Port Praski Sp. z o.o. and its subsidiaries (PLN 269 as at 31 December 2023) and PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (PLN 620 as at 31 December 2023). PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries are included in Green energy segment. Port Praski Sp. z o.o. and its subsidiaries are included in Real Estate segment.
73
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below shows aggregate data for PAK-PCE Group subsidiaries that have project financing:
For the period from July to December 2023
Revenue from sales
345.5
Operating costs
(348.8)
Including: depreciation
(20.7)
Operating loss
(5.5)
As of 31 December 2023
Cash
250.4
Loan liabilities*
(1,226.5)
Lease liabilities
(59.0)
*excludes inter-company loans
33.Hedge valuation reserve
The Company concluded the following interest rate swap transactions, which consisted in exchange of interest payments based on a floating rate WIBOR 3M into interest payments based on a fixed interest rate:
Conclusion date
Contractor
Nominal amount secured
Hedge start date
Hedge end date
Fixed interest rate
26.11.2021
Santander Bank Polska S.A.
125.0
31.03.2022
31.12.2024
3.0925%
18.02.2022
BNP Paribas
125.0
30.09.2022
31.12.2024
4.1550%
25.03.2022
PKO Bank Polski S.A.
125.0
30.09.2022
31.12.2024
5.7200%
29.04.2022
Santander Bank Polska S.A.
125.0
31.03.2023
31.03.2025
6.5750%
19.05.2022
Santander Bank Polska S.A.
125.0
31.03.2023
31.03.2025
6.2450%
22.07.2022
BNP Paribas
125.0
31.03.2023
30.06.2025
6.0600%
The Company concluded the following currency interest rate swap transactions, which consisted in exchange of interest payments denominated in euro based on a floating rate EURIBOR 3M into interest payments based on a fixed interest rate:
Conclusion date
Contractor
Nominal amount secured
Hedge start date
Hedge end date
Fixed interest rate
26.09.2023
Societe Gene rale
25.0
29.09.2023
30.09.2026
3.6350%
17.11.2023
Societe Generale
25.0
28.03.2024
31.03.2027
3.1020%
74
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The Company concluded the following forward transactions, which consisted on the purchase by the Company of euro currency at a fixed date in the future at the exchange rate determined on the date of the transaction:
Conclusion date
Contractor
Nominal amount
Maturity date
Forward exchange rate
20.10.2023
PKO Bank Polski S.A.
0.65
31.01.2024
4.4865
20.10.2023
PKO Bank Polski S.A.
0. 55
29.02.2024
4.4939
20.10.2023
PKO Bank Polski S.A.
0.55
28.03.2024
4.5017
08.11.2023
PKO Bank Polski S.A.
0.40
31.01.2024
4.4815
08.11.2023
PKO Bank Polski S.A.
0.60
30.04.2024
4.5040
21.12.2023
PKO Bank Polski S.A.
0.40
29.02.2024
4.3629
21.12.2023
PKO Bank Polski S.A.
0.60
31.05.2024
4.3858
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2023
IRS
CIRS
Forward transactions
Assets
Short-term
4.3
-
-
Liabilities
Long-term
(2.0)
(5.2)
-
Short-term
(3.7)
(0.6)
(0.4)
Total
(1.4)
(5.8)
(0.4)
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2022
IRS
Assets
Long-term
6.6
Short-term
16.5
Liabilities
Long-term
(0.7)
Total
22.4
Impact of hedging instruments valuation on hedge valuation reserve
2023
2022
Balance as at 1 January
18.2
9.0
Valuation of cash flow hedges
(28.8)
11.4
Deferred tax
5.5
(2.2)
Change for the period
(23.3)
9.2
Balance as at 31 December
(5.1)
18.2
75
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
34.Loans and borrowings
31 December 2023
31 December 2022
Short-term liabilities
1,069.7
1,512.6
Long-term liabilities
9,534.3
6,624.8
Total
10,604.0
8,137.4
Change in loans and borrowings liabilities:
2023
2022
Balance as at 1 January
8,137.4
8,744.5
Loans and borrowings on acquisition of PAK-Polska Czysta Energia Sp. z o.o. (see note 40)
1,704.2
-
Effect of obtaining control over PAK-Polska Czysta Energia Sp. z o.o. and consolidation
(645.5)
-
Loans and borrowings on acquisition of Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. (see note 40)
8.8
-
Effect of obtaining control over Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o.
(4.4)
-
Loans and borrowings on acquisition of Port Praski Sp. z o.o.
-
238.3
Loans and borrowings inflows*
12,157.0
141.2
Loan conversion
(8,255.0)
-
Repayment of capital
(2,327.0)
(1,045.1)
Repayment of interest and commissions**
(1,018.6)
(525.7)
One-time loans repayment
20.8
-
Interest accrued and commissions
908.4
582.7
Foreign exchange
(82.1)
1.5
Balance as at 31 December
10,604.0
8,137.4
* includes capital increase due to capitalization of accrued interest
** includes interest settled under capitalization of interest on principal
Conclusion of Senior Facilities Agreement with a consortium of financial institutions
On 28 April 2023, Cyfrowy Polsat S.A. and Polkomtel Sp. z o.o. and other subsidiaries of the Cyfrowy Polsat S.A. Capital Group concluded the Senior Facilities Agreement, sustainability linked financing (the “Facilities Agreement”), with a consortium of Polish and foreign financial institutions, including, among others, Santander Bank Polska S.A. acting as an Agent and Bank Polska Kasa Opieki S.A. acting as a Security Agent.
The Facilities Agreement provides to the Company and Polkomtel Sp. z o.o. for PLN term facility loan to be granted up to a maximum amount of PLN 7,255.0, an EUR term facility loan up to a maximum amount of EUR 506.0 (the “Term Facilities”) and a revolving facility loan up to a maximum amount of the equivalent of PLN 1,000.0 (the “Revolving Facility”).
The Term Facilities and the Revolving Facility bear interest at a variable rate equal to WIBOR/EURIBOR for the relevant interest periods plus margin. The margin of the Term Facilities and the Revolving Facility depends on the level of the consolidated total debt ratio (net debt to consolidated EBITDA) calculated jointly for certain entities from the Company’s capital group, and also on the achievement by the Cyfrowy Polsat S.A. Capital Group of
76
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
certain targets concerning green energy production and zero-carbon electricity consumption by certain entities from the Company’s capital group.
The Term Facilities and the Revolving Facility will be used by the Company in particular for:
a) repayment of all indebtedness under the Senior Facilities Agreement concluded on 21 September 2015, as amended by agreements dated 2 March 2018 and 27 April 2020,
b) making funds available to companies implementing investment projects defined in the Facilities Agreement; and
c) financing general corporate needs of the Company’s capital group.
The Facilities Agreement provides for the establishment by the Company and other entities in the Cyfrowy Polsat S.A. Capital Group of collateral securing the repayment of loans granted thereunder.
The term of the Term Facilities and the Revolving Facility is 5 years from the date of execution of the Facilities Agreement and the final repayment date of each of these facilities is 28 April 2028. The PLN term facility will be repaid in quarterly installments of varying amounts. The EUR term facility will be repaid in one installment on the final repayment date.
Decision on early repayment of facility loans
On 9 May 2023 Cyfrowy Polsat and Polkomtel Sp. z o.o. (a subsidiary of the Company) submitted to the facility agent an irrevocable instruction to activate the procedure for early repayment of the full amount of the term facility loan and the revolving facility loan granted under the Senior Facilities Agreement concluded on 21 September 2015, as amended by agreements dated 2 March 2018 and 27 April 2020.
A prepayment in the aggregate amount of PLN 8,843.7 was made on 16 May 2023.
As a result of the prepayment, the Company and Polkomtel Sp. z o.o. repaid the entire debt under the indicated facilities agreement.
Security
Pursuant to the Facilities Agreement, certain members of the Company’s capital group are to grant guarantees under the English law to each of the financing parties under the Senior Facilities Agreement and other finance documents executed in relation thereto (in the amount of the facility increased by all fees and receivables contemplated in the Senior Facilities Agreement or other finance documents executed in relation thereto). The guarantees secure:
(i)
the timely discharge of the obligations under the Senior Facilities Agreement and other finance documents executed in relation thereto;
(ii)
a payment of amounts due under the Senior Facilities Agreement and other finance documents executed in relation thereto and
(iii)
an indemnification of the financing parties referred to above against any liabilities, costs and losses that such financing parties may incur in relation to the unenforceability, ineffectiveness or unlawfulness of any obligation secured by the guarantee described above.
The period of the guarantees has not been specified. The guarantors will be remunerated at arm’s length for granting the guarantees.
In order to secure the repayment of claims under the Senior Facilities Agreement, the Company, other Group companies listed below, as guarantors, and the Security Agent,
77
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
entered into and signed agreements and other documents providing for the establishment of the following collateral:
(i)
registered pledges over collections of movables and property rights of variable composition, included in the enterprises of the Company, Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy Sp. z o.o., Polsat Media Sp. z o.o. and Muzo.fm Sp. z o.o.;
(ii)
financial and registered pledges over all shares in Polkomtel Sp. z o.o. and Telewizja Polsat Sp. z o.o. held by the Company, as well as over all shares in Netia S.A. held by the Company, and all shares in Polsat Media Biuro Reklamy Sp. z o.o. and Muzo.fm Sp. z o.o. held by Telewizja Polsat Sp. z o.o., and over all shares in Polsat Media Sp. z o.o. held by the Company, Telewizja Polsat Sp. z o.o. and Polsat Media Biuro Reklamy Sp. z o.o., for which the applicable law is Polish law, together with powers of attorney to exercise corporate rights attached to the shares in the aforementioned companies;
(iii)
financial and registered pledges over the receivables related to the bank accounts of the Company, Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy Sp. z o.o., Polsat Media Sp. z o.o. and Muzo.fm Sp. z o.o., for which the applicable law is the Polish law;
(iv)
powers of attorney to the bank accounts of the Company, Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy Sp. z o.o., Polsat Media Sp. z o.o. and Muzo.fm Sp. z o.o., for which the applicable law is the Polish law;
(v)
registered pledges over the rights to the trademarks of the Company, Polkomtel Sp. z o.o., Telewizji Polsat Sp. z o.o., Netia S.A., Polsat Media Sp. z o.o., for which the applicable law is Polish law;
(vi)
assignment of receivables for security under hedging agreements payable to the Company and Polkomtel Sp. z o.o., for which the applicable law is English law;
(vii)
assignment of rights for security under insurance agreements for real properties and assets made by the Company, Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy Sp. z o.o., Polsat Media Sp. z o.o. and Muzo.fm Sp. z o.o.;
(viii)
statements of the Company, Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy Sp. z o.o., Polsat Media Sp. z o.o. and Muzo.fm Sp. z o.o. on submission to enforcement under a notarial deed, for which the applicable law is Polish law;
(ix)
a joint contractual mortgage, governed by Polish law, over the following real properties owned by or in perpetual usufruct of the Company: (a) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00104992/7, (b) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00102149/9, (c) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00103400/4, (d) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00131411/9, (e) land property located in Warsaw, Praga Północ district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00100110/3, (f) land property located in Warsaw, Praga Północ district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00100109/3, (g) land property located in Warsaw, Praga Północ district, land and mortgage register No. WA3M/00102615/7, (h) land property located in Warsaw, Praga Północ district,
78
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00132063/1, (i) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00101039/8, (j) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00136943/2, (k) land held in perpetual usufruct and a building constituting a separate property located in Warsaw, Targówek district, in the area of ul. Utrata, land and mortgage register No. WA3M/00186120/2;
(x)
a contractual mortgage, governed by Polish law, over land property located in Warsaw, Ursynów district, in the area of ul. Baletowa and Puławska, land and mortgage register No. WA5M/00478842/7, owned by Polkomtel;
(xi)
a joint contractual mortgage, governed by Polish law, over the following properties owned or co-owned by Netia S.A.: (a) land property located in Jawczyce, Ożarów Mazowiecki commune, land and mortgage register WA1P/00133706/7, (b) land property located in Kraków, Podgórze district, in the area of ul. Luciany Frassati- Gawrońskiej, land and mortgage register KR1P/00359665/5, (c) land property located in Warsaw, Ursynów district, in the area of ul. Poleczki, land and mortgage register WA2M/00142936/8, (d) land property located in Warsaw, Ursynów district, in the area of ul. Poleczki, land and mortgage register WA5M/00468204/0, (e) land property located in Warsaw, Ursynów district, in the area of ul. Tango, land and mortgage register WA2M/00138733/4.
Financing of projects related to the production of green Energy
In 2021-2023, the companies of the PAK-PCE Group concluded investment loan agreements to finance the implementation of investment projects related to renewable energy sources.
PAK-PCE Biopaliwa i Wodór Sp. z o.o.
On 1 July 2022, an amendment agreement to the loan agreement of 29 January 2021 was made between ZE PAK S.A. (ZE PAK), PAK-PCE Biopaliwa i Wodór Sp. z o.o. (PAK-PCE BiW) and Bank Polska Kasa Opieki S.A., on the basis of which a loan in the total amount of up to PLN 160.0 was transferred to PAK-PCE BiW intended to finance an investment project aimed at adapting an existing coal-fired unit, located at the Konin power plant, to burn biomass. The loan is repayable in quarterly installments of equal amount starting from 30 June 2022 and the final repayment date is 31 December 2030. The loan bears interest at a variable rate which is the sum of the WIBOR rate for the relevant interest period and a margin. The carrying value of the loan as of 31 December 2023 was PLN 127.1.
In order to secure the repayment of the loan granted, the following were established and signed: (i) a mortgage on the indicated properties of PAK-PCE BiW, (ii) financial and registered pledge on bank accounts maintained by the PAK-PCE BiW in Bank Pekao S.A. and power of attorney for each of the aforementioned bank accounts, (iii) transfer for collateral from insurance policies of assets of PAK-PCE BiW as well as assignment of receivables from heat supply contracts for the city Konin and (iv) a statement of submission of PAK-PCE BiW to execution pursuant to Article 777 § 1 point 5 of the Code of Civil Procedure.
On 23 June 2022 PAK-PCE BiW entered with Bank Polska Kasa Opieki S.A. into a credit limit agreement with maximum amount of PLN 25.0 to finance the company's general corporate purposes. Credit limit agreement expires on 30 November 2024. The loan bears interest at a variable rate, which is the sum of the WIBOR rate for the relevant interest period and a margin. As of December 31, 2023, the company has not used the limit.
79
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Farma Wiatrowa Kazimierz Biskupi Sp. z o.o.
On 20 September 2022 Farma Wiatrowa Kazimierz Biskupi Sp. z o.o. (FW Kazimierz Biskupi) entered into an investment loan agreement with Bank Gospodarstwa Krajowego intended for the construction of a wind farm. The loan agreement provides for a term loan up to a maximum amount of PLN 135.0 and VAT loan up to maximum amount of PLN 30.0. The interest rate on the loans is variable and is the sum of the WIBOR rate for the relevant interest periods and a margin. The term loan will be repaid in quarterly installments. Repayment of the first installment is scheduled no later than 20 June 2024 and the final repayment date is 20 December 2038 for term loan and 20 September 2024 for VAT loan. The total carrying amount of investment loan as at 31 December 2023 was PLN 122.4.
In order to secure the repayment of the loan granted, the following were established and signed: (i) financial and registered pledge (subject to its registration) on all shares in the share capital of FW Kazimierz Biskupi together with a power of attorney to exercise the corporate rights of such shares, (ii) financial and registered pledge (subject to its registration) on receivables from bank account agreements of FW Kazimierz Biskupi, (iii) financial pledge (subject to its registration) on collection of property and property rights belonging to FW Kazimierz Biskupi, (iv) assignment as collateral to the bank of rights and receivables inter alia, an electricity sales contract, a construction contract, and loan agreements, (v) a debt subordination agreement, according to which claims of PAK-PCE against FW Kazimierz Biskupi were subordinated to the bank's claims under the loan agreement, (vi) power of attorney over bank accounts FW Kazimierz Biskupi and (vii) declarations of FW Kazimierz Biskupi and PAK-PCE on submission to execution under Article 777 of the Code of Civil Procedure.
Park Wiatrowy Pałczyn 1 Sp. z o.o. (Farma Miłosław)
On 20 April 2023 Park Wiatrowy Pałczyn 1 Sp. z o.o. (PW Pałczyn) entered into a investment loan agreement with Bank Polska Kasa Opieki S.A. intended for the construction of a wind farm Miłosław. The loan agreement provides for a term loan up to a maximum amount of PLN 95.5 and VAT loan up to maximum amount of PLN 5.0. The interest rate on the loans is variable and is the sum of the WIBOR rate for the relevant interest periods and a margin. The term loan will be repaid in quarterly installments. Repayment of the first installment is scheduled no later than 20 June 2024 and the final repayment date is 20 December 2038 for term loan and 31 December 2023 for VAT loan. The total carrying amount of investment loan as at 31 December 2023 was PLN 76.9.
In order to secure the repayment of the loan granted, the following were established and signed: (i) financial and registered pledge on shares of PW Pałczyn, (ii) financial and registered pledge on bank accounts of PW Pałczyn and power of attorney for each of the aforementioned bank accounts, (iii) registered pledge on assets, (iv) assignment from contracts that are essential project documentation, (v) assignment of insurance policies, and (vi) declarations of PW Pałczyn on submission to execution under Article 777, paragraph 1 points 5 and 6 of the Code of Civil Procedure.
PAK-Polska Czysta Energia Sp. z o.o.
On 23 June 2021 PAK-Polska Czysta Energia Sp. z o.o. (PAK-PCE) entered into a loan agreement with EFG Bank in the total amount of PLN 300.0. intended for the support of all investments and other activities related to renewable energy projects. On 17 March 2023 maximum amount of available credit has been increased to PLN 360.0. The interest rate on the loans is variable and is the sum of the WIBOR rate for the relevant interest periods and a margin. The term loan will be repaid in quarterly installments. The total loan debt plus interest was repaid on 3 October 2023.
In addition, PAK-PCE was a party to loan agreements with ZE PAK S.A. in total maximum amount of PLN 795.9 borrowed to finance investments related to the development and
80
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
production of green hydrogen, hydrogen buses and the implementation of renewable energy installations. The interest rate on the loans was variable and was the sum of the WIBOR rate for the relevant interest periods and a margin. The final repayment date was 31 December 2023. The total loan debt plus interest was repaid on 3 October 2023.
PAK-PCE Fotowoltaika Sp. z o.o.
On 12 March 2021 PAK-PCE Fotowoltaika Sp. z o.o. concluded with a consortium of banks consisting of: PKO BP S.A., Bank Pekao S.A. and mBank S.A. credit agreement, under which an investment loan was made available to the company up to a maximum amount of PLN 175.0 to finance the construction of a photovoltaic farm, of which the term loan is PLN 138.0 and the loan to finance VAT is PLN 37.0. The VAT loan was repaid on June 30, 2022. Pursuant to an amendment agreement dated March 31, 2023, the term loan limit was raised to a maximum amount of PLN 182.0. The loan bears interest at a variable rate that is the sum of the WIBOR rate for the relevant interest periods and a margin. The term loan is repayable in quarterly installments according to the payment schedule starting from 31 March 2022 while the final repayment date is 31 December 2035. The total carrying amount of investment loan as at 31 December 2023 was PLN 162.7.
In order to secure the repayment of the loan granted, the following were established and signed: (i) mortgage on the property, (ii) financial and registered pledge on bank accounts, (iii) financial and registered pledge on shares in PAK-PCE Fotowoltaika Sp. z o.o., (iv) registered pledge on movable assets, (v) assignment of receivables from the main contracts of the project, including the insurance policies, (vi) declarations on submission to execution under Article 777 of the Code of Civil Procedure, (vii) ZE PAK surety up to PLN 10.0, (viii) power of attorney for PAK-PCE Fotowoltaika Sp. z o.o. bank accounts.
In addition, PAK-PCE Fotowoltaika Sp. z o.o. signed 3 loan agreements with ZE PAK S.A. (on 8 March 2021, 9 March 2021 and 29 March 2022) for a total maximum amount of up to PLN 9.5. The funds from the loans received were used to build a photovoltaic farm and finance the company's current operations. The loans bear interest at a variable rate, which is the sum of the WIBOR rate for the relevant interest periods and a margin. The loans mature on 31 December 2035. Total debt under the loans as of 31 December 2023 was PLN 11.3.
PAK-PCE Polski Autobus Wodorowy Sp. z o.o.
On 22 December 2022 PAK-PCE Polski Autobus Wodorowy Sp. z o.o. (PAK-PCE PAW) concluded with the National Environmental Protection and Water Management Fund an agreement on financing in the form of a loan for the construction of a production plant for innovative hydrogen buses in Świdnik. The loan was granted for a maximum amount of PLN 50.0. The loan bears interest at a variable rate of the WIBOR 3M rate with a minimum rate limitation. The term loan is repayable in quarterly equal installments according to the payment schedule starting from 20 December 2025 while the final repayment date is 20 December 2037. The total carrying amount of investment loan as at 31 December 2023 was PLN 30.2.
In connection with the loan agreement, the following were signed: (i) a blank promissory note with a promissory note declaration, (ii) a promissory note guarantee of ZE PAK S.A. along with a promissory note declaration, (iii) a mortgage on the real estate on which the project is implemented, (iv) a declaration of submission to execution on the subject of the mortgage, and (v) a pledge on a set of property and rights - once the project is implemented.
PAK Volt S.A.
PAK Volt S.A. entered into two loan agreements with ZE PAK S.A. to finance the company's current operations: on 15 December 2020 in maximum amount of PLN 13.0 and on 24 November 2022 in maximum amount of PLN 120.0. The loans bore interest at a variable rate that was the sum of the WIBOR rate for the relevant interest periods and a margin. The
81
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
15 December 2020 loan was repaid with interest on 2 October 2023. The 24 November 2022 loan matures on 31 December 2025, and as of 31 December 2023, it had not been utilized.
Farma Wiatrowa Przyrów Sp. z o.o.
On 16 October 2023, Farma Wiatrowa Przyrów Sp. z o.o. (FW Przyrów) entered into a loan agreement with EFG Bank (Luxembourg) S.A. providing for the granting of financing in the form of a term loan up to the amount of PLN 360.0, bearing interest at a variable rate representing the sum of the WIBOR rate for the relevant interest periods and a margin. The funds raised are used to implement the "Przyrów" wind power project with a target estimated installed capacity of 50.4 MW. The loan's repayment date was set for 16 October 2028. The carrying value of the loan as of 31 December 2023 was PLN 222.2.
Great Wind Sp z o.o. (Farma Wiatrowa Człuchów)
On 9 November 2023 Great Wind Sp. z o.o. („Great Wind”) concluded with a consortium of banks consisting of: BGK, mBank S.A., Santander Bank Polska S.A. and PKO BP S.A. credit agreement, on the basis of which a term loan up to the maximum amount of PLN 656, revolving credit up to a maximum amount of PLN 44 and VAT revolving credit up to a maximum amount of PLN 100 was made available to the company. The loans will be used to finance the construction of a Człuchów wind farm. The loan bears interest at a variable rate that is the sum of the WIBOR rate for the relevant interest periods and a margin. The term loan is repayable in quarterly installments according to the payment schedule starting from 20 March 2025 while the final repayment date is 20 December 2039. The revolving credit facility will be repaid no later than 31 December 2029. The VAT revolving credit will be repaid by 30 June 2025. As of 31 December 2023, the carrying amount of the term loan and VAT loan (combined) was PLN 473.8.
In order to secure the repayment of the loan granted, the following were established and signed: (i) registered pledge on a collection of movables and property rights of variable composition, which are part of an enterprise Great Wind, (ii) financial pledges and registered pledges on all shares in Great Wind held by PAK-PCE, together with a power of attorney to exercise corporate rights from shares in Great Wind; (iii) financial and registered pledges on claims under Great Wind's bank account agreements; (iv) powers of attorney to Great Wind's bank accounts; (v) guarantee of contribution by PAK-Polska Czysta Energia Sp. z o.o.; (vi) guarantee of cost overruns by ZE PAK S.A.. In addition, subordination and assignment by way of security of certain claims of PAK-Polska Czysta Energia Sp. z o.o. against Great Wind with respect to the claims of the financing parties under the loan agreement and related documents, assignment by way of security of claims under the project documents and guarantees owed to Great Wind, agreements for the sale of electricity generated at the renewable energy source and financial settlement agreement (contract for difference) were concluded with the contractors; and declarations of submission to execution were made by Great Wind and PAK-PCE.
82
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
35.Issued bonds
31 December 2023
31 December 2022
Short-term liabilities
393.7
176.0
Long-term liabilities
3,955.4
1,900.4
Total
4,349.1
2,076.4
Change in issued bonds:
2023
2022
Balance as at 1 January
2,076.4
2,008.5
Bonds issue (series D bonds)
2,670.0
-
Bonds issue (series E bonds)
799.5
-
Bond issue (series F bonds)
400.0
-
Bonds redemption (series B and C bonds*)
(1,688.1)
-
Issued bonds on acquisition of Vindix S.A.
-
28.0
Effect of gaining control over Vindix S.A. and consolidation
-
(19.3)
Bonds repayment
-
(8.3)
Repayment of interest and commissions**
(254.8)
(88.1)
Cumulative catch-up
(20.8)
-
Interest accrued and commissions
366.9
155.6
Balance as at 31 December
4,349.1
2,076.4
* redemption through conversion into series D and E bonds
** incl. interests and premium for early redemption of bonds settled as part of the conversion
Issuance of series D, series E and series F bonds and refinancing of debts under Series B and Series C
On 16 December 2022 the Management Board of the Company adopted resolutions on:
• issuance of no more than 2,670,000 (not in millions) unsecured series D bearer bonds with the nominal value of PLN 1,000 (not in millions) each and the total nominal value of no more than PLN 2,670 (“series D bonds”),
• purchase by the Company from the bondholders of the series B bonds and series C bonds issued by the Company, some or all of the series B bonds and series C bonds for the purpose of their redemption, based on sale and set-off agreements to be entered into by the Company with those of the series B bonds and series C bonds bondholders who declare their intention to sell such bonds and have their receivables for the series B bonds and series C bonds sale credited against the purchase price of the series D bonds.
On 11 January 2023, the issue of 2,670,000 (not in millions) series D bonds, with the total nominal value of PLN 2,670 was completed. The maturity date of the series D bonds is 11 January 2030. Interest on the series D bonds is paid in arrears every six months. The first interest payment was made on 11 July 2023.
The first trading day for the series D bonds in the Alternative Trading System as part of the Catalyst market (in the continuous trading system) was set for 20 January 2023.
83
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
At the same time, on 11 January 2023, Cyfrowy Polsat S.A. repurchased for redemption 691,952 (not in millions) series B bearer bonds with the total nominal value of PLN 692 issued by the Company on 26 April 2019 with the redemption date set for 24 April 2026 and 835,991 (not in millions) series C bearer bonds with the total nominal value of PLN 836 issued by the Company on 14 February 2020, with the redemption date set for 12 February 2027 (collectively “Bonds Repurchased for Redemption”) from investors holding rights to the Bonds Repurchased for Redemption who paid the issue price of the series D bonds, registered on 11 January 2023 with the securities depository, by setting off the amounts due to the Company from the issuance of the series D bonds against the amounts due to the relevant investors in respect of the sale of the Bonds Repurchased for Redemption to the Company.
On 11 January 2023 the Management Board of the Company adopted a resolution to redeem the Bonds Repurchased for Redemption.
On 7 September 2023 the Management Board of the Company adopted resolutions on:
• issuance of no more than 820,000 (not in millions) unsecured series E bearer bonds with the nominal value of PLN 1,000 (not in millions) each and the total nominal value of no more than PLN 820 (“series E bonds”),
• purchase by the Company from the bondholders of the series B bonds and series C bonds issued by the Company, some or all of the series B bonds and series C bonds for the purpose of their redemption, based on sale and set-off agreements to be entered into by the Company with those of the series B bonds and series C bonds bondholders who declare their intention to sell such bonds and have their receivables for the series B bonds and series C bonds sale credited against the purchase price of the series E bonds.
On 28 September 2023, the issue of 820,000 (not in millions) series E bonds, with the total nominal value of PLN 820 was completed. The maturity date of the series E bonds is 11 January 2030. Interest on the series E bonds is paid in arrears every six months. The first payment was made on 11 January 2024.
The first trading day for the series E bonds in the Alternative Trading System as part of the Catalyst market (in the continuous trading system) was set for 28 September 2023.
At the same time, on 28 September 2023, Cyfrowy Polsat S.A. repurchased for redemption 84,250 (not in millions) series B bearer bonds with the total nominal value of PLN 84 issued by the Company on 26 April 2019 with the redemption date set for 24 April 2026 and 75,956 (not in millions) series C bearer bonds with the total nominal value of PLN 76 issued by the Company on 14 February 2020, with the redemption date set for 12 February 2027 (collectively “Bonds Repurchased for Redemption”) from investors holding rights to the Bonds Repurchased for Redemption who paid the issue price of the series E bonds, registered on 28 September 2023 with the securities depository, by setting off the amounts due to the Company from the issuance of the series E bonds against the amounts due to the relevant investors in respect of the sale of the Bonds Repurchased for Redemption to the Company.
On 28 September 2023 the Management Board of the Company adopted a resolution to redeem the Bonds Repurchased for Redemption.
On 11 December 2023 the Managament Board of the Company adopted resolution on issuance of 400,000 (not in millions) unsecured series F bearer bonds with the nominal value of PLN 1,000 (not in millions) each and the total nominal value of PLN 400 (”series F bonds”). On 28 September 2023 the assimilation of the series E bonds with the series D bonds was completed.
Issuance of 400,000 (not in millions) series F bonds of the total nominal value of PLN 400 was executed on 21 December 2023. All series F bonds were allocated to one investor, i.e. PFR Investment Fund Closed of Non-Public Assets.
84
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
On 21 December 2023 series F bonds have been entered in the securities register kept by Trigon Dom Maklerski S.A., acting as issuing agent for series F bonds. The Company does not intend to apply for the introduction of series F bonds to the alternative trading system operated by the Wasaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) within the Catalyst market.
The interest rates on the Series D, E and F bonds are variable and depend on both financial ratios and the sustainability index, i.e. the share of electricity from zero-carbon sources in the total consumption of electricity for the Group's own consumption of selected companies. Interest on Series D, E and F bonds is paid semi-annually on January 11 and July 11.
In accordance with Article 35 Paragraphs 1a and 1c of the Bond Law, the Company presented on its website in the investor relations section forecasts of the development of financial liabilities, including the estimated value of financial liabilities and the estimated structure of financing understood as the value and percentage of liabilities from loans and borrowings, issued bonds and leases in the total equity and liabilities of the Company's balance sheet and the consolidated balance sheet of the Group. The following table compares the forecast with actual results based on the Company's standalone and consolidated balance sheet as at 31 December 2023.
31 December 2023 forecast
[PLN billion]
31 December 2023 actual results
[PLN billion]
Cyfrowy Polsat S.A.
Value of financial liabilities (from loans and borrowings, issued bonds and leasing)
6.6
6.6
Share in total equity and liabilities
33%
33%
Cyfrowy Polsat S.A. Capital Group
Value of financial liabilities (from loans and borrowings, issued bonds and leasing)
16.6
15.6
Share in total equity and liabilities
44%
43%
On standalone basis, there is no deviation of the actual value of financial liabilities (due to loans and borrowings, issued bonds and leasing) at the end of 2023 and the share of this value in the Company's total equity and liabilities at the end of 2023 from the published estimated values.
On a consolidated basis, the deviation from the estimate of the actual value of the Group's financial liabilities (due to loans and borrowings, issued bonds and leasing) at the end of 2023 amounted to approximately PLN 1 billion (not in millions) and resulted from the repayment of the entire debt under the revolving facility loan in the amount of PLN 1 billion (not in millions) in December 2023.
36.Lease liabilities
31 December 2023
31 December 2022
Short-term liabilities
166.2
178.6
Long-term liabilities
444.6
345.6
Total
610.8
524.2
85
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in lease liabilities:
2023
2022
Balance as at 1 January
524.2
698.6
Acquisition of a subsidiary (see note 40)
76.4
16.5
Effect of gaining control and consolidation
-
(110.9)
Changes
214.2
114.7
Interest accrued
29.5
19.9
Repayment of capital and interest
(222.9)
(216.6)
Foreign exchange differences
(10.6)
2.0
Balance as at 31 December
610.8
524.2
37.Group as a lessor
Operating lease
The Group entered into contracts with third parties, which are classified as operating leases based on their economic substance. The contracts relate to the rental of reception equipment and lease of office and other premises. Assets connected with such contracts are presented as either reception equipment or other property, plant and equipment.
Lease contracts for set-top boxes were concluded for a base contractual period ranging from 12 to 24 months. After each base period, the contracts are converted into contracts with indefinite term, unless terminated by the subscribers or new contracts are signed.
Future minimum lease payments with respect to operating lease are as follows.
31 December 2023
31 December 2022
less than 1 year
217.6
201.4
between 1 and 5 years
146.1
134.8
more than 5 years
41.4
44.6
Total
405.1
380.8
The Group generated revenues from operating leasing agreements in the amount of PLN 320.9 in 2023 and in the amount of PLN 339.3 in 2022.
38.Other non-current liabilities and provisions
31 December 2023
31 December 2022
Payables relating to purchase of programming rights
108.7
217.4
Provisions
73.4
56.9
Other
203.5
56.6
includes: derivative instruments
24.0
4.3
Total
385.6
330.9
86
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
39.Trade and other payables
31 December 2023
31 December 2022
Trade payables to related parties
9.0
44.9
Trade payables to third parties
541.2
494.1
Taxation and social security payables
173.0
238.5
Payables relating to purchase of programming rights to related parties
1.0
1.4
Payables relating to purchase of programming rights to third parties
281.4
448.2
Payables relating to purchases of tangible and intangible assets
456.7
967.5
Accruals
1,213.7
1,220.5
Short-term provisions
67.2
74.3
Derivative instruments liabilities (note 42)
20.2
2.1
Other
409.2
275.6
Total
3,172.6
3,767.1
Accruals
31 December 2023
31 December 2022
Salaries
176.1
165.1
License fees and royalties for copyright management organizations
102.5
113.1
Distribution costs
61.1
54.5
Costs of settlements with telecommunication operators
70.3
102.7
Network maintenance costs
305.4
187.6
Investment purchases
114.4
229.3
Other
383.9
368.2
Total
1,213.7
1,220.5
Short-term and long-term provisions
2023
2022
Balance as at 1 January
131.2
137.9
Acquisition of a subsidiary
9.3
-
Increases
43.8
75.1
Reversal
(16.5)
(17.1)
Utilisation
(27.2)
(64.7)
Balance as at 31 December
140.6
131.2
Of which:
Short-term
67.2
74.3
Long-term
73.4
56.9
Provisions comprise inter alia of provision for license fees, litigation and disputes and retirement.
87
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Trade payables and payables relating to purchases of programming rights and non-current assets by currency
Currency
31 December 2023
31 December 2022
PLN
1,028.3
1,554.4
EUR
174.1
320.8
USD
83.2
77.3
Other
3.7
3.6
Total
1,289.3
1,956.1
Accruals by currency
Currency
31 December 2023
31 December 2022
PLN
1,087.3
1,111.3
EUR
83.3
70.9
USD
15.0
11.1
Other
28.1
27.2
Total
1,213.7
1,220.5
Other notes
40.Acquisition of subsidiaries
Acquisition of shares in Enterpol Sp. z o.o. – final purchase price allocation
On 7 June 2022 Netia S.A. (Company’s subsidiary) acquired 100% shares in Enterpol Sp. z o.o. (“Enterpol”).
The total consideration amounted to PLN 15.0.
CONSIDERATION TRANSFERRED
Final value of consideration transferred
Cash transferred for the 100% shares of Enterpol
14.4
Liability due pursuant to the purchase agreement
0.6
Final value as at 7 June 2022
15.0
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(14.4)
Cash and cash equivalents received
0.2
Cash decrease in the period of 12 months ended 31 December 2022
(14.2)
FINAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
88
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Final fair value of assets and liabilities as at 7 June 2022:
Fair value
as at the acquisition date
(7 June 2022)
Net assets:
Customer relationships
4.0
Property, plant and equipment
0.1
Right-of-use assets
0.4
Trade and other receivables
0.1
Cash and cash equivalents
0.2
Lease liabilities
(0.3)
Trade and other payables
(0.3)
Deferred tax liabilities
(0.7)
Value of net assets
3.5
Consideration transferred
15.0
Goodwill
11.5
Goodwill is allocated to the “B2C and B2B services” operating segment.
The Group has not identified any differences within the final settlement of the acquisition (compared to preliminary) and therefore the comparative data has not been restated.
The revenue and net loss included in the consolidated income statement for the reporting period since 7 June 2022 to 31 December 2022 contributed by Enterpol amounted to PLN 2.4 and PLN 0.0, respectively. Had it been acquired on 1 January 2022, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2022 would have amounted to PLN 12,916.3 and PLN 900.9, respectively.
Acquisition of shares in Oktawave S.A. – final purchase price allocation
On 21 June 2022 Netia S.A. (Company’s subsidiary) acquired 100% shares in Oktawave S.A. (“Oktawave”).
The total consideration for acquisition amounted to PLN 34.3.
CONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
34.3
Final value as at 21 June 2022
34.3
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(34.3)
Cash and cash equivalents received
1.6
Cash decrease in the period of 12 months ended 31 December 2022
(32.7)
89
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
FINAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
Final fair value of assets and liabilities as at 21 June 2022:
Fair value
as at the acquisition date
(21 June 2022)
Net assets:
Customer relationships
15.3
Other intangible assets
6.5
Property, plant and equipment
0.8
Right-of-use assets
1.5
Deferred tax assets
0.9
Trade and other receivables
2.9
Other current assets
0.1
Cash and cash equivalents
1.6
Lease liabilities
(1.0)
Trade and other payables
(2.4)
Contract liabilities
(0.8)
Deferred tax liabilities
(3.5)
Value of net assets
21.9
Consideration transferred
34.3
Goodwill
12.4
Goodwill is allocated to the “B2C and B2B services” operating segment.
The Group has not identified any differences within the final settlement of the acquisition (compared to preliminary) and therefore the comparative data has not been restated.
The revenue and net loss included in the consolidated income statement for the reporting period since 21 June 2022 to 31 December 2022 contributed by Oktawave amounted to PLN 10.9 and PLN 1.1, respectively. Had it been acquired on 1 January 2022, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2022 would have amounted to PLN 12,925.6 and PLN 899.3, respectively.
Acquisition of shares in Antyweb Sp. z o.o. – final purchase price allocation
On 26 September 2022 Grupa Interia.pl Sp. z o.o. Sp. k. (Company’s subsidiary) acquired 70% shares in Antyweb Sp. z o.o. for the purchase price of PLN 10.1.
Consequently, the Group obtained control over Antyweb Sp. z o.o.
90
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
F INAL CONSIDERATION TRANSFERRED
Final value of consideration transferred
Consideration
10.1
Final value as at 26 September 2022
10.1
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 70% shares
(10.1)
Cash and cash equivalents received
0.7
Cash decrease in the period of 12 months ended 31 December 2022
(9.4)
FINAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents final fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
Final fair value of assets and liabilities as at 26 September 2022:
Fair value
as at the acquisition date
(26 September 2022)
Net assets:
Property, plant and equipment
0.0
Other intangible assets
0.0
Trade and other receivables
0.6
Other current assets
0.0
Cash and cash equivalents
0.7
Trade and other payables
(0.1)
Value of net assets
1.2
Value of net assets attributable to non-controlling interest
0.4
Value of net assets attributable to the Group
0.8
Consideration transferred
10.1
Goodwill
9.3
Goodwill is allocated to the “Media” operating segment.
The Group has not identified any differences within the final settlement of the acquisition (compared to preliminary) and therefore the comparative data has not been restated.
The revenue and net profit included in the consolidated income statement for the period since 26 September 2022 to 31 December 2022 contributed by Antyweb Sp. z o.o. amounted to PLN 1.0 and PLN 0.4, respectively. Had it been acquired on 1 January 2022, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2022 would have amounted to PLN 12,916.3 and PLN 901.5, respectively.
91
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Acquisition of 69 Specialist Sales and Customer Service Points in the form of an organized part of the enterprise – purchase price allocation
On 1 December 2022 Liberty Poland S.A. (Company’s subsidiary) acquired 69 Specialist Sales and Customer Service Points in the form of an organized part of the enterprise for the purchase price of PLN 6.4.
In February 2023 the company paid an additional amount of PLN 0.1, thus the purchase price increased to PLN 6.5.
CONSIDERATION TRANSFERRED
Value of consideration transferred
Cash transferred for the organized part of the enterprise
6.5
Value
6.5
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred
(6.5)
Cash decrease
(6.5)
FAIR VALUE VALUATION OF NET ASSETS AND GOODWILL AS AT THE ACQUISITION DATE
The table below presents fair value of identified assets and liabilities of the acquired organized part of the enterprise, as at the acquisition date, and goodwill accounted for an acquisition.
Fair value of assets and liabilities as at 1 December 2022:
Fair value
as at the acquisition date
(1 December 2022)
Net assets:
Property, plant and equipment
0.0
Deferred tax assets
0.2
Trade and other payables
(1.1)
Value of net assets
(0.9)
Consideration transferred
6.5
Goodwill
7.4
Goodwill is allocated to the “B2C and B2B services” operating segment.
Acquisition of shares in PAK-Polska Czysta Energia Sp. z o.o. – provisional purchase price allocation
On 27 July 2022 Cyfrowy Polsat acquired 40.41% shares of PAK-Polska Czysta Energia
Sp. z o.o.
On 3 July 2023 Cyfrowy Polsat acquired additional 10.1% shares and obtained control over PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (“PAK-PCE Group”).
92
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
As of the date of the acquistion i.e. 3 July 2023, Cyfrowy Polsat and PAK-Polska Czysta Energia Sp. z o.o. were under common control. The Group applied the acquisition method in accordance with the provisions of IFRS 3 when accounting for acquisitions of the PAK-PCE Group.
PROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Cash transferred for 10.1% shares
117.0
Fair value of previously held shares
618.3
Provisional value as at 3 July 2023
735.3
The fair value of previously held shares as at the acquisition date was determined using methods adequate to the specific nature and scope of activities of individual entities from the PAK-PCE Group. The fair value of entities conducting operating activities was determined based on the income approach using the discounted cash flow method, while the fair value for entities not conducting operating activities or in the initial phase of development was determined using the adjusted net assets method. The result from the revaluation of previously held shares to fair value was recognized in the profit and loss (see note 11).
R ECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 10.1% shares
(117.0)
Cash and cash equvalents received
269.5
Cash increase in the period of 12 months ended
31 December 2023
152.5
PROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair value of identified assets and liabilities of the acquired companies, as at the acquisition date, and goodwill accounted for an acquisition.
93
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Provisional and temporary fair value of assets and liabilities as at 3 July 2023:
Provisional fair value
as at the acquisition date
(3 July 2023)
Net assets:
Property, plant and equipment
1,827.9
Customer relationships
88.1
Other intangible assets
900.1
Right-of-use assets
89.9
Other non-current assets
117.1
Deferred tax assets
16.5
Inventories
129.1
Trade and other receivables
214.3
Income tax receivable
0.8
Other current assets
64.9
Cash and cash equivalents
269.5
Loans and borrowings
(1,704.2)
Lease liabilities
(76.4)
Deferred tax liability
(211.1)
Other non-current liabilities and provisions
(87.5)
Contract liabilities
(113.4)
Trade and other payables
(318.5)
Provisional value of net assets (100%) [A]
1,207.1
Provisional value of net assets attributable to non- controlling interest (49.5%) [B]
597.5
Provisional value of net assets attributable to the Group (50.5%)
609.6
Provisional consideration transferred [C]
735.3
Provisional goodwill [C]- ( [A]-[B] )
125.7
As part of the transaction, the pre-existing relationships between the Cyfrowy Polsat Capital Group and the PAK-PCE Group were settled at an estimated fair value of PLN 569.1, which corresponded to the net value of mutual receivables and liabilities between the companies of both capital groups resulting from the outstanding balance as at July 3, 2023, mainly from loan agreements and ongoing contracts for the purchase of electricity. The fair value of contracts for the purchase of electricity was estimated using the income approach, based on discounted future cash flows from concluded contracts, calculated based on the difference between the estimated future market price and the price resulting from the concluded contract. The effect of valuation of the pre-existing relationship was recognized by the Group in the profit and loss (see note 11).
During the provisional purchase price allocation the Group identified and provisionally fair valued intangible assets related to wind and photovoltaic farms (including the value of obtained permits for the construction of wind and photovoltaic farms and their grid connection ("Permits")) and customer relationsips.
The provisional fair value of the Permits in the amount of PLN 880.2 (included in Other intangible assets) was estimated based on the cost approach using the residual method and corresponds to the difference between the fair value of the farm and the value of the adjusted net assets of the farm as at the valuation date. The Management Board concluded that there
94
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
is a predictable period during which the Permits will bring benefits to the Group and therefore a definite useful life was adopted. The permits are subject to depreciation for a period equal to the depreciation period of the farms for which the permits were obtained, i.e. for a period of 30 years from the date the farm was put into operation.
The provisional fair value of customer relationships in the amount of PLN 88.1 was estimated based on the income approach using the multi-period excess earnings method.
The provisional goodwill was allocated to the “Green energy” operating segment and consist largely of the synergies and economies of scale that can be achieved through further development of the business.
The revenue and net loss included in the consolidated income statement for the reporting period since 3 July 2023 to 31 December 2023 contributed by PAK-PCE Group amounted to PLN 771.6 and PLN 48.2, respectively. Had it been acquired on 1 January 2023, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 12 December 2023 would have amounted to PLN 14,362.8 and PLN 284.7, respectively.
Acquisition of shares in naEKRANIE.pl Sp. z o.o. – provisional purchase price allocation
On 20 July 2023 Polsat Investments Ltd. (Company’s subsidiary) acquired 60% shares in naEKRANIE.pl Sp. z o.o. for the purchase price of PLN 11.1 (including price adjustment in accordance with the contract).
Consequently, the Group holds 60% of shares in naEKRANIE.pl Sp. z o.o. and controls the entity.
PROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Consideration
11.1
Provisional value as at 20 July 2023
11.1
RECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 60% shares
(11.1)
Cash nad cash equivalents received
0.3
Cash decrease in the period of 12 months ended
31 December 2023
(10.8)
95
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
PROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
Provisional and temporary fair value of assets and liabilities as at 20 July 2023:
Provisional fair value
as at the acquisition date
(20 July 2023)
Net assets :
Other intangible assets
0.6
Trade and other receivables
0.5
Cash and cash equivalents
0.3
Trade and other payables
(0.1)
Provisional value of net assets
1.3
Provisional value of net assets attributable to non- controlling interest
0.5
Provisional value of net assets attributable to the Group
0.8
Provisional consideration transferred
11.1
Provisional goodwill
10.3
Goodwill is allocated to the “Media” operating segment.
The revenue and net profit included in the consolidated income statement for the reporting period since 20 July 2023 to 31 December 2023 contributed by naEKRANIE.pl Sp. z o.o. amounted to PLN 1.7 and PLN 0.7, respectively. Had it been acquired on 1 January 2023, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2023 would have amounted to PLN 13,629.8 and PLN 313.0, respectively.
Acquisition of shares in 4FUN Sp. z o.o – provisional purchase price allocation
On 21 July 2023 Polsat Investments Ltd. (Company’s subsidiary) acquired 60% shares in 4FUN Sp. z o.o. for the purchase price of PLN 37.5 (including price adjustment in accordance with the contract).
Consequently, the Group holds 60% of shares in 4FUN Sp. z o.o. and controls the entity.
PROVISIONAL CONSIDERATION TRANSFERRED
Provisional value of consideration transferred
Consideration
37.5
Provisional value as at 21 July 2023
37.5
96
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
RECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 60% shares
(37.5)
Cash nad cash equivalents received
16.5
Cash decrease in the period of 12 months ended
31 December 2023
(21.0)
PROVISIONAL FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents provisional and temporary fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
Provisional and temporary fair value of assets and liabilities as at 21 July 2023:
Provisional fair value
as at the acquisition date
(21 July 2023)
Net assets:
Other intangible assets
1.7
Trade and other receivables
2.0
Income tax receivable
0.8
Cash and cash equivalents
16.5
Deferred tax liability
(0.4)
Trade and other payables
(1.2)
Provisional value of net assets
19.4
Provisional value of net assets attributable to non- controlling interest
7.9
Provisional value of net assets attributable to the Group
11.5
Provisional consideration transferred
37.5
Provisional goodwill
26.0
Goodwill is allocated to the “Media” operating segment.
The revenue and net loss included in the consolidated income statement for the reporting period since 21 July 2023 to 31 December 2023 contributed by 4FUN Sp. z o.o. amounted to PLN 10.6 and PLN 3.0, respectively. Had it been acquired on 1 January 2023, the pro forma revenue and net income included in the consolidated income statement for the 12 months ended 31 December 2023 would have amounted to PLN 13,645.8 and PLN 320.2, respectively.
97
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Acquisition of shares in Port Praski City II Sp. z o.o. – purchase price allocation
On 3 October 2023 Pantanomo Limited (Company’s subsidiary) acquiried 50% of shares in Port Praski City II Sp. z o.o. After transaction Pantanomo Limited helds 100% of shares in total.
The consideration for 50% of shares in Port Praski City II Sp. z o.o. is PLN 86.3.
CONSIDERATION TRANSFERRED
Value of consideration transferred
Cash transferred for 50% of shares
86.3
Shares held as of 3 October 2023
62.2
Value as at 3 October 2023
148.5
The value of previously held shares was valued at the book value of these shares as at the acquisition date .
RECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 50% of shares
(86.3)
Cash and cash equivalents received
0.3
Cash decrease in the period of 12 months ended
31 December 2023
(86.0)
FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
The Group treats acquisition of shares in Port Praski City II Sp. z o. o. as assets acquisition.
Fair value of assets and liabilities as at 3 October 2023:
Fair value
As at the acquisition date
(3 October 2023)
Net assets :
Investment property
164.0
Trade and other receivables
0.2
Income tax receivables
0.6
Other current assets
0.7
Cash and cas h equivalents
0.3
Loans and borrowings
(7.6)
Other non-current liabilities and provisions
(9.3)
Trade and other payables
(0.4)
Value of net assets
148.5
Consideration
148.5
98
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Acquisition of shares in Port Praski Medical Center Sp. z o.o. – purchase price allocation
On 3 October 2023 Pantanomo Limited (subsidiary of the Company) acquiried 50% of shares in Port Praski Medical Center Sp. z o.o. After the transaction Pantanomo Limited holds 100% shares in total.
Consideration for 50% of shares in Port Praski Medical Center Sp. z o.o. was PLN 11.2.
CONSIDERATION TRANSFERRED
Value of consideration transferred
Cash transferred for 50% of shares
11.2
Shares held as of 3 October 2023
7.9
Value as at 3 October 2023
19.1
The value of previously held shares was valued at the book value of these shares as at the acquisition date .
RECONCILIATION OF TRANSACTIONAL CASH FLOW
Cash transferred for 50% of shares
(11.2)
Cash and cash equivalents received
0.2
Cash decrease in the period of 12 months ended
31 December 2023
(11.0)
FAIR VALUE VALUATION OF NET ASSETS AS AT THE ACQUISITION DATE
The table below presents fair value of identified assets and liabilities of the acquired company, as at the acquisition date, and goodwill accounted for an acquisition.
The Group treats acquisition of shares in Port Praski Medical Center Sp. z o. o. as assets acquisition.
Fair value of assets and liabilities as at 3 October 2023:
Fair value
As at the acquisition date
(3 October 2023)
Net assets :
Investment property
20.6
Trade and other receivables
0.1
Income tax receivables
0.1
Cash and cash equivalents
0.2
Loans and borrowings
(1.2)
Other non-current liabilities and provisions
(0.6)
Trade and other payables
(0.1)
Value of net assets
19.1
Consideration
19.1
99
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
41.Investment in other entities
Asseco Poland S.A.
The transfer of ownership of the Asseco Poland S.A. (Asseco) shares was settled through the depositary and settlement system operated by Krajowy Depozyt Papierów Wartościowych S.A. on 30 December 2019.
After settlement of the acquisition, the Company held a total of 22.73% Asseco shares as at 30 December 2019.
On 31 July 2020 Cyfrowy Polsat purchased from Reddev 184,127 (not in million) Asseco shares for the price of PLN 11.4. Following the transaction, the Company held a total of 22.95% of Asseco shares.
On 21 September 2023 Cyfrowy Polsat sold 10,642,046 (not in million) Asseco shares for the price PLN 80.0 (not in million) per share. Following the transaction, the Company holds a total of 10.13% of Asseco shares.
Share in Asseco Poland S.A. recognized in the amount of PLN 614.4 as at 31 December 2023 were valued at fair value through profit or loss.
PAK-Polska Czysta Energia Sp. z o.o.
On 27 July 2022 Cyfrowy Polsat acquired 40.41% shares in PAK-Polska Czysta Energia Sp. z o.o.
On 3 July 2023 Cyfrowy Polsat obtained control over PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries (see note 40 and 50).
42.Financial instruments
Overview
Cyfrowy Polsat S.A. Capital Group has exposure to the following risks from its use of financial instruments:
• credit risk,
• liquidity risk,
• market risk:
- currency risk,
- interest rate risk.
The Group’s risk management policies are designed to reduce the impact of any adverse conditions on the Group’s results.
The Management Board has overall responsibility for the oversight and management of the risks that the Group is subjected to in its activities. Therefore, the Management Board has established an overall risk management framework as well as specific risk management policies with respect to market, credit and liquidity risks.
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are also included throughout these consolidated financial statements.
Bank loans, bonds, cash, forwards, interest rate swaps, currency interest rate swaps and short-term bank deposits are the main financial instruments used by the Group, with the intention of securing the financing for the Group’s activities. The Group also holds other financial instruments including trade receivables and payables, payables relating to purchases
100
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
of programming rights and payables relating to purchases of tangible and intangible assets which arise in the course of its business activities.
F INANCIAL ASSETS
Carrying amount
31 December 2023
31 December 2022
Financial assets measured at amortized cost
7,196.6
4,916.0
Loans granted
127.1
576.1
Trade and other receivables from related parties
13.4
18.9
Trade and other receivables from third parties
3,729.2
3,503.2
Cash and cash equivalents
3,307.2
808.5
Restricted cash
19.7
9.3
Financial assets measured at fair value through profit or loss
630.3
23.8
Investments in equity instruments
614.4
-
Other assets
15.9
23.8
Financial assets measured at fair value through other comprehensive income
1.5
1.6
Investments in equity instruments
1.5
1.6
Hedging derivative instruments
4.3
23.1
Interest rate swaps
4.3
23.1
Derivative instruments not designated as hedging instruments
52.5
58.2
Interest rate swaps
24.0
58.2
Financial PPA
28.5
-
F INANCIAL LIABILITIES
Carrying amount
31 December 2023
31 December 2022
Financial liabilities measured at amortized cost
18,704.8
14,329.8
Loans and borrowings
10,604.0
8,137.4
Issued bonds
4,349.1
2,076.4
Lease liabilities
610.8
524.2
Trade and other payables to third parties and deposits
1,707.8
2,318.3
Trade and other payables to related parties
219.4
53.0
Accruals
1,213.7
1,220.5
Hedging derivative instruments
11.9
0.7
Interest rate swaps
5.7
0.7
Currency interest rate swaps
5.8
-
Forward transactions
0.4
-
Derivative instruments not designated as hedging instruments
32.3
5.7
Interest rate swaps
26.3
4.7
Currency interest rate swaps
5.9
-
Forward transactions
0.1
1.0
Put option
39.5
-
101
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Credit risk
Credit risk is defined as the risk that counterparties of the Group will not be able to meet their contractual obligations, resulting in a financial loss to the other party. Exposure to credit risk is related to three main areas:
• the creditworthiness of the customers with whom physical sale transactions are undertaken,
• the creditworthiness of the financial institutions (banks/brokers) with whom hedging transactions are undertaken,
• the creditworthiness of the entities in which investments are made, or whose securities are purchased.
The Group’s exposure to credit risk is associated primarily with trade receivables and contract assets. The Parent’s customer base includes a large number of individual subscribers who are dispersed geographically over the entire country, and who are required to prepay their subscription fees. Receivables from Parent’s sales network are covered with commission liabilities or deposits. Receivables from subscribers are continuously monitored and recovery actions are taken, including blocking the signal transferred to subscribers or termination of services to mobile and Internet subscribers. Telewizja Polsat and its subsidiaries provide services with deferred payment which may cause the risk of delays. Assessment of the creditworthiness of the counterparties is regularly carried out and in principle the company does not require security in relation to the financial assets. Polkomtel’s customer base is dispersed geographically over the entire country. In case of key postpaid clients services are rendered following positive credit approval while in case of individual retail clients the verification process is automatized and based on IT-supported customer relationship management system and features of the billing systems. Receivables from Polkomtel’s sales network are continuously monitored, sales limits and utilization limits are used.
The Group pursues a credit policy under which credit risk exposure is constantly monitored.
Due to diversification of risk in terms of the nature of individual entities, their geographical location and cooperation with highly-rated financial institutions, also taking into consideration the fair value of liabilities arising from derivative transactions, the Group is not materially exposed to credit risk as a result of derivative transactions entered into.
102
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at the reporting date was as follows:
Maximum exposure to credit risk
Carrying amount
31 December 2023
31 December 2022
Loans granted
127.1
576.1
Trade and other receivables from related parties
13.4
18.9
Trade and other receivables from third parties
3,729.2
3,503.2
Contract assets
349.0
362.9
Cash and cash equivalents
3,307.2
808.5
Restricted cash
19.7
9.3
Hedging derivative instruments
4.3
23.1
Interest rate swaps
4.3
23.1
Derivative instruments not designated as hedging instruments
52.5
58.2
Interest rate swaps
24.0
58.2
Financial PPA
28.5
-
Total
7,602.4
5,360.2
The concentration of credit risk for trade and other receivables, loans granted and contract assets is presented in the tables below:
Carrying amount
31 December 2023
31 December 2022
Receivables from subscribers
3,018.5
2,808.1
Receivables from media companies
381.0
383.0
Receivables from satellite and cable operators
39.1
44.5
Roaming and interconnect receivables
299.9
374.5
Receivables from distributors
72.2
75.0
Receivables and loans granted to related parties
40.9
487.2
Other receivables and loans granted to third parties
367.1
288.8
Total
4,218.7
4,461.1
Carrying amount
31 December 2023
31 December 2022
Company A
79.8
60.6
Company B
36.4
57.7
Company C
32.5
38.1
Company D
28.2
29.7
Company E
26.7
28.9
Other
4,015.1
4,246.1
Total
4,218.7
4,461.1
Note: for each year 5 largest debtors are presented, not necessarily the same entities in both periods.
103
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The ageing of trade and other receivables, loans granted and contract assets at the reporting date was:
31 December 2023
31 December 2022
Gross
Impairment
Net
Gross
Impairment
Net
Not past due
3,507.2
49.1
3,458.1
3,794.3
45.8
3,748.5
Past due 1-30 days
314.9
12.8
302.1
245.3
9.7
235.6
Past due 31-60 days
49.5
11.6
37.9
53.7
9.8
43.9
Past due more than 60 days
235.1
163.5
71.6
245.0
174.8
70.2
Total
4,106.7
237.0
3,869.7
4,338.3
240.1
4,098.2
Contract assets
363.2
14.2
349.0
377.1
14.2
362.9
Total
4,469.9
251.2
4,218.7
4,715.4
254.3
4,461.1
Liquidity risk
The Group’s objective in liquidity management is to ensure that it always has sufficient funds to meet its liabilities when due. Any surplus cash is invested mainly into bank deposits.
The Group prepares, on an ongoing basis, analyses and forecasts of its cash requirements based on projected cash flows.
The following are the contractual maturities of the Group’s financial liabilities, that will be settled net in the appropriate age ranges, based on the remaining period until the contractual maturity date as at the balance sheet date.
104
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
1 According to the agreements cash flows will be in net amount
31 December 2023
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
Over 5 years
Loans and borrowings
10,604.0
11,681.5
148.6
513.3
1,297.0
8,331.5
1,391.1
Issued bonds
4,349.1
6,817.0
193.9
210.0
421.0
1,524.3
4,467.8
Lease liabilities
610.8
819.2
102.5
94.9
164.6
197.9
259.3
Trade and other payables to third parties and deposits
1,707.8
1,707.8
1,707.8
-
-
-
-
Trade and other payables to related parties
219.4
219.4
219.4
-
-
-
-
Accruals
1,213.7
1,213.7
1,213.7
-
-
-
-
Hedging derivative instruments:
IRS 1
5.7
5.9
1.0
2.8
2.1
-
-
CIRS
5.8
- inflows
(14.9)
(3.1)
(3.1)
(4.5)
(4.2)
-
- outflows
22.1
3.0
3.9
7.7
7.5
-
Forward transactions
0.4
- inflows
(16.3)
(16.3)
-
-
-
-
- outflows
16.7
16.7
-
-
-
-
Derivative instruments not designated as hedging instruments:
IRS 1
26.3
29.3
4.6
6.2
9.7
8.8
-
CIRS
5.9
- inflows
(15.1)
(3.1)
(3.2)
(4.5)
(4.3)
-
- outflows
22.4
3.0
4.0
7.8
7.6
-
Forward transactions
0.1
- inflows
(6.1)
(6.1)
-
-
-
-
- outflows
6.3
6.3
-
-
-
-
18,749.0
22,508.9
3,591.9
828.8
1,900.9
10,069.1
6,118.2
105
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Undiscounted future cash flows related to lease agreements for an indefinite period equal PLN 162.0 as at 31 December 2023.
31 December 2022
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
Over 5 years
Loans and borrowings
8,137.4
9,312.2
866.2
717.8
6,678.8
1,038.8
10.6
Issued bonds
2,076.4
2,731.0
91.8
91.4
183.8
2,364.0
-
Lease liabilities
524.2
641.2
99.9
98.0
146.2
164.7
132.4
Trade and other payables to third parties and deposits
2,318.3
2,318.3
2,318.3
-
-
-
-
Trade and other payables to related parties
53.0
53.0
53.0
-
-
-
-
Accruals
1,220.5
1,220.5
1,220.5
-
-
-
-
Hedging derivative instruments:
IRS 1
0.7
0.8
-
-
0.2
0.6
-
Derivative instruments not designated as hedging instruments:
IRS 1
4.7
6.9
0.8
0.2
1.7
4.2
-
Forward transactions
1.0
- inflows
(44.1)
(44.1)
-
-
-
-
- outflows
45.4
45.4
-
-
-
-
14,336.2
16,285.2
4,651.8
907.4
7,010.7
3,572.3
143.0
1 According to the agreements cash flows will be in net amount
Undiscounted future cash flows related to lease agreements for an indefinite period equal PLN 142.5 as at 31 December 2022.
Market risk
The Group has an active approach to managing its market risk exposure. The objectives of market risk management are:
• to limit fluctuations in profit/loss before tax,
• to increase the probability of meeting budget assumptions,
• to maintain the healthy financial condition and
• to support the process of undertaking strategic decisions relating to investing activity, with attention to sources of capital for this activity.
All the market risk management objectives should be considered as a whole, while their realisation is dependent primarily upon the internal situation and market conditions.
The Group applies an integrated approach to market risk management. This means a comprehensive approach to the whole spectrum of identified market risks, rather than to each of them individually. The primary technique for market risk management is the use in the Group of hedging strategies involving derivatives. Apart from this, natural hedging is also used to the extent available.
All of the potential hedging strategies and the selection of those preferred reflect the following factors: the nature of identified market risk exposures of the Group, the suitability of instruments to be applied and the cost of hedging, current and forecasted market conditions. In order to mitigate market risk, derivatives are primarily used. The Group transacts only those
106
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
derivatives for which it has the ability to assess their value internally, using standard pricing models appropriate for a particular type of derivative, and also these which can be traded without significant loss of value with a counterparty other than the one with whom the transaction was initially entered into. In evaluating the market value of a given instrument, the Group relies on information obtained from particular market leading banks, brokers and information services.
It is permitted to use the following types of instruments:
• Swaps (IRS/CIRS),
• Forwards and futures,
• Options.
Currency risk
One of the main risks that the Group is exposed to is currency risk resulting from fluctuations in exchange rate of the Polish zloty against other currencies. Revenues generated by the Group are denominated primarily in the Polish zloty, while a portion of operating costs and capital expenditures are incurred in foreign currencies. The Parent’s currency risk is associated mainly to royalties to TV broadcasters (USD and EUR), transponder capacity agreements (EUR), fees for conditional access system (EUR and USD) and purchases of reception equipment and accessories for reception equipment (USD and EUR). After the purchase of Telewizja Polsat Sp. z o.o. currency risk exposure is also associated to purchases of foreign programming licences (EUR and USD). After the purchase of Metelem Holding Company Ltd. currency risk exposure is also associated to agreements with suppliers of stock, mainly mobile phones, and suppliers of telecommunication network equipment (EUR and USD), roaming and interconnect agreements and rental of office space (various currencies).
In respect of licence fees and transponder capacity agreements, the Group partly reduces its currency risk exposure by means of an economic hedge as it denominates receivables from signal broadcast and marketing services in foreign currencies.
The Group does not hold any assets held for trading denominated in foreign currencies.
The Group’s exposure to foreign currency was as follows based on currency amounts:
31 December 2023
EUR
USD
XDR
Loans granted
22.0
-
-
Trade receivables
33.0
3.8
0.3
Cash and cash equivalents
254.1
2.3
-
Loans and borrowings
(506.0)
-
-
Lease liabilities
(35.8)
(0.5)
-
Trade payables
(65.0)
(21.2)
(0.5)
Accruals
(19.2)
(3.8)
(5.1)
Gross balance sheet exposure
(316.9)
(19.4)
(5.3)
Forward transactions
5.2
-
-
CIRS
3.8
-
-
Net exposure
(307.9)
(19.4)
(5.3)
107
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31 December 2022
EUR
USD
XDR
Loans granted
65.9
-
-
Trade receivables
19.7
4.2
0.9
Cash and cash equivalents
12.5
1.0
-
Lease liabilities
(31.3)
(0.5)
-
Trade payables
(114.8)
(17.5)
(0.4)
Accruals
(15.1)
(2.5)
(4.6)
Gross balance sheet exposure
(63.1)
(15.3)
(4.1)
Forward transactions
8.0
1.5
-
Net exposure
(55.1)
(13.8)
(4.1)
The following foreign exchange rates were applied in the presented periods:
Average rate
Rates at the reporting date
(in PLN)
2023
2022
31 December 2023
31 December 2022
1 EUR
4.5430
4.6869
4.3480
4.6899
1 USD
4.2021
4.4607
3.9350
4.4018
1 CHF
4.6760
4.6693
4.6828
4.7679
1 XDR
5.6055
5.9606
5.2938
5.8760
For the purposes of the exchange rate sensitivity analysis as at 31 December 2023 and 31 December 2022, exchange rate volatility in the +/- 5% range was assumed as probable. This analysis assumes that all other variables, in particular interest rates, remain constant.
108
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2023
2022
As at 31 December 2023
As at 31 December 2022
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Loans granted
EUR
22.0
95.7
5%
4.7
-
65.9
309.1
5%
15.4
-
Trade receivables
EUR
33.0
143.4
5%
7.3
-
19.7
92.5
5%
4.5
-
USD
3.8
15.0
5%
0.7
-
4.2
18.5
5%
0.9
-
XDR
0.3
1.6
5%
0.1
-
0.9
5.3
5%
0.3
-
Cash and cash equivalents
EUR
254.1
1,104.8
5%
55.3
-
12.5
58.5
5%
3.1
-
USD
2.3
9.2
5%
0.3
-
1.0
4.4
5%
0.2
-
CHF
0.0
0.1
5%
0.0
-
0.0
0.2
5%
0.0
-
Loans and borrowings
EUR
(506.0)
(2,200.1)
5%
(110.0)
-
-
-
5%
-
-
Lease liabilities
EUR
(35.8)
(155.7)
5%
(7.7)
-
(31.3)
(146.8)
5%
(7.3)
-
USD
(0.5)
(2.0)
5%
(0.1)
-
(0.5)
(2.2)
5%
(0.1)
-
Trade payables
EUR
(65.0)
(282.6)
5%
(14.2)
-
(114.8)
(538.4)
5%
(26.9)
-
USD
(21.2)
(83.3)
5%
(4.3)
-
(17.5)
(77.0)
5%
(3.9)
-
XDR
(0.5)
(2.6)
5%
(0.2)
-
(0.4)
(2.4)
5%
(0.1)
-
109
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
cont.
Accruals
EUR
(19.2)
(83.5)
5%
(4.2)
-
(15.1)
(70.9)
5%
(3.5)
-
USD
(3.8)
(15.0)
5%
(0.7)
-
(2.5)
(11.1)
5%
(0.5)
-
XDR
(5.1)
(27.0)
5%
(1.3)
-
(4.6)
(27.0)
5%
(1.4)
-
Forwards
EUR
5.2
22.6
5%
0.3
0.8
8.0
37.5
5%
1.9
-
USD
-
-
5%
-
-
1.5
6.6
5%
0.3
-
CIRS
EUR
3.8
16.6
5%
0.4
0.4
-
-
5%
-
-
Change in operating profit
(73.6)
1.2
(17.1)
Income tax
14.0
(0.2)
3.2
-
Change in net profit
(59.6)
1.0
(13.9)
-
110
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2023
2022
As at 31 December 2023
As at 31 December 2022
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate
in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Loans granted
EUR
22.0
95.7
-5%
(4.7)
-
65.9
309.1
-5%
(15.4)
-
Trade receivables
EUR
33.0
143.4
-5%
(7.3)
-
19.7
92.5
-5%
(4.5)
-
USD
3.8
15.0
-5%
(0.7)
-
4.2
18.5
-5%
(0.9)
-
XDR
0.3
1.6
-5%
(0.1)
-
0.9
5.3
-5%
(0.3)
-
Cash and cash equivalents
EUR
254.1
1,104.8
-5%
(55.3)
-
12.5
58.5
-5%
(3.1)
-
USD
2.3
9.2
-5%
(0.3)
-
1.0
4.4
-5%
(0.2)
-
CHF
0.0
0.1
-5%
(0.0)
-
0.0
0.2
-5%
(0.0)
-
Loans and borrowings
EUR
(506.0)
(2,200.1)
-5%
110.0
-
-
-
-5%
-
-
Lease liabilities
EUR
(35.8)
(155.7)
-5%
7.7
-
(31.3)
(146.8)
-5%
7.3
-
USD
(0.5)
(2.0)
-5%
0.1
-
(0.5)
(2.2)
-5%
0.1
-
Trade payables
EUR
(65.0)
(282.6)
-5%
14.2
-
(114.8)
(538.4)
-5%
26.9
-
USD
(21.2)
(83.3)
-5%
4.3
-
(17.5)
(77.0)
-5%
3.9
-
XDR
(0.5)
(2.6)
-5%
0.2
-
(0.4)
(2.4)
-5%
0.1
-
111
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
cont.
Accruals
EUR
(19.2)
(83.5)
-5%
4.2
-
(15.1)
(70.9)
-5%
3.5
-
USD
(3.8)
(15.0)
-5%
0.7
-
(2.5)
(11.1)
-5%
0.5
-
XDR
(5.1)
(27.0)
-5%
1.3
-
(4.6)
(27.0)
-5%
1.4
-
Forwards
EUR
5.2
22.6
-5%
(0.3)
(0.8)
8.0
37.5
-5%
(1.9)
-
USD
-
-
-5%
-
-
1.5
6.6
-5%
(0.3)
-
CIRS
EUR
3.8
16.6
-5%
(0.4)
(0.4)
-
-
-5%
-
-
Change in operating profit
73.6
(1.2)
17.1
Income tax
(14.0)
0.2
(3.2)
-
Change in net profit
59.6
(1.0)
13.9
-
112
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2023
2022
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Estimated change in
profit
in PLN
Estimated change in other comprehensive income
in PLN
Estimated change in exchange rate by 5 %
EUR
(55.2)
1.0
(10.4)
-
USD
(3.3)
-
(2.5)
-
XDR
(1.1)
-
(1.0)
-
Estimated change in exchange rate by -5 %
EUR
55.2
(1.0)
10.4
-
USD
3.3
-
2.5
-
XDR
1.1
-
1.0
-
Had Polish zloty strengthened 5% against the basket of currencies as at 31 December 2023 and 31 December 2022, the Group’s net profit would have decreased by PLN 59.6 and by PLN 13.9, respectively and other comprehensive income would be PLN 1.0 higher in 2023 and would have been unchanged in 2022. Had the Polish zloty appreciated 5%, the Group’s net profit would have increased by PLN 59.6 in 2023 and by PLN 13.9 in 2022 and a decrease in other comprehensive income by PLN 1.0 in 2023, assuming that all other variables remain constant. Estimated future revenue and costs denominated in foreign currencies are not taken into consideration.
Interest rate risk
Changes in market interest rates have no direct effect on the Group’s revenues, however, they do have an effect on net cash from operating activities due to interest earned on overnight bank deposits and current accounts, and on net cash from financing activities due to interest charged on bank loans and bonds.
The Group regularly analyses its level of interest rate risk exposure, including refinancing and risk minimising scenarios. Based on these analyses, the Group estimates the effects of changes in interest rates on its profit and loss.
In order to reduce interest rate risk exposure resulting from Parent’s interest payments on floating rate senior facility, the Group stipulated interest rate swaps and currency interest rate swaps for which hedge accounting was adopted (see note 33). In order to reduce interest rate risk exposure resulting from Metelem Holding Company Ltd. group (currently Polkomtel Sp. z o.o. group) interest payments on floating rate senior facilities, the Group also uses interest rate swaps and currency interest rate swaps and for them hedge accounting was not adopted.
113
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
At the reporting date, the interest rate risk profile of interest-bearing financial instruments was:
Carrying amount
31 December 2023
31 December 2022
Fixed rate instruments
Financial assets
300.0
74.5
Variable rate instruments
Financial assets *
1,308.7
1,133.6
Financial liabilities *
(15,730.6)
(10,789.2)
Net interest exposure
(14,421.9)
(9,655.6)
* nominal debt
The Group classifies Term Loans as variable rate instruments. Changes in the interest rate components do not result in a change in the carrying amount of the loan liability. The changes are reflected prospectively in the interest expense on loans and borrowings.
Cash flow sensitivity analysis for variable rate instruments (pre-tax effect):
Income statement
Other comprehensive income
Equity
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
31 December 2023
Variable rate instruments *
(68.8)
68.8
14.5
(14.5)
(54.3)
54.3
Cash flow sensitivity (net)
(68.8)
68.8
14.5
(14.5)
(54.3)
54.3
31 December 2022
Variable rate instruments *
(73.5)
73.5
15.0
(15.0)
(58.5)
58.5
Cash flow sensitivity (net)
(73.5)
73.5
15.0
(15.0)
(58.5)
58.5
* include sensitivity in fair value changes of hedging instruments (interest rate swaps and currency interest rate swaps) due to changes in interest rates
For some instruments the Group applies cash flow hedge model under IAS 39 for interest rate exposure from floating rate interest payments in PLN on senior facility hedged by interest rate swap and variable-rate interest payments in EUR backed by currency interest rate swaps transactions.
Fair value vs. carrying amount
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
114
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Presented below are fair values and carrying amounts of financial assets and liabilities not measured in fair value.
31 December 2023
31 December 2022
Category according to IFRS 9
The level of the fair value hierarchy
Fair value
Carrying amount
Fair value
Carrying amount
Loans granted
A
2
127.4
127.1
570.6
576.1
Trade and other receivables
A
*
3,742.6
3,742.6
3,522.1
3,522.1
Cash and cash equivalents and short- term deposits
A
*
3,307.2
3,307.2
808.5
808.5
Restricted cash
A
*
19.7
19.7
9.3
9.3
Loans and borrowings
B
2
(11,150.1)
(10,604.0)
(8,232.7)
(8,137.4)
Issued bonds
B
1
(4,433.7)
(4,349.1)
(1,982.1)
(2,076.4)
Lease liabilities
B
2
(610.8)
(610.8)
(524.2)
(524.2)
Accruals
B
*
(1,213.7)
(1,213.7)
(1,220.5)
(1,220.5)
Trade and other payables
and deposits
B
*
(2,096.3)
(2,096.3)
(2,371.3)
(2,371.3)
Total
(12,307.7)
(11,677.3)
(9,420.3)
(9,413.8)
Unrecognized loss
(630.4)
(6.5)
A – assets measured at amortised costs
B – liabilities measured at amortised costs
* It is assumed that the fair value of these financial assets and liabilities is equal to their nominal value, therefore no evaluation methods were used in order to calculate their fair value.
When determining the fair value of lease liabilities, forecasted cash flows from the reporting date to assumed dates of lease agreements termination were analyzed. The discount rate for each payment was calculated as an interest rate plus a margin regarding the Group’s credit risk.
Trade and other receivables, trade and other payables and deposits comprise mainly receivables and payables which will be settled no later than at the end of the first month after the reporting date. It was therefore assumed that the effect of their valuation, taking into account the time value of money, would approximately be equal to their nominal value.
When determining the fair value of loans granted, forecasted cash flows from the reporting date to assumed dates of repayments of the loans were analyzed. The discount rate for each payment was calculated as an applicable WIBOR or EURIBOR interest rate plus a margin regarding the credit risk.
As at 31 December 2023 and 31 December 2022 loans and borrowings comprised bank loans and other loans. The discount rate for each payment was calculated as a sum of implied WIBOR or EURIBOR interest rate and a margin regarding the Group’s credit risk. When determining the fair value of bank loans as at 31 December 2023, forecasted cash flows from the reporting date to 28 April 2028 were analyzed. When determining the fair value of bank loans as at 31 December 2022, forecasted cash flows from the reporting date to 30 September 2024 (assumed date of repayment of the loans obtained in 2015, changed in 2018 and changed in 2020) and to 31 March 2025 (assumed date of repayment of the additional loan obtained in 2019 and changed in 2020) were analyzed.
The fair value of issued bonds as at 31 December 2023 and 31 December 2022 was estimated as a last purchase price at the balance sheet date according to GPW Catalyst quotations.
115
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
As at 31 December 2023, the Group held the following financial instruments carried at fair value on the statement of financial position:
A SSETS MEASURED AT FAIR VALUE
31 December 2023
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
24.0
28.5
IRS
-
24.0
-
Financial PPA
-
28.5
Hedging derivative instruments
-
4.3
-
IRS
-
4.3
-
Other
-
15.9
-
Investments in equity instruments
614.4
1.5
-
Total
614.4
45.7
28.5
L IABILITIES MEASURED AT FAIR VALUE
31 December 2023
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
(32.3)
-
IRS
-
(26.3)
-
CIRS
-
(5.9)
-
Forward
-
(0.1)
-
Hedging derivative instruments
-
(11.9)
-
IRS
-
(5.7)
-
CIRS
-
(5.8)
-
Forward
-
(0.4)
-
Put option
-
-
(39.5)
Total
-
(44.2)
(39.5)
As at 31 December 2022, the Group held the following financial instruments measured at fair value:
A SSETS MEASURED AT FAIR VALUE
31 December 2022
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
58.2
-
Interest rate swaps
-
58.2
-
Hedging derivative instruments
-
23.1
-
Interest rate swaps
-
23.1
-
Other
-
23.8
-
Investments in equity instruments
-
1.6
-
Total
-
106.7
-
116
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
LIABILITIES MEASURED AT FAIR VALUE
31 December 2022
Level 1
Level 2
Level 3
Derivative instruments not designated as hedging instruments
-
(5.7)
-
Interest rate swaps
-
(4.7)
-
Forward
-
(1.0)
-
Hedging derivative instruments
-
(0.7)
-
Interest rate swaps
-
(0.7)
-
Total
-
(6.4)
-
The fair value of forwards, interest rate swaps and currency interest rate swaps is determined using financial instruments valuation models, based on generally published currency exchange rates, interest rates, forward rate curves and volatility curves for foreign currencies taken from active markets. Fair value of derivatives is determined based on the discounted future cash flows from transactions, calculated based on the difference between the forward price and the transaction price.
The fair value of financial PPA transactions was determined using financial instrument valuation models, using industry studies of energy prices over the long term, taking into account seasonality and the production profile for a given source as well as using generally available interest rates. Fair value is determined based on the discounted future cash flows of the transactions calculated based on the difference between the market price over the contract horizon and the settlement price set in the contract (plus the inflation rate).
The fair value of put option was determined in the amount of estimated future cashflows related to the exercise of the option, as at the reporting date .
Items of income, costs, profit and losses recognized in profit or loss generated by loans and borrowings and issued bonds (including hedging transactions)
For the period from
1 January 2023
to 31 December 2023
Loans and borrowings
Bonds
Hedging
instruments
Derivative instruments not designated as hedging instruments
Total
Interest expense on loans and borrowings
(816.8)
-
14.4
(28.5)
(830.9)
Interest expense on bonds
-
(326.7)
-
-
(326.7)
Exchange rate differences
82.1
-
-
-
82.1
Total finance costs
(734.7)
(326.7)
14.4
(28.5)
(1,075.5)
Total gross profit/(loss)
(734.7)
(326.7)
14.4
(28.5)
(1,075.5)
Hedge valuation reserve
-
-
(28.8)
-
(28.8)
117
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
For the period from
1 January 2022
to 31 December 2022
Loans and borrowings
Bonds
Hedging
instruments
Derivative instruments not designated as hedging instruments
Total
Interest expense on loans and borrowings
(582.0)
-
19.8
72.7
(489.5)
Interest expense on bonds
-
(155.6)
-
-
(155.6)
Total finance costs
(582.0)
(155.6)
19.8
72.7
(645.1)
Total gross profit/(loss)
(582.0)
(155.6)
19.8
72.7
(645.1)
Hedge valuation reserve
-
-
11.4
-
11.4
Hedge accounting and derivatives
Cash Flow Hedge of interest rate risk of interest payments
As at 31 December 2023, the Group held a number of interest rate swaps not designated as hedges in order to reduce the risk of floating interest payments on senior facilities denominated in PLN. Hedge accounting has not been implemented for the interest rate swaps.
The table below presents the basic parameters of IRS not designated as hedging instruments, including the periods in which cash flows occur, periods they will affect the financial results and their fair value in PLN as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Interest rate swap
Interest rate swap
Exposure
Floating rate interest payments in PLN
Floating rate interest payments in PLN
Hedged risk
Interest rate risk
Interest rate risk
Notional value of hedging instrument
3,822.7
3,000.0
Fair value of hedging instruments
(2.3)
53.5
Hedge accounting approach
Hedge accounting not adopted
Hedge accounting not adopted
Expected period the hedge item affect income statement
Until 31 December 2030
Until 30 June 2025
As at 31 December 2023, the Group held a number of interest rate swaps designated as hedges of floating interest payments on senior facility denominated in PLN. Hedge accounting has been implemented for the interest rate swaps.
The terms of the interest rate swaps have been negotiated to match the terms of the floating rate financing in PLN. The hedge ineffectiveness identified during the reporting period was recognized in the income statement.
118
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents the basic parameters of IRS designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value in PLN of hedging instruments as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Interest rate swap
Interest rate swap
Exposure
Floating rate interest payments in PLN
Floating rate interest payments in PLN
Hedged risk
Interest rate risk
Interest rate risk
Notional value of hedging instrument
750.0
1,125.0
Fair value of hedging instruments
(1.4)
22.4
Hedge accounting approach
Cash Flow Hedge
Cash Flow Hedge
Expected period the hedge item affect income statement
Until 30 June 2025
Until 30 June 2025
Cash Flow Hedge of interest rate and currency risk of interest payments
As at 31 December 2023, the Group held a number of currency interest rate swaps designated as hedges of floating interest payments on senior facility denominated in EUR. Hedge accounting has not been implemented for the currency interest rate swaps.
The table below presents the basic parameters of CIRS designated as non-hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value of hedging instruments as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Currency interest rate swap
-
Exposure
Floating rate interest payments in EUR
-
Hedged risk
Interest rate and currency risk
-
Notional value of hedging instrument
50.0
-
Fair value of hedging instruments
(5.9)
-
Hedge accounting approach
Hedge accounting not adopted
-
Expected period the hedge item affect income statement
Until 31 March 2027
-
As at 31 December 2023, the Group held a number of currency interest rate swaps designated as hedges of floating interest payments on senior facility denominated in EUR. Hedge accounting has been implemented for the currency interest rate swaps.
The terms of the currency interest rate swaps (including schedule) have been negotiated to match the terms of the floating rate financing in EUR. The hedge ineffectiveness identified during the reporting period was recognized in the income statement.
119
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents the basic parameters of CIRS designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value of hedging instruments as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Currency interest rate swap
-
Exposure
Floating rate interest payments in EUR
-
Hedged risk
Interest rate and currency risk
-
Notional value of hedging instrument
50.0
-
Fair value of hedging instruments
(5.8)
-
Hedge accounting approach
Cash Flow Hedge
-
Expected period the hedge item affect income statement
Until 31 March 2027
-
Cash Flow Hedge of currency risk of interest payments
As at 31 December 2023, the Group held a number of forwards designated as hedges of interest payments on senior facility denominated in EUR. Hedge accounting has not been implemented for the currency interest rate swaps.
The table below presents the basic parameters of forwards not designated as hedging instruments, including the periods in which cash flows occur, periods they will affect the financial results and their fair value as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Forward
-
Exposure
Interest payments in EUR
-
Hedged risk
Currency risk
-
Notional value of hedging instrument
1.4
-
Fair value of hedging instruments
(0.1)
-
Hedge accounting approach
Hedge accounting not adopted
-
Expected period the hedge item affect income statement
Until 31 May 2024
-
As at 31 December 2023, the Group held a number of forwards designated as hedges of interest payments on senior facility denominated in EUR. Hedge accounting has been implemented for the forwards.
The terms of the forwards have been negotiated to match the terms of the floating rate financing in EUR. The ineffectiveness of forward contracts during the reporting period was not identified and recognized in the income statement.
120
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents the basic parameters of forwards designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value in EUR of hedging instruments as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Forward
-
Exposure
Interest payments in EUR
-
Hedged risk
Currency risk
-
Notional value of hedging instrument
3.7
-
Fair value of hedging instruments
(0.4)
-
Hedge accounting approach
Cash Flow Hedge
-
Expected period the hedge item affect income statement
Until 31 May 2024
-
Change in fair value of cash flow hedges is presented below (pre-tax):
2023
2022
Opening Balance
22.4
13.4
Effective part of gains or losses on the hedging instrument recognized in equity
(16.8)
26.3
Amounts recognized in equity transferred to the profit and loss statement, of which:
(13.2)
(17.3)
• adjustment of interest costs
(14.4)
(19.8)
• recognition of inefficiencies
1.2
2.5
Closing Balance
(7.6)
22.4
Cash Flow Hedge of selling price of electricity
As at 31 December 2023 the Group held a financial PPA to hedge the proceeds from electricity sales transactions based on current market prices. Under the financial PPA, the Group receives/pays the difference between the agreed fixed price and current market energy prices. No hedge accounting was implemented for these instruments.
The table below presents the basic parameters of financial PPA agreements not designated as hedging instruments, including the periods in which cash flows occurred, periods they affected the financial results and their fair value in PLN as at the balance sheet date.
31 December 2023
31 December 2022
Type of instrument
Financial PPA
-
Exposure
Proceeds from electricity sales based on current market prices
-
Hedged risk
Energy price risk
-
Fair value of hedging instruments
28.5
-
Hedge accounting approach
Hedge accounting not adopted
-
Expected period the hedge item affect income statement
Until September 2034
-
121
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
43.Capital management
This note presents information about the Group’s management of capital. Further quantitative disclosures are also included throughout these financial statements.
The goal of capital management is to maintain the Group’s ability to operate as a going concern in order to provide the shareholders return on investment as well as benefits for other stakeholders. The Group might issue shares, increase debt or sell assets in order to maintain or improve the equity structure.
The Group monitors capital on the basis of leverage ratio, which is calculated as a ratio of net debt to sum of equity and net debt. Net debt represents interest-bearing loans and borrowings and issued bonds less cash and cash equivalents (including restricted cash).
Carrying amount
31 December 2023
31 December 2022
Loans and borrowings
10,604.0
8,137.4
Issued bonds
4,349.1
2,076.4
Cash and cash equivalents and restricted cash
(3,325.7)
(817.8)
Net debt
11,627.4
9,396.0
Equity
16,305.2
15,810.8
Equity and net debt
27,932.6
25,206.8
Leverage ratio
0.42
0.37
44.Operating segments
The Group operates in the following four segments:
• B2C and B2B services segment which relates to the provision of services to the general public, including digital television transmission signal, mobile services, the Internet access services, the mobile TV services, the online TV services, set-top boxes production and assembly of photovoltaic installations,
• Media segment,
• Real Estate segment (starting from 1 April 2022),
• Green energy segment (starting from 3 July 2023).
The Group conducts its operating activities primarily in Poland.
The activities of the Group are grouped into segment with distinguishable scope of operations where services are rendered and merchandise delivered in a specific economic environment. Activities of defined segments are characterized by different risk levels and different investment returns from those of the Group’s other segments. The operating segments also represent reportable segments of the Group.
B2C and B2B services segment includes:
• digital pay television services which primarily relate to direct distribution of technologically advanced pay-TV services and revenues are generated mainly by pay-TV subscription fees,
• mobile telecommunication services (postpaid and mix) which generate revenues mainly from interconnect revenues, traffic revenues and subscription fees,
122
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• mobile telecommunication prepaid services which generate revenues mainly from interconnect and traffic revenues,
• fixed telecommunication services, which generate revenues mainly from subscription fees, traffic and interconnect revenues,
• providing access to broadband Internet in mobile and fixed-line technologies which generates revenues mainly from traffic and subscription fees,
• telecommunication wholesale services, including international and domestic roaming as well as telecommunication infrastructure sharing services,
• lease of optical fibers and infrastructure,
• online TV services (Polsat Box Go, formerly IPLA) available on computers, smartphones, tablets, SmartTV, game consoles and other TV equipment which generate revenues mainly from subscription fees and advertising on the Internet,
• Premium Rate services based on SMS/IVR/MMS/WAP technology and subscription fees,
• production of set-top boxes,
• sale of telecommunication equipment,
• sale of photovoltaic installations.
Media segment consists mainly of production, acquisition and broadcasting of information and entertainment programs as well as TV series and feature films broadcasted on television, radio and Internet channels in Poland. The revenues generated by the media segment relate mainly to advertising and sponsorship revenues as well as revenues from cable and satellite operators.
Real Estate segment consists mainly of implementation of construction projects as well as sale, rental and management of own or leased real estate.
Green energy segment consists mainly of:
• production and sale of electricity from renewable sources especially from solar and wind,
• construction of a complete hydrogen-based value chain, including hydrogen stations, hydrogen-powered buses and sale of hydrogen,
• investments in renewable energy sources projects such as photovoltaic and wind farms.
Management evaluates the operating segments’ results based on EBITDA. The EBITDA reflects the Group’s ability to generate cash in a stable environment. The Group defines EBITDA as profit from operating activities increased by depreciation, amortization, impairment and liquidation (including depreciation included in the energy and buses production costs). The EBITDA is not an EU IFRS measure and thus its calculations may differ among the entities.
123
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents a summary of the Group’s revenues, expenses, acquisition of property, plant and equipment, reception equipment and other intangible assets as well as assets by operating segment for the year ended 31 December 2023:
The year ended 31 December 2023
B2C and B2B services
Media: TV and online
Real Estate
Green energy
Consolidation adjustments
Total
Revenues from sales to third parties
10,646.6
2,206.2
133.6
639.9
-
13,626.3
Inter-segment revenues
65.6
263.8
48.6
131.7
(509.7)
-
Revenues
10,712.2
2,470.0
182.2
771.6
(509.7)
13,626.3
EBITDA adjusted (unaudited)
2,493.1
472.0
27.0
24.5
(5.1)
3,011.5
Gain on disposal of a subsidiary and an associate
219.7
-
-
-
-
219.7
EBITDA (unaudited)
2,712.8
472.0
27.0
24.5
(5.1)
3,231.2
Depreciation, amortization, impairment and liquidation
1,713.2
155.3
22.5
9.4
-
1,900.4
Depreciation included in energy and buses production costs
-
-
-
19.2
-
19.2
Profit/(loss) from operating activities
999.6
316.7
4.5
(4.1)
(5.1)
1,311.6
Acquisition of property, plant and equipment and other intangible assets
792.7
74.0
24.6
710.6
-
1,601.9
Acquisition of reception equipment
145.8
-
-
-
-
145.8
Balance as at 31 December 2023
Assets, including:
26,461.4
6,520.1*
1,471.2
4,603.0
(1,879.0)
37,176.7
Investments in joint venture and shares in associates
-
-
10.1
-
-
10.1
* Includes non-current assets located outside of Poland in the amount of PLN 5.7.
124
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
All material revenues are generated in Poland.
It should be noted that the data for 12 months ended 31 December 2023 allocated to the “B2C and B2B services” segment, “Media” segment and “Real Estate” segment are not comparable to the data for 12 months ended 31 December 2022 due to changes in the Group’s structure described in notes 5, 40, 41 and 50.
The table below presents a summary of the Group’s revenues, expenses, acquisition of property, plant and equipment, reception equipment and other intangible assets as well as assets by operating segment for the year ended 31 December 2022:
The year ended 31 December 2022
B2C and B2B services
Media:
TV and online
Real Estate
Consolidation adjustments
Total
Revenues from sales to third parties
10,622.2
2,186.4
106.7
-
12,915.3
Inter-segment revenues
59.4
237.8
76.7
(373.9)
-
Revenues
10,681.6
2,424.2
183.4
(373.9)
12,915.3
EBITDA adjusted (unaudited)
2,834.0
506.0
17.2
(5.1)
3,352.1
Gain on disposal of a subsidiary and an associate
113.4
-
39.8
-
153.2
Costs of support for Ukraine
(33.0)
(1.1)
-
-
(34.1)
EBITDA (unaudited)
2,914.4
504.9
57.0
(5.1)
3,471.2
Depreciation, amortization, impairment and liquidation
1,703.6
109.7
15.7
-
1,829.0
Profit/(loss) from operating activities
1,210.8
395.2
41.3
(5.1)
1,642.2
Acquisition of property, plant and equipment and other intangible assets
964.2
117.0
33.2
-
1,114.4
Acquisition of reception equipment
113.6
-
-
-
113.6
Balance as at 31 December 2022
Assets, including:
24,485.9
6,465.6*
1,596.3
(241.2)
32,306.6
Investments in joint venture and shares in associates
1,801.6
5.9
82.6
-
1,890.1
* includes non-current assets located outside of Poland in the amount of PLN 5.9
125
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Reconciliation of EBITDA and Net profit for the period:
for the year ended
31 December 2023
31 December 2022
EBITDA adjusted (unaudited)
3,011.5
3,352.1
Gain on disposal of a subsidiary and an associate
219.7
153.2
Costs of support for Ukraine*
-
(34.1)
EBITDA (unaudited)
3,231.2
3,471.2
Depreciation, amortization, impairment and liquidation (note 10)
(1,900.4)
(1,829.0)
Depreciation included within energy and bus production costs (note 10)
(19.2)
-
Profit from operating activities
1,311.6
1,642.2
Other foreign exchange rate differences, net (note 11)
62.5
(41.6)
Interest costs, net (note 11 and 12)
(1,079.1)
(587.6)
Share of the profit/(loss) of associates accounted for using the equity method
29.7
94.5
Valuation of PAK-PCE shares held
151.3
-
Valuation of existing relationships in connection with the acquisition of PAK-PCE
(83.9)
-
Other
29.7
2.8
Gross profit for the period
421.8
1,110.3
Income tax
(110.2)
(209.2)
Net profit for the period
311.6
901.1
* includes mainly cash donations for supporting Ukraine
45.Barter transactions
The Group is a party to barter transactions. The table below presents revenues and costs of barter transactions executed on an arm’s-length basis. Revenue comprise revenue from services, products, goods and materials sold, costs comprise selling expenses.
for the year ended
31 December 2023
31 December 2022
Revenues from barter transactions
53.0
77.1
Cost of barter transactions
53.0
88.9
31 December 2023
31 December 2022
Barter receivables
15.5
80.3
Barter payab les
11.9
83.5
126
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
46.Transactions with related parties
RECEIVABLES
31 December 2023
31 December 2022
Joint ventures and associates
0.2
4.9
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
13.2
14.6
Total*
13.4
19.5
* amounts presented above do not include deposits paid (31 December 2023 – PLN 3.4, 31 December 2022 – PLN 3.5)
Receivables due from related parties have not been pledged as security.
OTHER ASSETS
31 December 2023
31 December 2022
Joint ventures and associates
0.3
1.5
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
-
7.6
Total
0.3
9.1
LIABILITIES
31 December 2023
31 December 2022
Joint ventures and associates
10.6
81.0
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
209.6
194.4
Total
220.2
275.4
The liability mainly includes a liability for the acquisition of shares by Cyfrowy Polsat, liabilities from surface leases and wind farm construction services.
L OANS GRANTED
31 December 2023
31 December 2022
Associates
15.0
456.2
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
12.5
12.2
Total
27.5
468.4
Loans granted as at 31 December 2023 include mainly loans to Polsat Boxing Promotion Sp. z o.o. and Dystrybucja Mówi Serwis Sp. z o.o. Sp. k.
127
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
LOANS RECEIVED
31 December 2023
31 December 2022
Associates
11.3
-
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
6.6
6.6
Total
17.9
6.6
REVENUES
for the year ended
31 December 2023
31 December 2022
Subsidiaries*
9.9
-
Joint ventures and associates
6.6
7.2
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
226.6
751.0
Total
243.1
758.2
* Applies to transactions with subsidiaries concluded before taking over control.
In the period of 12 months ended 31 December 2023 the most significant transactions include income from the sale of real estate and the sale of shares by Polkomtel.
In the period of 12 months ended 31 December 2022 the most significant transactions relate to income from disposal of Modivo S.A. shares.
EXPENSES AND PURCHASES OF PROGRAMMING ASSETS
for the year ended
31 December 2023
31 December 2022
Subsidiaries*
137.9
0.1
Joint ventures and associates
15.4
191.7
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
160.6
296.6
Total
313.9
488.4
* Applies to transactions with subsidiaries concluded before taking over control.
In the period of 12 months ended 31 December 2023 and 12 months ended 31 December 2022 the most significant transactions include inter alia cost of electrical energy, property rental and advertising services.
128
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
GAIN/(LOSS) ON INVESTMENT ACTIVITIES, NET
for the year ended
31 December 2023
31 December 2022
Subsidiaries*
27.1
-
Joint ventures and associates
1.5
20.4
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
8.0
5.3
Total
36.6
25.7
* Applies to transactions with subsidiaries concluded before taking over control.
FINANCE COSTS, NET
for the year ended
31 December 2023
31 December 2022
Joint ventures and associates
7.0
-
Entities controlled by a person (or a close member of that person’s family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
0.6
1.1
Total
7.6
1.1
Transactions with related parties are also described in note 50.
47.Contingent liabilities
Management believes that the provisions as at 31 December 2023 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Group’s financial situation.
Proceedings before the Office of Competition and Consumer Protection („UOKiK”)
On 24 February 2011 the President of UOKiK imposed penalty on Polkomtel (Company’s subsidiary) in the amount of PLN 130.7 for the alleged lack of cooperation during an inspection carried out by UOKiK in Polkomtel. Polkomtel appealed against the decision of the President of UOKiK to the Consumer and Competition Protection Court (“SOKiK”). According to management, during the inspection the company had fully and at all times cooperated with UOKiK within the scope provided by the law. On 18 June 2014 the decision of the President of UOKiK has been changed by SOKiK, reducing the penalty to PLN 4.0 (i.e. EUR 1.0). On 20 October 2015 SOKiK’s verdict has been revoked and the case has been transferred for re- examination. On 28 April 2017 the decision of the President of UOKiK has been changed by SOKiK, reducing the penalty to PLN 1.3. Polkomtel and President of UOKiK appealed against the verdict. On 3 April 2020 both Polkomtel’s and the President’s of UOKiK appeals have been dismissed. The Court of Appeal upheld the SOKiK’s decision. On 20 April 2020 Polkomtel made a payment in the amount of PLN 1.3. Polkomtel and the President of UOKiK filed cassation appeals against the Court of Appeal’s verdict. On 28 September 2022 the cassation appeal of the President of the UOKiK was dismissed, the appeal of Polkomtel was accepted in the scope dismissing the plaintiff's appeal, and the appealed judgment of the Court of Appeal in Warsaw dated 3 April 2020 was revoked and referred - in accordance with the Polkomtel’s cassation appeal - to be reconsidered. On 29 March 2023, the Court of Appeal issued a judgment, whereby the Court agreed with the company's position that the fine was
129
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
imposed in euros and then incorrectly converted into PLN. As a result the Court changed the appealed judgment of the first instance, reducing the penalty to PLN 1.2.
On 30 December 2014 the President of UOKiK issued a decision ending investigations related to Polkomtel’s (Company’s subsidiary) alleged practices which infringed upon the collective interests of consumers by not providing its telecommunication clients (which entered into a written agreement) with terms and conditions of the preferential sales offer as well as not informing about the termination of the preferential sales offer. Pursuant to the decision of the President of UOKiK, Polkomtel was charged with a penalty in the amount of PLN 6.0. The company appealed to SOKiK against the decision. On 5 March 2018, SOKiK issued a decision where the penalty has been annulled and dismissed the appeal in remaining scope. Both parties appealed to the Court of Appeal in Warsaw. The Court of Appeal annulled in full the verdict of the first instance court and returned the case back to the first instance court. On 1 April 2021 SOKiK dismissed Polkomtel’s appeal. On 24 January 2022 Polkomtel’s appeal was dismissed. On 7 February 2022 Polkomtel paid the penalty in the amount of PLN 6.0. Polkomtel filed a cassation appeal against the judgment of the Court of Appeal.
On 30 December 2016 the President of UOKiK issued a decision stating that the operations of the Company and Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by presenting promotional offers, which in the opinion of the authorities were impossible to conclude. Pursuant to the decision of the President of UOKiK the Company and Polkomtel were charged with a penalty in the amount of PLN 4.4 and PLN 12.3, respectively. The Group appealed to the Court against the decision. On 14 October 2019 SOKiK dismissed the appeal. The Group appealed against the decision. On 31 December 2020 the Group’s appeal was dismissed. On 14 January 2021 Cyfrowy Polsat and Polkomtel paid the penalty. The Group submitted a cassation appeal to the Supreme Court. On 25 May 2023 cassation appeals were dismissed.
On 29 April 2019 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by charging for activating the services to consumers, despite not obtaining an explicit approval of the additional payment associated with these services. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 39.5. Polkomtel appealed to SOKiK against the decision. On 26 May 2021 SOKiK dismissed Polkomtel’s appeal. Polkomtel appealed against the SOKiK judgment. On 8 November 2022, the Court of Appeal dismissed the appeal. On 22 November 2022, Polkomtel paid a penalty of PLN 39.5. Polkomtel filed a cassation complaint. Complaint was accepted for consideration by the Supreme Court.
On 19 December 2019 the President of UOKiK issued a decision stating that the operations of the Company were allegedly infringing collective consumer interests by hindering access to ZDF and Das Erste channels during the Euro 2016 championship by removing these channels and incomplete and unreliable information to consumers in response to claims regarding unavailability of the above programs. Pursuant to the decision of the President of UOKiK the Company was charged with a penalty in the amount of PLN 34.9. The Company appealed against this decision to SOKiK. On 14 February 2022 First Instance Court dismissed the Company’s appeal in its entirety. The Company submitted a cassation appeal to the Court of Appeal in Warsaw. The appeal hearing took place on 21 October 2022. On 21 November 2022, the Court of Appeal in Warsaw repealed the appealed judgment in its entirety and referred the case to the Regional Court in Warsaw for examination and resolution. On 24 July 2023 Company's appeal was again dismissed. On 6 September 2023 the Company filed an appeal against the judgment. To date, hearing date has not been set.
On 31 December 2019 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by charging additional fees for data transmission using the RSTP protocol, despite the subscribers having internet packages or unlimited LTE Internet services. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 50.6. Polkomtel appealed to SOKiK against the decision. On 15 December 2021, SOKiK
130
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
announced decision in which it dismissed Polkomtel's appeal in its entirety. Polkomtel submitted an appeal against the SOKiK verdict. On 21 July 2022 the Court of Appeal partially revoked the President of UOKiK’s decision and reduced a penalty to PLN 16.8. On 4 August 2022, Polkomtel paid the penalty in the amount of PLN 16.8. Both Polkomtel and President of UOKiK filed a cassation appeals. On 26 January 2023, the Supreme Court refused cassation appeals.
On 22 January 2020 the President of UOKiK issued a decision stating that the operations of Polkomtel (Company’s subsidiary) were allegedly infringing collective consumer interests by clauses included in the terms and conditions of telecommunications services regarding prepaid services and expiration of the unused value of the subscribers’ accounts. Pursuant to the decision of the President of UOKiK Polkomtel was charged with a penalty in the amount of PLN 20.4. Polkomtel appealed to SOKiK against the decision. On 8 April 2022, SOKiK dismissed Polkomtel's appeal. On 31 May 2022 Polkomtel submitted appeal against the SOKiK verdict. On 28 March 2023 the Court of Appeal dismissed the appeal. On 11 April 2023 Polkomtel paid a penalty of PLN 20.4. After receiving written justification of the judgment of the Court of Appeal, on 30 June 2023 Polkomtel filed a cassation complaint.
By decision of 27 December 2023, the President of UOKiK recognized the actions of Telewizja Polsat Sp. z o.o. and Teleaudio Dwa Sp. z o.o Sp. k., (subsidiaries of the Company) as a practice violating the collective interests of consumers. The violations allegedly consisted in misleading SMS information sent to customers as to the rules and costs of participation in the New Year's Eve edition of the SMS competition in the content of verbal and graphic messages as part of the broadcast "New Year's Eve Power of Hits 2021 - New Year's Eve of Happiness" and as to the course of the competition and the prizes that could be won at its individual stages. As a consequence, the President of UOKiK imposed fines on both entities in the total amount of PLN 9.9. The decision is not final, each company filed an appeal to the Regional Court in Warsaw on 26 January 2024.
Other proceedings
In September 2015, Polkomtel (Company’s subsidiary) received a claim from P4 Sp. z o.o., in which the company demands compensation of PLN 316 (including interest of PLN 85), for the alleged actions relating to the pricing of the mobile services rendered between July 2009 and March 2012. The claim assumes payment of the above amount jointly by Orange Poland S.A., Polkomtel and T-Mobile Poland S.A. On 27 December 2018 Court dismissed the entire claim. P4 Sp. z o.o. appealed against the decision. On 28 December 2020, the Court of Appeal referred the case to the District Court for reconsideration, Polkomtel appealed to the Supreme Court against this decision. On 13 November 2020, the P4 sp. z o.o. claim for payment of PLN 313, including interest of PLN 85, was delivered by the court. This lawsuit constitutes an "extension” of P4 Sp. z o.o claim dated September 2015 and concerns a further period of the acts alleged against the defendants, i.e. from April 2012 to December 2014.
Management believes that the claim is unfounded, as Polkomtel’s conduct alone or with other tort entities was not wrongful, in particular relating to the pricing of retail mobile services directed to the telecommunications network of P4 Sp. z o.o. In management’s opinion, there is no legal basis for the overall assessment of the alleged actions of each of the operators on the telecommunications market, which is fully a competitive market, and each of the operators has its own business and pricing strategy. The claim of P4 Sp. z o.o. indicates neither nature (premises liability) nor the amount.
On 28 April 2017, Association of Polish Stage Artists (“ZASP”) filed a lawsuit against Cyfrowy Polsat for payment of PLN 20.3. The Company issued an objection in the writ-of-payment proceedings and filed for its dismissal entirely. On 10 January 2018 the Court issued a decision to refer the case to mediation proceedings. Mediation ended without a settlement. The last hearing took place on 8 May 2019. Both parties have submitted an application for re- referral to the mediation proceedings for a period of three months. The court approved application and postponed the hearing without a deadline. Mediation ended without a settlement. On 6 May 2020, the Company received a letter from the Court, containig the
131
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
mediator's position summarizing the course of mediation, with a request to refer to its content. On 25 May 2020, the Company submitted a response informing the Court about the settlement being impossible to reach by the parties. The hearing took place on 20 October 2021. At the end of March 2022, the Company received a letter extending the previous claim by the period from 1 January 2010 to 31 December 2020, the value of the lawsuit was increased by over PLN 120.0. The court set the hearing dates for: 15 December 2023 and 17 April 2024. The hearing on 15 December 2023 has been canceled.
By lawsuit, delivered to the Company on 16 December 2019, the Association of Performing Artists (SAWP) filed two claims against the Company: information claim and claim for payment. The information claim relates to television programs rebroadcasted by the Company in the period from 20 August 2009 to 20 August 2019. In the claim for payment, SAWP claims PLN 153.3 for the alleged violation of related rights to artistic performances of musical and verbal - musical works through their non-contractual cable rebroadcast. The Company filed for the dismissal entirely. The last hearing took place on 17 January 2024 . The hearing was postponed without a date .
In addition to the matters described above, there are also other proceedings, for which provisions have been made according to the best estimates of the management board members as to potential future outflows of the economic benefits required for their settlement. Information regarding the amount of provisions was not separately disclosed, as in the opinion of the Group's Management, such disclosure could prejudice the outcome of the pending cases.
48.Remuneration of the Management Board
The table below presents the Management Board’s remuneration for management functions in the Parent Company and its subsidiaries.
Name
Function
2023
2022
Mirosław Błaszczyk
President of the Management Board
1.0
1.0
Maciej Stec
Vice-President of the Management Board
0.4
0.6
Jacek Felczykowski
Member of the Management Board
1.0
1.0
Aneta Jaskólska
Member of the Management Board
0.9
0.9
Agnieszka Odorowicz
Member of the Management Board
0.6
0.6
Katarzyna Ostap-Tomann
Member of the Management Board
1.0
1.0
Total
4.9
5.1
The amounts of bonuses and other remuneration payable to each member of the Management Board for 2023 and 2022 are presented below:
Name
Function
2023
2022
Mirosław Błaszczyk
President of the Management Board
2.5
2.5
Maciej Stec
Vice-President of the Management Board
1.3
5.0
Jacek Felczykowski
Member of the Management Board
1.5
1.5
Aneta Jaskólska
Member of the Management Board
1.9
1.9
Agnieszka Odorowicz
Member of the Management Board
1.0
0.8
Katarzyna Ostap-Tomann
Member of the Management Board
3.4
2.4
Total
11.6
14.1
132
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
49.Remuneration of the Supervisory Board
The Supervisory Board receives remuneration based on the resolution of the Extraordinary General Shareholders’ Meeting of Cyfrowy Polsat S.A. dated 5 September 2007. On 29 June 2016 the Annual General Meeting adopted the resolution concerning changes in remuneration of members of the Supervisory Board.
Presented below is the total remuneration payable to the Supervisory Board members of the Parent Company in 2023 and 2022:
Name
Function
2023
2022
Zygmunt Solorz
Chairman of the Supervisory Board
0.24
0.24
Marek Kapuściński
Vice-Chairman of the Supervisory Board (until 31 May 2023)
0.08
0.18
Józef Birka
Member of the Supervisory Board
0.18
0.18
Jarosław Grzesiak
Member of the Supervisory Board
0.18
0.18
Marek Grzybowski
Independent Member of the Supervisory Board
0.18
0.18
Tobias Solorz
Member of the Supervisory Board
0.18
0.18
Tomasz Szeląg
Member of the Supervisory Board
0.18
0.18
Piotr Żak
Member of the Supervisory Board
0.18
0.18
Total
1.40
1.50
50. Important agreements and events
Conclusion of financial PPA agreements
In March 2023, Cyfrowy Polsat S.A. entered into so-called financial PPA (Power Purchase Agreement) agreements with PAK-PCE Fotowoltaika Sp. z o.o. and PAK Volt S.A. regarding electricity generated by a photovoltaic farm in the Brudzew municipality. The financial PPA agreements were concluded for a period of 15 years, with the possibility of termination in certain situations and are effective since April 2023.
In April 2023, Cyfrowy Polsat S.A. entered into so-called financial PPA (Power Purchase Agreement) agreements with Park Wiatrowy Pałczyn 1 Sp. z o.o. and PAK Volt S.A. regarding electricity generated by a wind farm in the Miłosław municipality. The financial PPA agreements were concluded for a period of 15 years and 6 months and is effective since January 2024.
The Company committed in the financial PPA agreements to make financial settlements in order to ensure a fixed price for the sale or purchase of electricity (so-called contract on difference). The settlement price in the financial PPA agreements was established for the first year of the term and will be indexed in subsequent years by the inflation rate, subject to applicable legal regulations specifying the maximum sales price of electricity produced from renewable sources.
Decision of the Head of the Małopolska Tax Office in Cracow
On 15 February 2018 the Head of the Małopolska Tax Office in Cracow (“Tax Office”) issued the decision assessing the tax liability from uncollected withholding corporate income tax in 2012 in the amount of PLN 24.2 increased by interest on tax arrears.
In the issued decision the Tax Office contested the Company’s right to an exemption from the obligation to withhold income tax on certain interest payments in 2012. The Company appealed against the decision of the Tax Authority on the basis of acquired opinions issued
133
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
by renowned entities. The Company has not created any provisions encumbering its financial results.
On 10 July 2018 the Tax Office upheld the previous decision dated 15 February 2018. The Company does not agree with the decision of the Tax Office in question and appealed against it to the Voivodship Administrative Court in Cracow. The Voivodship Administrative Court in Cracow dismissed the complaint in the ruling as of 21 February 2019. The Company does not agree with this decision and filled a cassation complaint to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court upheld the complaint and transferred the case to the Voivodship Administrative Court for re-examination in its decision on 17 August 2022. The Voivodship Administrative Court, at the hearing on 15 March 2023, revoked the decision of the Head of the Małopolska Tax Office in Cracow and referred the case for reconsideration by this authority. On 23 January 2024, the Company received the decision of the tax authority discontinuing the proceedings in the case.
The Tax Office control activities in the aforesaid matter were in progress in relation to 2013 and 2014.
The Head of the Małopolska Tax Office in Cracow issued a decision on 19 July 2019 in respect to the year 2013. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2013 in the amount of PLN 25.1 increased by interest on tax arrears. The Company appealed against the decision, but on 14 February 2020 the Tax Authority maintained its position. The Company filed a complaint against the decision to the Administrative Court. On 15 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, does not agree with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court, at the hearing on 10 January 2024, dismissed the judgements of the first instance court and the decisions of the Head of the Małopolska Tax Office in Cracow issued in these cases in the second instance. Company is waiting for the above-mentioned actions of tax authority consuming the court's position and guidelines. The Company has not created any provisions encumbering its financial results.
The Head of the Małopolska Tax Office in Cracow issued a decision on 20 September 2019 in respect to the year 2014. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2014 in the amount of PLN 1.7 increased by interest on tax arrears. The Company appealed against the decision of the Tax Authority. In a second instance decision issued on 8 June 2020, the Tax Authority fully maintained its position. The Company filed a complaint against the decision to the Administrative Court. On 20 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, does not agree with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court, at the hearing on 10 January 2024, dismissed the judgments of the first instance court and the decisions of the Head of the Małopolska Tax Office in Cracow issued in these cases in the second instance. Company is waiting for the above-mentioned actions of tax authority consuming the court's position and guidelines. The Company has not created any provisions encumbering its financial results.
Renewal of the frequency reservations
Frequency reservations allocated in the 1800 MHz band expired at the end of 2022, while the frequency reservation in the 900 MHz band expired at the end of 2023 and 2600 MHz will expire at the end of 2024. On 30 November 2021 Polkomtel and Aero 2 were merged, consequently Polkomtel entered into the rights and obligations of Aero 2 and thus taking over the right to Aero 2 frequencies. Pursuant to the Telecommunications Law, in December 2021, December 2022 and December 2023 respectively, Polkomtel Sp. z o. o. applied to UKE President for the reservation of frequency in the 1800 MHz band, 900 MHz band and 2600 MHz band for the next periods.
134
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
On 20 December 2022, Polkomtel received the decisions of the President of UKE granting Polkomtel a frequency reservation in the 1800 MHz band for the next 15 years - until 31 December 2037. Pursuant to these decisions, Polkomtel was obliged to pay fees to the State Treasury in the amount of PLN 847 for the above reservation. The payment in the amount of PLN 847 was made on 3 January 2023.
On 10 July 2023, Polkomtel received a decision of the President of UKE reserving frequencies in the 900 MHz band for Polkomtel for the next 15 years – until 31 December 2038. According to this decision, Polkomtel was obliged to pay fees PLN 300.3 to the State Treasury for making the reservation. The payment in the amount of PLN 300.3 was made on 24 July 2023.
Auction for spectrum reservation in the 3.6 GHz band
On 22 June 2023, the President of UKE announced an auction for four frequency reservations in the 3.6 GHz band.
According to the published documentation, the subject of the auction were 4 blocks with a width of 100 MHz each. The asking price amounts to PLN 450.0 per block.
In accordance with the auction documentation, each of the auction winners will be subject to identical network development obligations to launch in the indicated areas by each operator at least 3,800 (not in millions) base stations using allocated frequencies within 48 months from the date of delivery of the reservation decision. In addition, auction winners will be required to ensure capacity (using any frequency range) of 95Mbps for 99% of households throughout the country within 60 months, for 90% of the country within 60 months, for 95% of national roads within 84 months, for 95% of provincial roads within 84 months, for 95% of railway routes within 84 months, for 24-hour border crossings within 24 months from the date of delivery of the reservation decision.
Initial offers were submitted by four mobile network operators: Orange, Polkomtel, P4 and T- Mobile until 8 August 2023 (first auction stage).
Polkomtel submitted an initial offer on 4 August 2023 and also paid a deposit in the required amount of PLN 182.
On 16 October 2023 the President of the UKE started the second stage of the auction bidding which ended on 18 October 2023. Accordingly, Polkomtel purchased block A (3400-3500 MHz band) for PLN 450.
On 19 December 2023, the President of UKE issued a reservation decision for Polkomtel regarding the acquired frequency block in the 3.6 GHz band. On 10 January 2024, Polkomtel paid the President of UKE an additional fee for making the frequency reservation.
The legal dispute in respect to the telecommunication concession
The legal dispute in respect to the telecommunication concession for the 1800 MHz frequency granted in 2007 to Mobyland Sp. z o.o. (currently Polkomtel Sp. z o.o.) and CenterNet S.A. (currently Polkomtel Sp. z o.o.) has ended. Proceedings to invalidate the 1800 MHz frequency allocation tender have been instigated by T-Mobile and Orange. Supreme Administrative Court (NSA), in its ruling dated 8 May 2014, sustained the decision of the Court of First Instance and repealed the decision issued by the President of the Office of Electronic Communications (UKE) on 23 September 2011 which partially invalidated the above mentioned tender. Following the decision of the Supreme Administrative Court, UKE informed that “the decisions regarding re-running the tender will be taken by the Office upon careful analysis of the written justification of NSA’s rulings and the Court’s guidelines regarding further procedure as well as upon analysis of the legal situation”. UKE also stated that the “reservation decisions issued by UKE President remained valid while the operators could continue providing their services while using these frequencies”. On 23 December 2016 President of UKE notified the parties that the tender annulment proceedings relating to the 1800 MHz frequency have been adopted. Pursuant to the decision dated 4 August 2017 President of
135
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
UKE notified the parties that the tender dated 2007 has been annulled. On 13 October 2017 Aero 2 Sp. z o.o. (a successor of CenterNet S.A. and Mobyland Sp. z o.o., currently Polkomtel Sp. z o.o.) filed a motion to reconsider the decision of the President of UKE dated 4 August 2017 concerning the annulment of the tender procedure. On 31 January 2018 the President of UKE upheld its decision dated 4 August 2017. On 7 March 2018 Aero2 (currently Polkomtel Sp. z o.o.) filed a complaint with the Provincial Administrative Court in Warsaw, on 4 October 2018 complaint was dismissed. On 27 December 2018, Aero2 (currently Polkomtel Sp. z o.o.) filed a cassation appeal against judgment, which was dismissed by the Supreme Administrative Court on 25 November 2022.
The decision issued by UKE President does not affect reservation decisions issued following the administrative tender. Moreover, on 5 December 2022, Aero2 (currently Polkomtel Sp. z o.o.) obtained the decision of the President of UKE to grant a frequency reservation in the 1800 MHz range for the next period.
In the proceedings instigated by T-Mobile Polska S.A., the President of UKE resumed the proceedings which were terminated on 23 April 2009 by the issuance of a final decision by the President of UKE which sustained the decision of the President of UKE dated 30 November 2007 concerning the frequency reservation in the 1710-1730 MHz and 1805-1825 MHz range. Under these proceedings, in the decision dated 28 November 2017 the President of UKE refused, after resuming the proceedings, to annul the reservation decision of the President of UKE dated 23 April 2009. This decision was upheld by the decision of the President of UKE dated 4 June 2018. In connection with complaints filed against this decision, in the ruling of 11 March 2019 the Voivodship Administrative Court in Warsaw annulled the decision of the President of UKE dated 4 June 2018. On 10 October 2023, the Supreme Administrative Court overturned the contested judgment and referred the case to the Court of First Instance for reconsideration.
On 4 October 2018, T-Mobile Polska filed a complaint with the Voivodship Administrative Court in Warsaw against the announcement dated 5 September 2018 issued by the President of UKE in respect to the activities necessary to remove the breach constituting the reason for invalidating two frequency reservations (each including 48 duplex radio channels with a duplex spacing of 95 MHz each, ranges 1710-1730 MHz and 1805-1825 MHz). On 20 November 2018, Voivodship Administrative Court in Warsaw rejected the complaint of T-Mobile Polska S.A. On 4 July 2019, the Supreme Administrative Court annulled the decision of the Voivodship Administrative Court in Warsaw dated 20 November 2018, as a result of a cassation appeal filed by T-Mobile Polska S.A. On 18 August 2020, the announcement of the President of UKE dated 5 September 2018 was considered ineffective by the Voivodship Administrative Court in Warsaw. NSA annulled that judgment on 9 December 2021. The case was remanded for re-examination to Voivodship Administrative Court in Warsaw. On 25 October 2022, the Voivodship Administrative Court in Warsaw dismissed the complaint of T- Mobile Polska S.A. On 13 October 2023, the Supreme Administrative Court dismissed the cassation appeal of T-Mobile Polska S.A., as a result of which the proceedings were legally terminated.
The initiation by the European Commission of the procedure based on Art. 108 sec. 2 of the European Union Treaty
In the beginning of October 2020, Cyfrowy Polsat S.A. and Sferia S.A. (Sferia), a company owned by the Cyfrowy Polsat Group in 51% since 29 February 2016, received from the Ministry of Digital Affairs a copy of the European Commission’s decision dated 21 September 2020 regarding the initiation of the formal investigation procedure against the Republic of Poland concerning the alleged illegal state aid provided to Sferia. The alleged illegal state aid relates to granting in 2013 to Sferia the right to use a frequency block of 800 MHz range in place of the frequency 850 MHz range previously held by Sferia. According to the decision, the European Commission intends to investigate, whether the state aid was granted, and if so, whether it can be considered compatible with the internal market. On 4 February 2022,
136
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
the European Commission began consultations on this matter and Cyfrowy Polsat and Sferia submitted their comments. Both companies believe that no illegal state aid was granted.
Conclusion of annex to the preliminary share purchase agreement concerning PAK-Polska Czysta Energia Sp. z o.o. and the acquisition of shares in PAK-Polska Czysta Energia Sp. z o.o.
On 3 July 2023 Cyfrowy Polsat signed with ZE PAK S.A. (a related company) an annex to the preliminary agreement of 20 December 2021 regarding the Company's acquisition of shares in PAK-Polska Czysta Energia Sp. z o.o.
Pursuant to annex, Cyfrowy Polsat and ZE PAK S.A. agreed that the subject matter of the final agreement ("Final Agreement") will be 2,390,600 (not in millions) shares in PAK-Polska Czysta Energia Sp. z o.o. ("PAK-PCE Shares"), representing approximately 10.1% of the share capital of PAK-Polska Czysta Energia Sp. z o.o. and approximately 10.1% of votes at the shareholders' meeting of PAK-Polska Czysta Energia Sp. z o.o. ("Transaction").
In addition, the Company and ZE PAK S.A. have agreed that two companies from the PAK- Polska Czysta Energia Sp. z o.o. Group: Przedsiębiorstwo Remontowe "PAK Serwis" Sp. z o.o. and PCE-OZE 5 Sp. z o.o., will be transferred to ZE PAK S.A. before closing the Transaction and therefore will not be subject of Transaction.
On 3 July 2023 the Company concluded with ZE PAK S.A. the Final Agreement under which the Company acquired the PAK-PCE Shares from ZE PAK S.A. The final price for the PAK-PCE Shares amounted to PLN 117.0.
Following Transaction and taking into account the shares previously acquired and subscribed for by the Company in PAK-Polska Czysta Energia Sp. z o.o., Cyfrowy Polsat holds approximately 50.5% of the shares in the share capital of PAK-Polska Czysta Energia Sp. z o.o.
Acquisition of shares in Pantanomo Limited
On 3 July 2023 the Company and Tobe Investments Group Limited entered into a share purchase agreement, pursuant to which Cyfrowy Polsat acquired from Tobe Investments Group Limited 4,705 (not in millions) shares in Pantanomo Limited, representing approximately 32% of Pantanomo's share capital.
The purchase price for the Pantanomo Limited shares amounts to PLN 307.2 and will be paid by the Company in instalments, the first instalment in the amount of PLN 107.2 by 31 October 2023, the second instalment in the amount of PLN 100.0 by 30 April 2024, and the remaining part of the price in the amount of PLN 100.0 will be paid by 31 October 2024.
Acquisition of shares in 4FUN Sp. z o.o. and naEKRANIE.pl Sp. z o.o.
On 20 July 2023 Polsat Investments Ltd. (Company’s subsidiary) acquired 60% of shares in the share capital of naEKRANIE.pl Sp. z o.o. for the amount of PLN 11.1.
On 21 July 2023 Polsat Investments Ltd. (Company’s subsidiary) acquired 60% of shares in the share capital of 4FUN Sp. z o.o. for the amount of PLN 37.5.
Sale of shares in Centrum Szkolenia i Zarządzania Nieruchomościami Sp. z o.o.
On 2 August 2023 Polkomtel Sp. z o.o. sold 100% of shares in Centrum Szkolenia i Zarządzania Nieruchomościami Sp. z o.o. to Embud 2 Sp. z o.o. S.K.A. (a related company). Total purchase price was PLN 63.7. At the moment of the sale of shares, the main part of assets of Centrum Szkolenia i Zarządzania Nieruchomościami Sp. z o.o. was real estate whose value in the consolidated financial statements of the Group as at 30 June 2023 was presented in the item "Assets held for sale" in the amount of PLN 55.5.
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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Sale of shares in Asseco Poland S.A.
On 21 September 2023, as part of the share buyback announced by Asseco Poland S.A., the Company sold 10,642,046 (not in million) ordinary bearer shares of Asseco Poland S.A. The total proceeds from the sale of shares, reduced of transaction costs, amounted to PLN 850.5.
Conclusion of the agreement for the execution of wind farms "Drzeżewo I-IV”
On 2 October 2023, in connection with "Drzeżewo I-IV" wind power project, Eviva Drzeżewo Sp. z o.o., (Company’s subsidiary), entered into a turbine supply agreement with Vestas Poland Sp. z o.o. for the supply of turbines, their installation, commissioning and servicing. The turbines' availability will be guaranteed for 15 years from the date of commissioning.
Repurchase of 50% of shares in Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. and termination of the joint venture agreement concluded with HB Reavis Cz a.s. and conclusion of an agreement regarding Joint Venture
On 4 October 2023, Pantanomo Limited (Company’s subsidiary) acquired 50% of the shares in Port Praski City II Sp. z o.o. and Port Praski Medical Center Sp. z o.o. from HB Reavis Holding CZ a.s. The price for the shares was set at EUR 21.1.
On 4 October 2023, the Company's subsidiaries entered into an agreement confirming the expiry of the joint venture agreement (the "JV Agreement") which was entered into by Port Praski City II Sp. z o.o., Port Praski Medical Center Sp. z o.o. and Pantanomo Limited with HB Reavis Holding CZ a.s. on 21 July 2022. In addition to confirming the expiry of the JV Agreement, the parties also waived any mutual claims arising or which may arise in the future under the JV Agreement.
Strategic partnership between Google Cloud and the Group
On 26 October 2023, Google Cloud and the Group announced a strategic partnership, whereby the Group will accelerate its technological development and digital transformation through the use of Google Cloud solutions. The agreement defines the terms of co-operation, financial settlements as well as minimum contract obligations, resulting in Group’s future payment commitments.
Concluding financial PPA agreement
As part of the partnership with Google, on 25 October 2023, Farma Wiatrowa Przyrów Sp. z o.o. (Company’s subsidiary) entered into a so-called financial PPA (Power Purchase Agreement) agreement with Topaz Computing Sp. z o.o. regarding electricity generated by a wind farm in the Przyrów municipality. The financial PPA agreement was concluded for a period of 10 years and will be effective from the date of the commercial launch of the farm, which is planned for the second half of 2024.
Influence of the political and economic situation in Ukraine on the Group's operations and financial prospects
In the Management Board’s view, the Company and Group’s core business is relatively resistant to the adverse impact of the political and economic situation in Ukraine. More information is presented in note 5.1 in the Management Report for 2023.
51.Events subsequent to the reporting date
Early redemption of Series B and C Bonds
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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
On 17 January 2024 the Managament Board has decided to carry out an early redemption (”Early Redemtpion”) of all bonds outsanding:
• PLN 223,798 (not in millions) Series B bearer bonds with a total nominal value of PLN 223.8 issued by the company on 26 April 2019 with redemption date set for 24 April 2026 and
• PLN 88,053 (not in millions) Series C bearer bonds with a total nominal value of PLN 88.1 issued by the company on 14 February 2020 with redemption date set for 12 February 2027.
Early redemption was executed by the Company on 5 February 2024 by payments:
• for each series B bond, the cash amount at its nominal value, i.e. PLN 1,000 (not in millions), plus accrued interest of PLN 20.46 (not in millions) and
• for each series C bond, the cash amount at its nominal value, i.e. PLN 1,000 (not in millions), plus accrued interest of PLN 39.41 (not in millions) and bonus for Early Redemption in amount of PLN 5.00 (not in millions).
In connection with the Early Redemption, all Series B bonds and Series C bonds were cancelled.
Sale of intangible assets
On 25 January 2024, Polkomtel entered into a sale agreement regarding the sale of intangible assets, consisting of a portion of its Internet Protocol version 4 (IPv4) communications protocol address package, to an unrelated party for a total consideration of USD 56.1. The transaction took place as part of and as a result of an ongoing asset review process, and the intangible assets divested were non-strategic assets.
The agreed schedule provides for the completion of the above transaction and payment in three tranches. The first payment instalment of PLN 164.0, net of transaction costs, was recognised under 'Other operating income' in the consolidated income statement for the first quarter of 2024.
Sale of shares in Muzo.fm Sp. z o.o.
On 27 March 2024 Telewizja Polsat Sp. z o.o. sold 100% of shares in Muzo.fm Sp. z o.o. The total sale price amounted to PLN 0.4.
52. Other disclosures
Other securities
The Company provided guarantees to its subsidiaries and other related parties in respect to purchase contracts. Additionally, Group’s entities also have bank guarantees in respect to purchase contracts as well as payments.
In connection with the implementation of investment projects in the green energy segment by its subsidiaries, the Company provided guarantees of a significant value for the execution of contracts for the implementation of individual wind farm projects, in particular contracts for the supply and installation of wind turbines concluded with Vestas Poland S.A. and Nordex Poland S.A. As at 31 December 2023, the total value of guarantees and warranties provided to the above companies for wind farm projects amounted to EUR 328.3, with maturity dates ranging from 2024 to 2026. The financial terms of the guarantees or sureties granted do not deviate from market conditions.
139
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
In addition, the Company issued corporate guarantees and warranties in EUR and USD, which guarantee the trade payables of its subsidiary Polkomtel Sp. z o.o. to its suppliers. As at 31 December 2023, the total value of granted guarantees, converted into PLN at the exchange rate as of the balance sheet date, amounted to PLN 217.4. The guarantees expire between 2024 and 2026. The financial terms of the granted guarantees and warranties do not differ from market terms.
Commitments to purchase programming assets
As at 31 December 2023 the Group had outstanding contractual commitments in relation to purchases of programming assets. The table below presents a maturity analysis for such commitments:
31 December 2023
31 December 2022
within one year
225.4
251.6
between 1 to 5 years
287.3
258.1
more than 5 years
162.8
13.3
Total
675.5
523.0
The table below presents commitments to purchase programming assets from related parties not included in the consolidated financial statements:
31 December 2023
31 December 2022
within one year
15.8
20.0
Total
15.8
20.0
Contractual liabilities related to purchases of non-current assets
Total amount of contractual liabilities resulting from agreements on the production and purchasing of property, plant and equipment was PLN 1,383.0 as at 31 December 2023 (PLN 138.2 as at 31 December 2022). The increase in the amount in 2023 is due to the implementation of "Green Energy" projects and includes the purchase of wind turbines.
Total amount of contractual liabilities resulting from agreements for the purchases of intangible assets was PLN 78.4 as at 31 December 2023 (PLN 73.4 as at 31 December 2022).
Future contractual obligations
As at 31 December 2023 and 31 December 2022 the Group had future liabilities due for transponder capacity agreements.
The table below presents future payments (total):
31 December 2023
31 December 2022
within one year
116.1
125.3
between 1 to 5 years
116.1
250.5
Total
232.2
375.8
53.Judgments, financial estimates and assumptions
The preparation of consolidated financial statements in conformity with IFRS EU requires the Management Board to make judgments, estimates and assumptions that affect the application
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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The most significant estimates and assumptions made primarily related to the following:
•Classification of lease agreements
For contracts in which the Group acts as a lessor, the Group classifies leasing agreements as operating or financial based on the assessment as to what extent the risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The assessment is based on the economical substance of each transaction. The Group concludes agreements for the rental of reception equipment (set-top boxes, modems and routers) to its customers in the course of its business operations. These lease agreements are classified as operating leases as the Group holds substantially all the risks and rewards incidental to ownership of the reception equipment.
The Group entered into leases of office and other premises which are classified as operating leases. For more information see note 36.
• Lease term
For agreements which meet the lease definition, the Group determines the lease term as the non-cancellable period of a lease, together with both: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. While determining the lease term the Group considers all relevant facts and circumstances, which could indicate that the Group will exercise the option to extend the lease. Lessee shall reassess an extension option, upon the occurrence of either a significant event or a significant change in the circumstances that are within control of the lessee. In terms of contracts with an indefinite period, the lease term is determined based on a professional judgment regarding the contract term. Contracts with indefinite periods for which the Group estimates reasonable certain lease terms include mainly the following:
- premises for technical infrastructure – estimated lease term is 2-10 years,
- dark fibers – estimated lease term is 2-10 years,
- points of sale premises – estimated lease term is 2 years,
- premises for wind farms – estimated lease term is 30 years.
• Discount rate used by the lessee
Discount rate is understood as the interest rate implicit in the lease (if that rate can be readily determined) or the incremental borrowing rate of the Group, determined as the cost of interest on the loan, which the Group would have to incur when taking a loan to purchase a given asset with adequate security. The incremental borrowing rate can be defined as the sum of the risk free rate and the Group’s credit risk premium. Discount rates applied by the Group take into account the maturity and the currency of lease contracts.
•Depreciation rates of property, plant and equipment, investment property and intangible assets with definite useful lives
Depreciation rates are based on the expected economic useful lives of property, plant and equipment (including reception equipment provided to customers under lease agreements),
141
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
investment property and intangible assets (including customer relationships and Plus, Netia, Interia and Premium Mobile brands). The expected economic useful lives are reviewed on an annual basis based on the experience of the entity.
The process of verification also accounts for climatic factors, including physical and transition risks. In particular, the Group defines whether the climate-related legislation and regulations can potentially have impact on the useful life of assets, e.g. by introducing bans, restrictions, or by imposing additional requirements, e.g. such as energy performance with regard to the Group’s buildings.
The economic useful lives of the set-top boxes rented to customers under operating lease agreements are estimated for 5 years, modems and routers 3 years. For information on the useful lives of property, plant and equipment, investment property and other intangible assets with definite useful lives see notes 6j and 6k. For information on the depreciation charge for the period by the category of property, plant and equipment and intangible assets with definite useful lives see notes 16, 20 and 23.
• Economic useful lives and amortization method of programming assets
Economic useful life of programming assets is based on the shorter of the expected consumption of future economic benefits from the underlying asset and the license period. Amortisation method of programming assets reflects how these economic benefits are consumed. The estimation of the useful life and the amortization method requires assessment of the timing during which the Group is expecting to obtain the income from the acquired programming assets and the percentage apportionment of this income in the given period. For more information about the amortization method and amortization charge for the period by programming assets’ category see notes 6l and 22.
• Definite useful life of Polsat, TV4, TV6 and Polo TV brands
The Group has reviewed whether relevant factors continue to indicate indefinite useful life of Polsat, TV4, TV6 and Polo TV brands recognised in 2011-2017 on the acquisition of Telewizja Polsat S.A., Polskie Media S.A. and Lemon Records Sp. z o.o.
The Group has reviewed the following factors which are essential for estimating the economic useful life of the Polsat, TV4, TV6 and Polo TV brands:
- the expected usage of the asset by the entity and whether the asset could be managed more efficiently,
- technical, technological, commercial or other types of obsolescence,
- the stability of the industry in which the asset operates and changes in the market demand for media services,
- expected actions by competitors or potential competitors,
- the level of maintenance expenditure required to obtain the expected future economic benefits from the asset,
- whether the useful life of the asset is dependent on the useful life of other asset of the entity.
Having analyzed the above factors, the Group has concluded that there is foreseeable limit to the period over which the Polsat, TV4, TV6 and Polo TV (Lemon Records) brands are expected to generate net cash inflows for the Group and thus the definite useful life was assumed since 2023. This means that the above brands are subject to amortization for a period of 20 years.
As at the balance sheet date the Management states there are no plans to cease using or significantly modify Polsat, TV4, TV6 or Polo TV (Lemon Records) brands. The value assigned to the brands relate to the name “Polsat”, "TV4", “TV6” and “Polo TV” respectively and the
142
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
related logotypes both of which are reserved trademarks. In case the Group decides about discontinuance of use or significant modification of the name or logotype the Management would assess whether there are indications of impairment of the Polsat, TV4, TV6 and Polo TV brands.
•Fair value of assets and liabilities of Enterpol Sp. z o.o., Oktawave S.A., Antyweb Sp. z o.o. and Specialist Sales and Customer Service Points
The Group identified assets and liabilities and estimated their fair value under the purchase price allocation process relating to the acquisition of Enterpol Sp. z o.o., Oktawave S.A., Antyweb Sp. z o.o. and Specialist Sales and Customer Service Points. For more information see note 40.
• Provisional fair value of assets and liabilities of PAK-PCE Group, naEkranie.pl Sp. z o.o. and 4Fun Sp. z o.o.
The Group identified assets and liabilities and initially estimated their fair value under the purchase price allocation process relating to the acquisition of PAK-PCE Group, naEkranie.pl Sp. z o.o. and 4Fun Sp. z o.o.. For more information see note 40.
•The impairment of goodwill
The Group performed impairment test of a goodwill. The impairment test was based on the value-in-use calculations of the cash-generating unit to which the goodwill and brands have been allocated on the initial recognition. Goodwill has been allocated to the following cash- generating units, which also represent the Group's business segments:
- “B2C and B2B services” - goodwill recognized on the acquisition of M.Punkt Holdings Ltd., goodwill recognized on the acquisition of INFO-TV-FM Sp. z o.o., the goodwill recognized on the acquisition of entities comprising the IPLA platform, the goodwill recognized on the acquisition of Metelem Holding Company Ltd., the goodwill recognized on the acquisition of Orsen Holding Ltd., the goodwill recognized on the acquisition of Litenite Ltd., the goodwill recognized on the acquisition of IT Polpager S.A., the goodwill recognized on the acquisition of 65.98% shares of Netia S.A., the goodwill recognized on the acquisition of Coltex ST Sp. z o.o., the goodwill recognized on the acquisition of Netshare Media Group Sp. z o.o., the goodwill recognized on the acquisition of 51.22% shares of TVO Sp. z o.o., the goodwill recognized on the acquisition of ISTS Sp. z o.o., the goodwill recognized on the acquisition of 51.25% shares of Esoleo Sp. z o.o., the goodwill recognized on the acquisition of IST Sp. z o.o., the goodwill recognized on the acquisition of data center in the form of an organised part of the enterprise, the goodwill recognized on the acquisition of 70.02% shares of BCAST Sp. z o.o., the goodwill recognized on the acquisition of Premium Mobile Sp. z o.o., the goodwill recognized on the acquisition of Logitus Sp. z o.o., the goodwill recognized on the acquisition of CKS Ossa Sp. z o.o., the goodwill recognized on the acquisition of Ossa Medical Center Sp. z o.o., the goodwill recognized on the acquisition of Stork 5 Sp. z o.o., the goodwill recognized on the acquisition of Vindix S.A., the goodwill recognized on the acquisition of Enterpol Sp. z o.o. and the goodwill recognized on the acquisition of Oktawave S.A.
- “Media: television and online” - goodwill recognized on the acquisition of Telewizja Polsat S.A., goodwill of TV4 and TV6 recognized on the acquisition of Polskie Media S.A., goodwill recognized on the acquisition of Radio PIN S.A., goodwill recognized on the acquisition of ESKA TV S.A., goodwill recognized on the acquisition of Lemon Records Sp. z o.o., the goodwill recognized on the acquisition 99,99% share of Eleven Sports Network Sp. z o.o., the goodwill recognized on the acquisition of Superstacja Sp. z o.o., the goodwill recognized on the acquisition of TV Spektrum Sp. z o.o., the goodwill recognized on the acquisition of 60% shares of Polot Media Sp. z o.o. and Polot Media Sp. z o.o. Sp. k, goodwill arising from the acquisition of 70% of shares in Antyweb Sp. z o.o., goodwill arising from the acquisition of 60% of shares in naEKRANIE.pl Sp. z o.o. as well as the goodwill recognized on the acquisition of 60% shares of 4FUN Sp. z o.o.
143
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
- “Real Estate” - goodwill recognized on the acquisition of 66.94% shares of Port Praski Sp. z o.o.
- "Green energy" - goodwill recognized as a result of the acquisition of a total of 50.51% of shares in PAK-Polska Czysta Energia Sp. z o.o.,
The value-in-use calculations included estimation of discounted cash flows for the given cash-generating unit and the relevant discount rate. The value of goodwill tested at each cash-generating unit, the key assumptions used in the value-in-used calculations for each cash-generating unit, impairment test results and sensitivity analysis of reasonably possible changes in the key assumptions are presented in note 19.
•The impairment of non-financial non-current assets
The Group analyzed whether, as of the balance sheet date, there were indications of potential impairment of fixed assets, intangible assets or rights to use with a definite useful life and recognized an impairment loss for fixed assets in the amount of the difference between the recoverable amount and the carrying amount.
It is also climatic factors, such as climate-related legislation, that can affect the residual value of fixed assets. Additionally, extreme weather such as thunderstorms, torrential rains or hurricanes may lead to shutdowns or even cause physical damage to the wind farms. Similar damage can be potentially caused to photovoltaic farms as well as to the telecommunication infrastructure (e.g. BTS base stations) and to the transmission infrastructure. At the same time these assets are designed and constructed in a way which minimizes such threats. Extreme weather conditions can also cause damage to the broadcasting infrastructure, the antenna dishes in particular. Nonetheless these antennas are designed and built in a way to allow the antenna dishes to withstand hurricane-force winds. Hence even hurricanes, which have become more frequent in Poland, should not cause damage to antenna dishes.
At the same time, weather phenomena, which are accompanied by heavy clouds which accumulate big volumes of water, can interfere with satellite signal transmission. Bearing such threats in mind, two redundant transmission centers were built – in Warsaw and in Radom. If weather conditions are unfavorable in one location, the other one will seamlessly take over. The solution can also help continue trouble-free operations in case of other problems (e.g. persisting power outages).
The amounts of depreciation and amortization charges are presented in notes 16, 20 and 21. As of 31 December 2023 no reasons existed which could lead to impairment of fixed assets due to climate-related factors.
•Impairment of receivables
The value of receivables is updated taking into account the expected credit losses for trade receivables and contract assets in the amount corresponding to the expected credit losses throughout the life of the instrument. The amount of expected losses is calculated on the basis of historical data regarding the repayment of receivables and the effectiveness of debt collection, taking into account current expectations regarding the future values of these parameters. For more information see notes 6n, 29 and 42.
•Impairment of inventories
The Group provides impairment for slow-moving or obsolete inventories based on inventory turnover ratios and current marketing plans. The purchase cost or production cost is determined based on weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses. For more information see notes 6m and 28.
•Provisions for pending litigation
During the normal course of its operations the Group participates in several court proceedings, usually typical and repeatable and which, on an individual basis, are not material for the
144
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Group, its financial standing and operations. The provisions are estimated based on the court documentation and the expertise of the Group’s lawyers who participate in the current litigations and who estimate Group’s possible future obligations taking the progress of litigation proceedings into account. The Group also recognizes provisions for potential unreported claims resulting from past events, should the Management Board find that the resulting outflow of economic benefits is likely. Provisions regarding probable claims are recognized as a result of Management Board’s estimates based on accessible information regarding market rates for similar claims. Management believes that the provisions as at 31 December 2023 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Group’s financial situation.
•Deferred tax
Deferred taxes are recognised for all temporary differences, as well as for unused tax losses. The key assumption in relation to deferred tax accounting is the assessment of the expected timing and manner of realization or settlement of the carrying amounts of assets and liabilities held at the reporting date. In particular, assessment is required of whether it is probable that there will be suitable future taxable profits against which any deductible temporary differences can be utilized. At the end of the reporting period unrecognised deferred tax assets are re-assessed. A previously unrecognised deferred tax asset is recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. For further details refer to note 6w and 13.
•Fair value of financial instruments
Fair value of financial instruments for which there is no active market is estimated using appropriate techniques of measurements. The techniques are chosen based on the professional judgment. For more information about the method of establishing the fair value of financial instruments and key assumption made see note 6h.
•Loan liabilities measured at amortised cost
The Cyfrowy Polsat Term Facility, the Polkomtel Term Facility, the Cyfrowy Polsat Revolving Facility and the Polkomtel Revolving Facility bear interest at a variable rate equal to WIBOR for the relevant interest period plus margin. The margin on the Cyfrowy Polsat Term Facility, the Polkomtel Term Facility, the Cyfrowy Polsat Revolving Facility and the Polkomtel Revolving Facility depends on the ratio of net consolidated indebtedness to consolidated EBITDA, as well as on the achievement by the Group of certain targets with respect to green energy production and zero-carbon energy consumption by certain Group entities. Accordingly, the Company’s management classifies loan liabilities as variable rate instruments.
•Valuation of Financial PPA contracts
Financial PPAs are valued at fair value through profit or loss. The fair value of financial PPAs for which there is no active market is determined using appropriate valuation techniques. The Company uses judgment in selecting appropriate assumptions. The valuation model takes into account: (i) technical data from market reports on the seasonality of renewable energy production, (ii) market prices based on futures contracts on POLPX with maturities of up to 2 years, (iii) expert energy price paths for periods of more than 2 years available from an external party, (iv) inflation forecasts published by the National Bank of Poland, (v) a discount rate based on the market interest rate curve adjusted for counterparty credit risk.
•Presentation of Asseco Poland S.A. shares
Asseco Poland S.A. shares are presented as long-term assets due to the fact that they are not regarded as held for sale.
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Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
•Presentation of the result from disposal of shares in associates accounted for using the equity method
Management Board considered facts and circumstances related to investments accounted for using the equity method. In Management Board’s opinion, disposal of the shares in associates does not have any characteristics of an one-off transaction. Consequently, the result of this transaction is presented as operational activity.
•Put options to purchase the remaining shares
The Management Board assessed that, in cases where put options for non-controlling shares of subsidiaries were granted, there was no transfer of ownership of the remaining shares at the moment of taking control over the companies. Therefore, a put option liability was recognized.
•Climate issues and impact on the financial statements
Being aware of the importance and the scale of climatic changes, while using various scenarios the Group carried out the analysis of the climate-related risks affecting its own operations, as well as the operations of the Company’s capital group as a whole. The analysis led to identification of climate change-related physical risks and transition risks in the respective areas of the Group’s operations, while also identifying the sources of actual and potential greenhouse gas emissions. The approach applied in the analysis is consistent with TCFD recommendations (Recommendations of the Task Force on Climate related Financial Disclosures, TCFD, June 2017), i.e. with the logic of climatic risk analysis at the qualitative level presented by TCFD (including in the scope related to division into physical and transition risks, as well as in the scope of their further categorization and description).
The full analysis of climate-related risk factors, including analysis of climate-development scenarios and the climate resilience of the business models used in respective segments of the Group’s operations, is found in the Sustainability Report of Polsat Plus Group for 2023.
Wherever necessary, the Group has included the climate-related issues in its estimates and assumptions. The assessment includes a wide scope of potential impacts on the Group, both in terms of physical and transition risks.
146
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Financial results for the 3 months ended 31 December 2023 and 31 December 2022
54. Consolidated Income Statement
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Continuing operations
Revenue
3,681.5
3,429.6
Operating costs
(3,486.7)
(3,073.4)
Gain on disposal of a subsidiary and an associate
(0.4)
39.8
Other operating income/(costs), net
(22.2)
(0.8)
Profit from operating activities
172.2
395.2
Gain/(loss) on investment activities, net
80.7
29.0
Finance costs, net
(126.5)
(233.1)
Share of the profit/(loss) of associates accounted for using the equity method
-
31.8
Gross profit for the period
126.4
222.9
Income tax
3.9
(48.4)
Net profit for the period
130.3
174.5
Net profit attributable to equity holders of the Parent
100.5
159.5
Net profit attributable to non-controlling interest
29.8
15.0
Basic and diluted earnings per share (in PLN)
0.24
0.32
55. Consolidated Statement of Comprehensive Income
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Net profit for the period
130.3
174.5
Items that may not be reclassified subsequently to profit or loss :
Actuarial (loss)/gain
(2.6)
2.9
Items that may be reclassified subsequently to profit or loss :
Valuation of hedging instruments
1.1
(13.0)
Share of other comprehensive income of subsidiaries and associates
(2.7)
(6.2)
Other comprehensive income/(loss), net of tax
(4.2)
(16.3)
Total comprehensive income for the period
126.1
158.2
Total comprehensive income attributable to equity holders of the Parent
98.6
143.6
Total comprehensive income attributable to non- controlling interest
27.5
14.6
147
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
56. Revenue
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Retail revenue
1,763.7
1,750.8
Wholesale revenue
929.3
997.9
Sale of equipment
506.7
545.4
Sale of energy
285.6
-
Other revenue
196.2
135.5
Total
3,681.5
3,429.6
57. Operating costs
for the 3 months ended
Note
31 December 2023 unaudited
31 December 2022 unaudited
Technical costs and cost of settlements with telecommunication operators
862.1
830.8
Depreciation, amortization, impairment and liquidation
494.2
463.1
Cost of equipment sold
415.2
429.5
Content costs
565.6
555.5
Cost of energy sold, including:
268.2
-
Depreciation
9.3
-
Distribution, marketing, customer relation management and retention costs
277.4
271.1
Salaries and employee-related costs
a)
335.6
300.0
Cost of debt collection services, bad debt allowance and receivables written off
26.2
25.1
Other costs, including:
242.2
198.3
Depreciation
1.0
-
Total
3,486.7
3,073.4
a) Salaries and employee-related costs
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Salaries
278.5
254.0
Social security contributions
38.6
34.5
Other employee-related costs
18.5
11.5
Total
335.6
300.0
148
Cyfrowy Polsat S.A. Capital Group
Consolidated Financial Statements for the year ended 31 December 2023
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
58. Gain/(loss) on investment activities, net
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Interest on lease liabilities
(8.3)
(5.2)
Interest on loans granted
2.6
13.5
Interest, net
32.9
11.1
Other foreign exchange gains/(losses), net
(40.2)
16.1
Revaluation of previously held shares of PAK-PCE
151.3
-
Valuation of pre-existing relationships in connection with the acquisition of PAK-PCE
(83.9)
-
Other income/(costs)
26.3
(6.5)
Total
80.7
29.0
59. Finance costs, net
for the 3 months ended
31 December 2023 unaudited
31 December 2022 unaudited
Interest expense on loans and borrowings
185.0
181.4
Interest expense on issued bonds
97.6
44.6
Exchange rate differences from loan valuation
(145.7)
-
Valuation and realization of hedging instruments
(0.6)
(8.3)
Valuation and realization of derivatives not used in hedge accounting – relating to interest
(12.8)
13.9
Guarantee fess, bank and other charges
3.0
1.5
Total
126.5
233.1