Quarterly Report • Oct 25, 2021
Quarterly Report
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☐ - adjusted
(according to par. 60 s. 2 and par. 62 s. 1 of the Decree on current and periodic information) for the issuers in sectors of production, construction, trade or services (type of issuer)
for the third quarter of 2021, i.e. from 1 January 2021 to 30 September 2021
including condensed consolidated financial statements prepared under: International Financial Reporting Standards in currency: PLN
and condensed separate financial statements prepared under: International Financial Reporting Standards in currency: PLN
date of issuance: 25 October 2021
| (full name of issuer) | |||
|---|---|---|---|
| ORANGEPL | Telecommunication (tel) | ||
| (abbreviated name of the issuer) | (classification according to WSE/sector) | ||
| 02-326 | Warsaw | ||
| (post code) | (location) | ||
| Al. Jerozolimskie | 160 | ||
| (street) | (number) | ||
| 22 527 23 23 | 22 527 23 41 | ||
| (telephone) | (fax) | ||
| [email protected] | www.orange.pl | ||
| (e-mail) | (www) | ||
| 526-02-50-995 | 012100784 | ||
| (NIP) | (REGON) |
Polish Financial Supervision Authority
| PLN '000 | EUR '000 | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 3 quarter cumulative | 3 quarter cumulative | 3 quarter cumulative | 3 quarter cumulative | |
| period from 01/01/2021 period from 01/01/2020 period from 01/01/2021 period from 01/01/2020 | |||||
| to 30/09/2021 | to 30/09/2020 | to 30/09/2021 | to 30/09/2020 | ||
| condensed consolidated financial statements data | |||||
| I. Revenue | 8,757,000 | 8,425,000 | 1,921,027 | 1,896,668 | |
| II. Operating income | 2,196,000 | 347,000 | 481,737 | 78,118 | |
| III. Profit before income tax | 1,999,000 | 83,000 | 438,521 | 18,685 | |
| IV. Net income | 1,741,000 | 67,000 | 381,924 | 15,083 | |
| V. Net income attributable to owners of Orange Polska S.A. | 1,741,000 | 67,000 | 381,924 | 15,083 | |
| VI. Earnings per share (in PLN/EUR) | 1.33 | 0.05 | 0.29 | 0.01 | |
| VII. Weighted average number of shares (in millions) | 1,312 | 1,312 | 1,312 | 1,312 | |
| VIII. Total comprehensive income | 1,845,000 | 22,000 | 404,738 | 4,953 | |
| IX. Total comprehensive income attributable to owners | |||||
| of Orange Polska S.A. | 1,845,000 | 22,000 | 404,738 | 4,953 | |
| X. Net cash provided by operating activities | 2,554,000 | 2,256,000 | 560,272 | 507,879 | |
| XI. Net cash used in investing activities | (973,000) | (1,612,000) | (213,448) | (362,900) | |
| XII. Net cash used in financing activities | (1,275,000) | (729,000) | (279,697) | (164,115) | |
| XIII. Net change in cash and cash equivalents | 306,000 | (85,000) | 67,127 | (19,136) | |
| balance as at | balance as at | balance as at | balance as at | ||
| 30/09/2021 | 31/12/2020 | 30/09/2021 | 31/12/2020 | ||
| XIV. Total current assets | 3,937,000 | 3,363,000 | 849,792 | 728,742 | |
| XV. Total non-current assets | 21,464,000 | 20,937,000 | 4,632,951 | 4,536,925 | |
| XVI. Total assets | 25,401,000 | 24,300,000 | 5,482,743 | 5,265,667 | |
| XVII. Total current liabilities | 4,048,000 | 7,637,000 | 873,751 | 1,654,893 | |
| XVIII. Total non-current liabilities | 8,920,000 | 6,064,000 | 1,925,360 | 1,314,033 | |
| XIX. Total equity | 12,433,000 | 10,599,000 | 2,683,632 | 2,296,741 | |
| XX. Equity attributable to owners of Orange Polska S.A. | 12,431,000 | 10,597,000 | 2,683,201 | 2,296,308 | |
| XXI. Share capital | 3,937,000 | 3,937,000 | 849,792 | 853,125 | |
| condensed separate financial statements data | |||||
| 3 quarter cumulative | 3 quarter cumulative | 3 quarter cumulative | 3 quarter cumulative | ||
| period from 01/01/2021 period from 01/01/2020 period from 01/01/2021 period from 01/01/2020 | |||||
| to 30/09/2021 | to 30/09/2020 | to 30/09/2021 | to 30/09/2020 | ||
| I. Revenue | 7,881,000 | 7,758,000 | 1,728,858 | 1,746,511 | |
| II. Operating income | 1,389,000 | 326,000 | 304,705 | 73,390 | |
| III. Profit before income tax | 1,218,000 | 80,000 | 267,193 | 18,010 | |
| IV. Net income | 986,000 | 67,000 | 216,299 | 15,083 | |
| V. Earnings per share (in PLN/EUR) | 0.75 | 0.05 | 0.16 | 0.01 | |
| VI. Weighted average number of shares (in millions) | 1,312 | 1,312 | 1,312 | 1,312 | |
| VII. Total comprehensive income | 1,090,000 | 22,000 | 239,114 | 4,953 | |
| VIII. Net cash provided by operating activities | 2,505,000 | 2,263,000 | 549,523 | 509,455 | |
| IX. Net cash used in investing activities | (939,000) | (1,648,000) | (205,989) | (371,004) | |
| X. Net cash used in financing activities | (1,272,000) | (696,000) | (279,039) | (156,686) | |
| XI. Net change in cash and cash equivalents | 294,000 | (81,000) | 64,495 | (18,235) | |
| balance as at 30/09/2021 |
balance as at 31/12/2020 |
balance as at 30/09/2021 |
balance as at 31/12/2020 |
||
| XII. Total current assets | 3,479,000 | 2,991,000 | 750,933 | 648,132 | |
| XIII. Total non-current assets | 20,706,000 | 20,913,000 | 4,469,339 | 4,531,724 | |
| XIV. Total assets | 24,185,000 | 23,904,000 | 5,220,272 | 5,179,856 | |
| XV. Total current liabilities | 3,765,000 | 7,399,000 | 812,666 | 1,603,320 | |
| XVI. Total non-current liabilities | 8,808,000 | 5,972,000 | 1,901,185 | 1,294,097 | |
| XVII. Total equity | 11,612,000 | 10,533,000 | 2,506,421 | 2,282,439 | |
| XVIII. Share capital | 3,937,000 | 3,937,000 | 849,792 | 853,125 |

| CONSOLIDATED INCOME STATEMENT | 3 | |
|---|---|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 3 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 4 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 5 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 6 | |
| 1. | The Orange Polska Group | 7 |
| 2. | Segment information and performance measures | 7 |
| 3. | Statement of compliance and basis of preparation | 9 |
| 4. | Statement of accounting policies | 9 |
| 5. | Revenue | 10 |
| 6. | Impairment test | 11 |
| 7. | Explanatory comments about the seasonality or cyclicality of interim Group operations | 11 |
| 8. | Items affecting assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidence |
12 |
| 9. | Net financial debt | 14 |
| 10. | Fair value of financial instruments | 14 |
| 11. | Dividend | 15 |
| 12. | Changes in major litigation and claims, contingent liabilities and contingent assets since the end of the last annual reporting period |
15 |
| 13. | Related party transactions | 16 |
| 14. | Subsequent events | 17 |
Translation of the financial statements originally issued in Polish
| (in PLN millions, except for earnings per share) | Note | 3 months 9 months ended 30 September 2021 |
3 months 9 months ended 30 September 2020 |
||
|---|---|---|---|---|---|
| Revenue | 5 | 2,885 | 8,757 | 2,793 | 8,425 |
| External purchases | (1,562) | (4,857) | (1,537) | (4,684) | |
| Labour expense | (322) | (1,044) | (324) | (1,018) | |
| Other operating expense | (147) | (378) | (89) | (293) | |
| Other operating income | 93 | 219 | 59 | 198 | |
| Impairment of receivables and contract assets | (16) | (62) | (30) | (116) | |
| Gain on the loss of control of Światłowód Inwestycje | 8 | 1,543 | 1,543 | - | - |
| Gains on disposal of other assets | 37 | 24 | 6 | 21 | |
| Depreciation and impairment of right-of-use assets | (119) | (352) | (110) | (324) | |
| Depreciation, amortisation and impairment of property, plant | |||||
| and equipment and intangible assets | 8 | (546) | (1,664) | (618) | (1,862) |
| Share of profit of joint venture | 10 | 10 | - | - | |
| Operating income | 1,856 | 2,196 | 150 | 347 | |
| Interest income | 11 | 26 | 8 | 25 | |
| Interest expense on lease liabilities | (13) | (40) | (15) | (47) | |
| Other interest expense and financial charges | (53) | (150) | (51) | (164) | |
| Discounting expense | (15) | (35) | (11) | (34) | |
| Foreign exchange gains/(losses) | (16) | 2 | (14) | (44) | |
| Finance costs, net | (86) | (197) | (83) | (264) | |
| Income tax | 8 | (184) | (258) | (14) | (16) |
| Net income | 1,586 | 1,741 | 53 | 67 | |
| Net income attributable to owners of Orange Polska S.A. Net income attributable to non-controlling interests |
1,586 - |
1,741 - |
53 - |
67 - |
|
| Earnings per share (in PLN) | 1.21 | 1.33 | 0.04 | 0.05 | |
| Weighted average number of shares (in millions) | 1,312 | 1,312 | 1,312 | 1,312 |
| (in PLN millions) | 3 months ended 30 September 2021 |
9 months | 3 months 9 months ended 30 September 2020 |
|
|---|---|---|---|---|
| Net income | 1,586 | 1,741 | 53 | 67 |
| Items that will not be reclassified to profit or loss | ||||
| Actuarial losses on post-employment benefits | (1) | (1) | (2) | (6) |
| Income tax relating to items not to be reclassified | - | - | - | 1 |
| Items that may be reclassified subsequently to profit or loss | ||||
| Gains/(losses) on cash flow hedges | 47 | 130 | 33 | (53) |
| Income tax relating to items that may be reclassified | (9) | (25) | (5) | 13 |
| Other comprehensive income/(loss), net of tax | 37 | 104 | 26 | (45) |
| Total comprehensive income | 1,623 | 1,845 | 79 | 22 |
| Total comprehensive income attributable to owners of Orange Polska S.A. | 1,623 | 1,845 | 79 | 22 |
| Total comprehensive income attributable to non-controlling interests | - | - | - | - |
Orange Polska Group Condensed IFRS Quarterly Consolidated Financial Statements – 30 September 2021 Translation of the financial statements originally issued in Polish
| (in PLN millions) | At 30 September | At 31 December | |
|---|---|---|---|
| Note | 2021 | 2020 | |
| ASSETS | |||
| Goodwill | 2,285 | 2,285 | |
| Other intangible assets Property, plant and equipment |
3,965 9,506 |
4,184 10,301 |
|
| Right-of-use assets | 2,850 | 2,768 | |
| Investment in joint venture | 8 | 1,313 | - |
| Trade receivables | 10 | 311 | 382 |
| Contract assets | 74 | 70 | |
| Contract costs | 116 | 106 | |
| Derivatives | 9,10 | 48 | - |
| Other assets | 8 | 448 | 41 |
| Deferred tax assets | 8 | 548 | 800 |
| Total non-current assets | 21,464 | 20,937 | |
| Inventories | 238 | 230 | |
| Trade receivables | 10 | 1,780 | 1,850 |
| Contract assets | 74 | 87 | |
| Contract costs | 378 | 368 | |
| Loan to related party Derivatives |
8 9,10 |
158 15 |
- 147 |
| Income tax receivables | 8 | 112 | - |
| Other assets | 424 | 240 | |
| Prepaid expenses | 94 | 83 | |
| Cash and cash equivalents | 664 | 358 | |
| Total current assets | 3,937 | 3,363 | |
| TOTAL ASSETS | 25,401 | 24,300 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 3,937 | 3,937 | |
| Share premium | 832 | 832 | |
| Other reserves | (31) | (123) | |
| Retained earnings | 7,693 | 5,951 | |
| Equity attributable to owners of Orange Polska S.A. | 12,431 | 10,597 | |
| Non-controlling interests | 2 | 2 | |
| Total equity | 12,433 | 10,599 | |
| Trade payables | 10 | 103 | 242 |
| Lease liabilities | 2,281 | 2,216 | |
| Loans from related party | 9,10 | 4,937 | 2,406 |
| Other financial liabilities at amortised cost | 9 | 11 | 2 |
| Derivatives | 9,10 | 27 | 100 |
| Provisions | 12 | 552 | 657 |
| Contract liabilities | 8 | 921 | 338 |
| Employee benefits | 64 | 53 | |
| Other liabilities | 24 | 50 | |
| Total non-current liabilities | 8,920 | 6,064 | |
| Trade payables | 10 | 2,074 | 2,236 |
| Lease liabilities | 502 | 488 | |
| Loans from related party Other financial liabilities at amortised cost |
9,10 9 |
2 39 |
3,584 19 |
| Derivatives | 9,10 | 5 | 32 |
| Provisions | 12 | 201 | 254 |
| Contract liabilities | 8 | 658 | 476 |
| Employee benefits | 167 | 204 | |
| Income tax liabilities | - | 18 | |
| Other liabilities | 400 | 326 | |
| Total current liabilities | 4,048 | 7,637 | |
| TOTAL EQUITY AND LIABILITIES | 25,401 | 24,300 |
Condensed IFRS Quarterly Consolidated Financial Statements – 30 September 2021
Translation of the financial statements originally issued in Polish
(in PLN millions)
| Share capital |
Share premium |
Other reserves | Retained earnings |
Equity attributable to owners of OPL S.A. |
Non- controlling interests |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Cash flow hedge reserve |
Actuarial losses Deferred tax on post- employment benefits |
||||||||
| Balance at 1 January 2021 | 3,937 | 832 | (89) | (62) | 28 | 5,951 | 10,597 | 2 | 10,599 |
| Total comprehensive income for the 9 months ended 30 September 2021 |
- | - | 130 | (1) | (25) | 1,741 | 1,845 | - | 1,845 |
| Share-based payments | - | - | - | - | - | 1 | 1 | - | 1 |
| Transfer to inventories | - | - | (15) | - | 3 | - | (12) | - | (12) |
| Balance at 30 September 2021 | 3,937 | 832 | 26 | (63) | 6 | 7,693 | 12,431 | 2 | 12,433 |
| Balance at 1 January 2020 | 3,937 | 832 | (50) | (59) | 20 | 5,875 | 10,555 | 2 | 10,557 |
| Total comprehensive income for the 9 months ended 30 September 2020 |
- | - | (53) | (6) | 14 | 67 | 22 | - | 22 |
| Share-based payments | - | - | - | - | - | 2 | 2 | - | 2 |
| Transfer to inventories | - | - | (17) | - | - | - | (17) | - | (17) |
| Other movements | - | - | - | - | - | 48 | 48 | - | 48 |
| Balance at 30 September 2020 | 3,937 | 832 | (120) | (65) | 34 | 5,992 | 10,610 | 2 | 10,612 |
| (in PLN millions) | 3 months ended 30 September 2021 |
9 months | 3 months ended 30 September 2020 |
9 months |
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Net income | 1,586 | 1,741 | 53 | 67 |
| Adjustments to reconcile net income to cash from operating activities | ||||
| Gains on disposal of assets Depreciation, amortisation and impairment of property, plant and equipment, |
(1,580) | (1,567) | (6) | (21) |
| intangible assets and right-of-use assets | 665 | 2,016 | 728 | 2,186 |
| Share of profit of investments accounted for using the equity method | (10) | (10) | - | - |
| Finance costs, net | 86 | 197 | 83 | 264 |
| Income tax | 184 | 258 | 14 | 16 |
| Change in provisions and allowances | (18) | (74) | (62) | (137) |
| Operational foreign exchange and derivatives (gains)/losses, net | (1) | 3 | (4) | (12) |
| Change in working capital | ||||
| (Increase)/decrease in inventories, gross | 2 | (9) | 53 | (15) |
| Decrease in trade receivables, gross | 59 | 156 | 117 | 353 |
| Decrease in contract assets, gross | 1 | 8 | 12 | 37 |
| Increase in contract costs | (7) | (20) | (13) | (16) |
| Increase/(decrease) in trade payables | 88 | 74 | (62) | (123) |
| Increase/(decrease) in contract liabilities | 53 | 70 | (6) | (4) |
| (Increase)/decrease in prepaid expenses and other receivables | 16 | (32) | 31 | (16) |
| Increase/(decrease) in other payables | (5) | 55 | (128) | (20) |
| Interest received | 8 | 23 | 8 | 25 |
| Interest paid and interest rate effect paid on derivatives, net | (149) | (301) | (156) | (308) |
| Exchange rate and other effect received on derivatives, net | - | 4 | 1 | 2 |
| Income tax paid | (30) | (38) | (5) | (22) |
| Net cash provided by operating activities | 948 | 2,554 | 658 | 2,256 |
| INVESTING ACTIVITIES | ||||
| Payments for purchases of property, plant and equipment and intangible assets Investment grants received |
(476) 4 |
(1,536) 95 |
(500) 53 |
(1,566) 82 |
| Investment grants paid to property, plant and equipment and intangible assets | ||||
| suppliers | (59) | (157) | (57) | (160) |
| Exchange rate effect received on derivatives economically hedging capital | ||||
| expenditures, net | 1 | 3 | 2 | 4 |
| Proceeds from sale of property, plant and equipment and intangible assets | 34 | 82 | 2 | 32 |
| Proceeds from loss of control of Światłowód Inwestycje, net of cash and | ||||
| transaction costs (see Note 8) | 872 | 872 | - | - |
| Income tax paid in relation to loss of control of Światłowód Inwestycje (see Note 8) | (122) | (122) | - | - |
| VAT paid in relation to loss of control of Światłowód Inwestycje (see Note 8) | (209) | (209) | - | - |
| Cash paid for subsidiaries, net of cash acquired | - | (5) | - | (5) |
| Receipts from/(payments on) other financial instruments, net | 1 | 4 | (1) | 1 |
| Net cash provided by/(used in) investing activities | 46 | (973) | (501) | (1,612) |
| FINANCING ACTIVITIES | ||||
| Repayment of long-term loans from related party | - | (101) | - | - |
| Repayment of lease liabilities | (125) | (374) | (104) | (308) |
| Decrease in revolving credit line and other debt | (515) | (891) | (124) | (421) |
| Exchange rate effect received/(paid) on derivatives hedging debt, net | - | 91 | (1) | - |
| Net cash used in financing activities | (640) | (1,275) | (229) | (729) |
| Net change in cash and cash equivalents | 354 | 306 | (72) | (85) |
| Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the beginning of the period |
- 310 |
- 358 |
- 393 |
2 404 |
| Cash and cash equivalents at the end of the period | 664 | 664 | 321 | 321 |
Orange Polska S.A. ("Orange Polska" or "the Company" or "OPL S.A."), a joint stock company, was incorporated and commenced its operations on 4 December 1991. The Orange Polska Group ("the Group") comprises Orange Polska and its subsidiaries. The Group is a part of Orange Group based in France. Orange Polska shares are listed on the Warsaw Stock Exchange.
The Group is the principal provider of telecommunications services in Poland. The Group provides mobile and fixed telecommunications services, including calls, messaging, content, access to the Internet and TV. In addition, the Group provides IT and integration services, leased lines and other telecommunications value added services, sells telecommunications equipment, provides data transmission, constructs telecommunications infrastructure and sells electrical energy.
Orange Polska's registered office is located in Warsaw, Poland, at 160 Aleje Jerozolimskie St.
The list of entities included in the Condensed IFRS Quarterly Consolidated Financial Statements of the Group (the "Condensed Quarterly Consolidated Financial Statements") as at and for the 9 months ended 30 September 2021 is presented in Note 1.2 to the Orange Polska Group IFRS Consolidated Financial Statements ("IFRS Consolidated Financial Statements") for the year ended 31 December 2020. Additionally, the Group disposed of its 50% stake in Światłowód Inwestycje Sp. z o.o. (see Note 8).
The Group reports a single operating segment as decisions about resources to be allocated and assessment of performance are made on a consolidated basis. Group performance is evaluated by the Management Board based on revenue, EBITDAaL, net income, eCapex (economic capital expenditures), organic cash flows, net financial debt and net financial debt to EBITDAaL ratio based on cumulative EBITDAaL for the last four quarters.
Since the calculation of EBITDAaL, eCapex, organic cash flows and net financial debt is not defined by IFRS, these performance measures may not be comparable to similar indicators used by other entities. The methodology adopted by the Group is presented below.
EBITDAaL is the key measure of operating profitability used by the Management Board and corresponds to operating income before gains/losses on disposal of assets, depreciation, amortisation and impairment of property, plant and equipment and intangible assets and share of profits/losses of associates and joint ventures, decreased by interest expense on lease liabilities and adjusted for the impact of deconsolidation of subsidiaries, costs related to acquisition, disposal and integration of businesses, employment termination programs, restructuring costs, significant claims, litigation and other risks as well as other significant non-recurring items.
eCapex (economic capital expenditures) is the key measure of resources allocation used by the Management Board and represents acquisitions of property, plant and equipment and intangible assets excluding telecommunications licences, decreased by the proceeds accrued on disposal of these assets ('proceeds accrued on disposal of assets'). eCapex does not include acquisitions of right-of-use assets.
Organic cash flows are the key measure of cash flow generation used by the Management Board and correspond to net cash provided by operating activities decreased by payments for purchases of property, plant and equipment and intangible assets and repayment of lease liabilities, increased by impact of net exchange rate effect received/paid on derivatives economically hedging capital expenditures and lease liabilities and proceeds from sale of property, plant and equipment and intangible assets and adjusted for the payments for acquisition
Translation of the financial statements originally issued in Polish
of telecommunications licences, payments for costs related to acquisition, disposal and integration of businesses not included in purchase price and payments relating to significant claims, litigation and other risks. Cash flows arising from obtaining or losing control of subsidiaries or other businesses, including significant tax cash flows specifically identified with these transactions, are classified as investing activities and by definition are not included in organic cash flows.
Net financial debt and net financial debt to EBITDAaL ratio are the key measures of indebtedness and liquidity used by the Management Board. The calculation of net financial debt is presented in Note 9.
Basic financial data of the operating segment is presented below:
| (in PLN millions) | 9 months ended | 9 months ended |
|---|---|---|
| 30 September 2021 30 September 2020 | ||
| Revenue | 8,757 | 8,425 |
| EBITDAaL | 2,256 | 2,143 |
| Net income | 1,741 | 67 |
| eCapex | 1,087 | 1,206 |
| Organic cash flows | 736 | 418 |
| At 30 September | At 31 December | |
|---|---|---|
| 2021 | 2020 | |
| Net financial debt (in PLN millions, see Note 9) | 4,320 | 5,549 |
| Net financial debt/EBITDAaL ratio | 1.5 | 2.0 |
Calculation of performance measures of the operating segment is presented below:
| (in PLN millions) | 9 months ended | 9 months ended |
|---|---|---|
| 30 September 2021 30 September 2020 | ||
| Operating income | 2,196 | 347 |
| Less gain on the loss of control of Światłowód Inwestycje | (1,543) | - |
| Less gains on disposal of other assets | (24) | (21) |
| Add-back of depreciation, amortisation and impairment of property, plant and equipment | ||
| and intangible assets | 1,664 | 1,862 |
| Less share of profit of joint venture | (10) | - |
| Interest expense on lease liabilities | (40) | (47) |
| Adjustment for the impact of employment termination programs | (7) | (9) |
| Adjustment for the costs related to acquisition, disposal and integration of subsidiaries | 20 | 11 |
| EBITDAaL | 2,256 | 2,143 |
| (in PLN millions) | 9 months ended | 9 months ended |
|---|---|---|
| 30 September 2021 30 September 2020 | ||
| Acquisitions of property, plant and equipment and intangible assets | 1,259 | 1,241 |
| Less proceeds accrued on disposal of assets | (172) | (35) |
| eCapex | 1,087 | 1,206 |
Translation of the financial statements originally issued in Polish
| (in PLN millions) | 9 months ended | 9 months ended |
|---|---|---|
| 30 September 2021 30 September 2020 | ||
| Net cash provided by operating activities | 2,554 | 2,256 |
| Payments for purchases of property, plant and equipment and intangible assets | (1,536) | (1,566) |
| Exchange rate effect received on derivatives economically hedging capital expenditures, net | 3 | 4 |
| Proceeds from sale of property, plant and equipment and intangible assets | 82 | 32 |
| Repayment of lease liabilities | (374) | (308) |
| Adjustment for payment for costs related to acquisition, disposal and integration of subsidiaries | 7 | - |
| Organic cash flows | 736 | 418 |
These unaudited Condensed Quarterly Consolidated Financial Statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting ("IAS 34") and with all accounting standards applicable to interim financial reporting adopted by the European Union, issued and effective as at the time of preparing the Condensed Quarterly Consolidated Financial Statements (see also Note 4).
These Condensed Quarterly Consolidated Financial Statements should be read in conjunction with the audited IFRS Consolidated Financial Statements for the year ended 31 December 2020.
The Condensed Quarterly Consolidated Financial Statements include the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and selected explanatory notes.
These Condensed Quarterly Consolidated Financial Statements have been prepared on the going concern basis.
Costs that arise unevenly during the year are anticipated or deferred in the quarterly financial statements only if it would also be appropriate to anticipate or defer such costs at the end of the year.
These Condensed Quarterly Consolidated Financial Statements are prepared in millions of Polish zloty ("PLN") and were authorised for issuance by the Management Board on 25 October 2021.
There were no new standards or interpretations issued from the date when the IFRS Consolidated Financial Statements for the year ended 31 December 2020 were published.
The accounting policies and methods of computation used in the preparation of the Condensed Quarterly Consolidated Financial Statements are materially consistent with those described in Notes 2 and 33 to the audited IFRS Consolidated Financial Statements for the year ended 31 December 2020.
Revenue is disaggregated as follows:
| Mobile only services | Revenue from mobile offers (excluding consumer market convergent offers) and Machine to Machine connectivity. Mobile only services revenue does not include equipment sales, incoming and visitor roaming revenue. |
|---|---|
| Fixed only services | Revenue from fixed offers (excluding consumer market convergent offers) including mainly (i) fixed broadband (including wireless for fixed), (ii) fixed narrowband, and (iii) data infrastructure and networks for business customers. |
| Convergent services (consumer market) |
Revenue from consumer market convergent offers. A convergent offer is defined as an offer combining at least a broadband access and a mobile voice contract with a financial benefit (excluding MVNOs). Convergent services revenue does not include equipment sales, incoming and visitor roaming revenue. |
| Equipment sales | Revenue from all retail mobile and fixed equipment sales, excluding equipment sales associated with the supply of IT and integration services. |
| IT and integration services |
Revenue from ICT (Information and Communications Technology) services and Internet of Things services, including equipment sales associated with the supply of these services. |
| Wholesale | Revenue from telecom operators for (i) mobile: incoming, visitor roaming, domestic mobile interconnection (i.e. domestic roaming agreement and network sharing) and MVNO, (ii) fixed carriers services, and (iii) other (mainly data infrastructure and networks). |
| Other revenue | Include (i) equipment sales to brokers, (ii) revenue from sale of electrical energy, (iii) revenue from infrastructure projects, and (iv) other miscellaneous revenue e.g. from property rentals, research and development activity. |
| (in PLN millions) | 3 months ended 30 September 2021 |
9 months | 3 months ended 30 September 2020 |
9 months |
|---|---|---|---|---|
| Mobile only services | 682 | 1,965 | 645 | 1,913 |
| Fixed only services | 484 | 1,482 | 518 | 1,568 |
| Narrowband | 165 | 521 | 194 | 608 |
| Broadband | 214 | 642 | 216 | 641 |
| Network solutions (business market) | 105 | 319 | 108 | 319 |
| Convergent services (consumer market) | 511 | 1,480 | 438 | 1,285 |
| Equipment sales | 342 | 1,015 | 325 | 939 |
| IT and integration services | 255 | 774 | 186 | 657 |
| Wholesale | 493 | 1,689 | 590 | 1,804 |
| Mobile wholesale | 317 | 1,048 | 345 | 1,060 |
| Fixed wholesale | 86 | 375 | 162 | 498 |
| Other | 90 | 266 | 83 | 246 |
| Other revenue | 118 | 352 | 91 | 259 |
| Total revenue | 2,885 | 8,757 | 2,793 | 8,425 |
IT and integration services, wholesale and other revenue for the 9 months ended 30 September 2021 and 2020 include, respectively, PLN 62 million and PLN 61 million of lease revenue that is outside the scope of IFRS 15 "Revenue from Contracts with Customers".
Vast majority of the Group's individual assets do not generate cash inflows independently from other assets due to the nature of the Group's activities, therefore the Group identifies all telecom operations as a single telecom operator Cash Generating Unit ("CGU").
As at 30 June 2021 and 31 December 2020 the Group performed impairment tests of the CGU (including goodwill). No impairment loss was recognised in the years 2021 and 2020.
The following key assumptions were used to determine the value in use of the telecom operator CGU:
The amounts assigned to each of these parameters reflect past experience adjusted for expected changes over the timeframe of the business plan, but may also be affected by unforeseeable changes in the political, economic or legal framework.
| Telecom operator CGU | ||
|---|---|---|
| At 30 June 2021 | At 31 December 2020 | |
| Basis of recoverable amount | Value in use | Value in use |
| Sources used | Business plan | Business plan |
| 5 years cash flow projections |
5 years cash flow projections |
|
| Perpetuity growth rate | 1.5 % | 1.5 % |
| Post-tax discount rate | 7.00 % | 7.25 % |
| Pre-tax discount rate (1) | 8.15 % | 8.47 % |
(1) Pre-tax discount rate is calculated as a post-tax discount rate adjusted to reflect the specific amount and timing of the future tax cash flows.
The value in use of the telecom operator CGU as at 30 June 2021 exceeded its carrying value by PLN 4.7 billion. Any of the following changes in key assumptions:
would bring the value in use of the telecom operator CGU to the level of its carrying value.
The Group's activities are subject to some seasonality. The fourth quarter is typically a peak sales season with high commercial spending and with increased capital expenditures resulting from investment cycle management applied by the Group. Seasonally high capital expenditures in the fourth quarter are followed by higher payments
to property, plant and equipment and intangible assets suppliers in the first quarter of the subsequent year resulting in higher cash used in investing activities.
The situation related to the COVID-19 pandemic remained volatile, with Poland and other countries experiencing new waves of COVID-19 in 2021. The pandemic has significantly impacted the Polish economy. Poland's GDP decreased by 2.7% in 2020, by 0.9% in the first quarter of 2021 and started to grow from the second quarter of 2021 (year-on-year). The consensus indicates that GDP in Poland should reach single digit growth in 2021.
Since the beginning of the COVID-19 pandemic in the first quarter of 2020, the Management has adopted a number of counteractive measures to mitigate the negative impact of the pandemic on Group's business performance. The results achieved by the Group indicate that the core of the Group's operations remain relatively immune to the impact of the pandemic. Data and voice connectivity has become more essential than ever to the needs of consumers and businesses. The majority of revenue and profits are derived from subscription-based services, which allows the Group to rely on relatively stable and predictable revenue streams.
Based on the Group's latest assessment of the impact of COVID-19 on the bad debt allowance, the Group recognised PLN 4 million of additional impairment of trade receivables in the 9 months ended 30 September 2021.
The impact of the COVID-19 pandemic on the Group, its financial position and performance in next periods depends on many factors which are beyond the control of the Group. These factors include, among others: the length and severity of the pandemic, measures taken by the government to limit the pandemic and to protect society from the effects of the crisis and in result its ultimate impact on the Polish economy including inflationary pressure and energy prices. The Group will monitor the situation, its impact on the Polish economy and indicators more specific to the Group.
On 31 August 2021, the Orange Polska Group and the APG Group (APG's subsidiary Acari Investments Holding B.V., "APG") finalised a share sale agreement under which the Group disposed of its 50% stake in Światłowód Inwestycje Sp. z o.o., a fully-owned subsidiary of OPL S.A. whose scope of activities comprises building fibre infrastructure and offering wholesale access services to other operators. Total fair value of the consideration amounted to PLN 1,323 million and consisted of:
The Group applied the expected present value technique to measure the fair value of the deferred consideration receivable. More details on the assumptions and valuation methodology are described in the Note 10.
Translation of the financial statements originally issued in Polish
(in PLN millions)
| Assets: | |
|---|---|
| Property, plant and equipment | 388 |
| Cash and cash equivalents | 21 |
| Other assets (1) | 920 |
| Total assets | 1,329 |
| Liabilities: | |
| Financial liabilities at amortised cost (2) | 162 |
| Derivatives | 17 |
| Other liabilities | 65 |
| Total liabilities | 244 |
Net assets derecognised 1,085
(1) Includes PLN 691 million of prepayment made by Światłowód Inwestycje to OPL S.A. for lease and services to be rendered in the future by OPL S.A. On the deconsolidation date, the Group recognised the prepayment received in contract liabilities in the consolidated statement of financial position.
(2) Includes PLN 158 million of loan made by OPL S.A. to Światłowód Inwestycje, recognised on the deconsolidation date in loan to related party in the consolidated statement of financial position.
Gain on the loss of control of Światłowód Inwestycje recognised in the consolidated income statement amounted to PLN 1,543 million and consisted of:
| Gain on the loss of control of Światłowód Inwestycje | 1,543 |
|---|---|
| Transaction costs incurred | (18) |
| Net assets of Światłowód Inwestycje derecognised | (1,085) |
| Fair value of the remaining 50% stake retained | 1,323 |
| Fair value of the consideration received for the 50% stake sold | 1,323 |
| (in PLN millions) |
As a result of the above transaction, Światłowód Inwestycje became a jointly controlled entity accounted for using the equity method. Additionally, the transaction assumes equity contributions for each party of around PLN 300 million to be made in years 2023-2026. Orange Polska has an option to buy c.1% of additional stake in Światłowód Inwestycje and obtain control in years 2027-2029.
In the 3 months ended 30 September 2021, the Group paid PLN 122 million of CIT (after utilisation of tax losses from previous years) and PLN 209 million of VAT with respect to the transaction. These payments are classified as cash flows from investing activities as they can be specifically identified with the loss of control of Światłowód Inwestycje. The payment occurred before the Group obtained tax ruling at the end of September 2021. Consequently, as at 30 September 2021, the Group recalculated the taxable gain on the sale of 50% stake in Światłowód Inwestycje, recognised income tax receivable of PLN 92 million and decreased deferred tax asset by PLN 81 million.
From 2021, as a result of an annual review of the estimated useful lives of fixed assets, the Group extended the estimated useful lives for certain items of software which decreased the amortisation expense by PLN 91 million in the 9 months ended 30 September 2021 in comparison to the previous year. Amortisation expense in 2021 relating to these assets is expected to be lower by approximately PLN 117 million in comparison to 2020.
The Group finalised the accounting for the acquisition of Craftware Sp. z o.o. There were no adjustments in 2021 to the assets and liabilities recognised as at 31 December 2020 as a result of this acquisition. For details, see Note 4 to the IFRS Consolidated Financial Statements for the year ended 31 December 2020.
Translation of the financial statements originally issued in Polish
The amount of trade payables subject to reverse factoring increased from PLN 117 million as at 31 December 2020 to PLN 162 million as at 30 September 2021. These payables are presented together with the remaining balance of trade payables, as analysis conducted by the Group indicates they have retained their trade nature.
Net financial debt is a measure of indebtedness used by the Management Board. Since the calculation of this aggregate is not defined by IFRS, the methodology adopted by the Group is presented below:
| (in PLN millions) | At 30 September | At 31 December |
|---|---|---|
| 2021 | 2020 | |
| Loans from related party | 4,939 | 5,990 |
| Other financial liabilities at amortised cost | 50 | 21 |
| Derivatives – net (liabilities less assets) | (31) | (15) |
| Gross financial debt after derivatives | 4,958 | 5,996 |
| Cash and cash equivalents | (664) | (358) |
| Cash flow hedge reserve | 26 | (89) |
| Net financial debt | 4,320 | 5,549 |
On 29 January 2021, the Group and Atlas Services Belgium S.A., a subsidiary of Orange S.A., concluded a Loan Agreement for PLN 2,700 million with repayment date in June 2026. The new Loan Agreement, together with the Revolving Credit Facility, provided non-cash-refinancing of loans granted by Atlas Services Belgium S.A.: EUR 190 million which expired in May 2021 and PLN 2,700 million which expired in June 2021. Additionally, on 17 June 2021, the Group and Atlas Services Belgium S.A. concluded an Annex to existing Revolving Credit Facility Agreement, extending its maturity to 29 July 2022. On 25 June 2021, the Group and Orange S.A. updated the Cash Management Treasury Agreement, extending access to back-up liquidity funding to 28 February 2023.
In the 9 months ended 30 September 2021, the net cash flows from issuance and repayments of the Revolving Credit Facility from Atlas Services Belgium S.A., a subsidiary of Orange S.A., amounted to PLN (920) million. As a result, the unused Revolving Credit Facility amounts to PLN 1,500 million as at 30 September 2021.
As at 30 September 2021, the total outstanding balance of loans from the related party amounted to PLN 4,939 million, including accrued interest and arrangement fees. The weighted average effective interest rate on loans from the related party amounted to 1.81% before swaps and 2.76% after swaps as at 30 September 2021.
In the 9 months ended 30 September 2021, the Group entered into new derivative transactions under the agreement with Orange S.A. hedging interest rate risk related to the Loan Agreement concluded in January 2021 described above. As at 30 September 2021, the total nominal amount of interest rate swaps, outstanding under the agreement with Orange S.A. concerning derivative transactions, was PLN 4,300 million with a total fair value amounting to PLN 16 million.
The Group's financial assets and liabilities that are measured subsequent to their initial recognition at fair value comprise derivative instruments, selected trade receivables arising from sales of mobile handsets in instalments and the deferred consideration receivable arising from the sale of 50% stake in Światłowód Inwestycje (see Note 8).
As at 30 September 2021 and 31 December 2020, the total fair value of derivatives amounted to PLN 31 million and PLN 15 million, respectively, and fair value of selected trade receivables arising from sales of mobile handsets in instalments amounted to PLN 144 million and PLN 211 million, respectively. The fair value of these instruments is determined as described in Notes 14.1 and 23 to the IFRS Consolidated Financial Statements for the year ended 31 December 2020. Significant inputs to the valuation techniques used by the Group to measure the fair value of
derivatives and selected trade receivables are classified to Level 2 of the fair value hierarchy described in Note 24.1 to the IFRS Consolidated Financial Statements for the year ended 31 December 2020.
As at 30 September 2021, the fair value of the deferred consideration receivable from the sale of 50% stake in Światłowód Inwestycje amounted to PLN 427 million. The Group applied the expected present value technique to measure the fair value of this receivable. The expected cash flows have been calculated as the probability-weighted average of possible future cash inflows from the deferred consideration. The discount rates used in the calculation of the present value of the expected cash flows range from 2.8% in 2022 to 4.1% in 2026 and are based on the market risk-free interest rates increased by the credit risk margin estimated for the APG Group. Significant inputs to the valuation technique used by the Group to measure the fair value of the deferred consideration receivable are unobservable and classified to Level 3 of the fair value hierarchy described in Note 24.1 to the IFRS Consolidated Financial Statements for the year ended 31 December 2020. These unobservable inputs include the credit risk margin estimated for the APG Group and probabilities assigned to possible future cash inflows used to calculate the expected value. The Group has performed sensitivity analysis for the impact of changes in unobservable inputs and concluded that reasonably possible change in any unobservable input would not materially change the fair value of the deferred consideration receivable.
The carrying amount of the Group's other financial instruments excluding lease liabilities approximates their fair value, except for telecommunications licence payables and a loan from related party based on fixed interest rate for which as at 30 September 2021 the estimated fair value exceeded the carrying amount respectively by PLN 26 million and PLN 21 million (PLN 47 million and PLN 45 million as at 31 December 2020) due to significant change between the original effective interest rates at the date of the initial recognition and current market rates.
In accordance with the recommendation of the Management Board of the Company there was no dividend paid in 2021.
The information hereunder refers to the matters presented in Note 30 to the IFRS Consolidated Financial Statements for the year ended 31 December 2020 or describes major matters that occurred after 31 December 2020.
On 14 May and 23 July 2021, UOKiK instituted proceedings regarding practices violating collective interests of consumers in the provision of certain additional services by Orange Polska alleging, among others, insufficient information for consumers in activating the service, lack of information on a durable medium and insufficient replies to customer complaints.
Operational activities of the Group are subject to legal, tax, social and administrative regulations and the Group is a party to a number of legal and tax proceedings and commercial contracts related to its operational activities. Some regulatory decisions can be detrimental to the Group and court verdicts within appeal proceedings against such decisions can have negative consequences for the Group. Also, there are claims including for damages, contractual penalties or remuneration raised by counterparties to commercial contracts, or claims for other payments resulting from breach of law which may result in cash outflows.
Furthermore, the Group uses fixed assets of other parties in order to provide telecommunications services. The terms of use of these assets are not always formalised and as such, the Group is subject to claims and might be subject to future claims in this respect, which will probably result in cash outflows in the future. The amount
of the potential obligations or future commitments cannot yet be measured with sufficient reliability due to legal complexities involved.
Some of the above determined matters may be complex in nature and there are many scenarios for final settlement and potential financial impact for the Group. The Group monitors the risks on a regular basis and the Management Board believes that adequate provisions have been recorded for known and quantifiable risks. Information regarding the range of potential outcomes has not been separately disclosed as, in the opinion of the Group's Management, such disclosure could prejudice the outcome of the pending cases.
As at 30 September 2021, Orange S.A. owned 50.67% of shares of the Company. Orange S.A. has majority of the total number of votes at the General Meeting of OPL S.A. which appoints OPL S.A.'s Supervisory Board Members. The Supervisory Board decides about the composition of the Management Board. According to the Company's Articles of Association, at least 4 Members of the Supervisory Board must be independent. The majority of Members of the Audit Committee of the Supervisory Board are independent.
The Group's income earned from the Orange Group comprises mainly wholesale telecommunications services and research and development income. The purchases from the Orange Group comprise mainly brand fees and wholesale telecommunications services.
Financial receivables, liabilities, finance costs, net and other comprehensive income/loss concerning transactions with the Orange Group relate to loan agreements concluded with Atlas Services Belgium S.A. and agreement with Orange S.A. concerning derivative transactions to hedge exposure to foreign currency risk and interest rate risk related to the above-mentioned loan agreements. Cash and cash equivalents deposited with Orange S.A. relate to the Cash Management Treasury Agreement.
The Group's transactions with joint venture relate to transactions with Światłowód Inwestycje Sp. z o.o. (see Note 8). The Group's income and receivables from joint venture relate mainly to sale of fibre network assets. Liabilities to joint venture relate mainly to agreements for the lease and services to be rendered by the Group in the future, for which joint venture paid upfront. Financial receivables from joint venture comprise the loan granted to Światłowód Inwestycje before the loss of control, as part of the sale transaction preparation.
| (in PLN millions) | 3 months | 9 months | 3 months | 9 months | |
|---|---|---|---|---|---|
| ended 30 September 2021 | ended 30 September 2020 | ||||
| Sales of goods and services and other income: | 258 | 364 | 55 | 158 | |
| Orange S.A. (parent) | 48 | 115 | 34 | 101 | |
| Orange Group (excluding parent) | 18 | 57 | 21 | 57 | |
| Joint venture | 192 | 192 | - | - | |
| Purchases of goods (including inventories, tangible and intangible assets) | |||||
| and services: | (76) | (190) | (56) | (168) | |
| Orange S.A. (parent) | (23) | (43) | (10) | (37) | |
| Orange Group (excluding parent) | (45) | (139) | (46) | (131) | |
| - including Orange Brand Services Limited (brand licence agreement) | (34) | (102) | (28) | (86) | |
| Joint venture | (8) | (8) | - | - | |
| Financial costs, net: | (40) | (123) | (50) | (148) | |
| Orange S.A. (parent) | (16) | (70) | (16) | (4) | |
| Orange Group (excluding parent) | (24) | (53) | (34) | (144) | |
| Other comprehensive income/(loss): | 40 | 136 | 19 | (102) | |
| Orange S.A. (parent) | 40 | 136 | 19 | (102) |
| Orange Polska Group | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed IFRS Quarterly Consolidated Financial Statements – 30 September 2021 | ||||||||||||
Translation of the financial statements originally issued in Polish
| (in PLN millions) | At 30 September | At 31 December |
|---|---|---|
| 2021 | 2020 | |
| Receivables and contract costs: | 335 | 85 |
| Orange S.A. (parent) | 55 | 51 |
| Orange Group (excluding parent) | 23 | 34 |
| Joint venture | 257 | - |
| Liabilities: | 792 | 84 |
| Orange S.A. (parent) | 29 | 31 |
| Orange Group (excluding parent) | 57 | 53 |
| Joint venture | 706 | - |
| Financial receivables: | 206 | 106 |
| Orange S.A. (parent) | 48 | 106 |
| Joint venture | 158 | - |
| Cash and cash equivalents deposited with: | 397 | 55 |
| Orange S.A. (parent) | 397 | 55 |
| Financial liabilities: | 4,971 | 6,122 |
| Orange S.A. (parent) | 32 | 132 |
| Orange Group (excluding parent) | 4,939 | 5,990 |
Compensation (remuneration, bonuses, post-employment and other long-term benefits, termination indemnities and share-based payment plans - cash and non-monetary benefits) of OPL S.A.'s Management Board and Supervisory Board Members for the 9 months ended 30 September 2021 and 2020 amounted to PLN 11.9 million and PLN 16.8 million, respectively. Additionally, the President of OPL S.A.'s Management Board is employed by Orange Global International Mobility S.A., a subsidiary of Orange S.A., and posted to Orange Polska since September 2020. The amount incurred by the Orange Polska Group for the reimbursement of key management personnel costs from the Orange Group for the 9 months ended 30 September 2021 and 2020 amounted to PLN 3.8 million and PLN 0.3 million, respectively.
There was no significant event after the end of the reporting period.

| 9INCOME STATEMENT | 3 | |
|---|---|---|
| STATEMENT OF COMPREHENSIVE INCOME | 3 | |
| STATEMENT OF FINANCIAL POSITION | 4 | |
| STATEMENT OF CHANGES IN EQUITY | 5 | |
| STATEMENT OF CASH FLOWS | 6 | |
| 1. | Orange Polska S.A. | 7 |
| 2. | Statement of compliance and basis of preparation | 7 |
| 3. | Statement of accounting policies | 8 |
| 4. | Revenue | 8 |
| 5. | Impairment test | 9 |
| 6. | Explanatory comments about the seasonality or cyclicality of interim Company operations | 10 |
| 7. | Items affecting assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidence |
10 |
| 8. | Changes in loans from related parties | 12 |
| 9. | Fair value of financial instruments | 13 |
| 10. Dividend | 13 | |
| 11. Changes in major litigation and claims, contingent liabilities and contingent assets since the end of the last annual reporting period |
13 | |
| 12. Related party transactions | 14 | |
| 13. Subsequent events | 16 | |
Translation of the financial statements originally issued in Polish
| (in PLN millions, except for earnings per share) | 3 months Note ended 30 September 2021 |
9 months | 3 months ended 30 September 2020 |
9 months | |
|---|---|---|---|---|---|
| Revenue | 4 | 2,594 | 7,881 | 2,591 | 7,758 |
| External purchases | (1,330) | (4,137) | (1,373) | (4,141) | |
| Labour expense | (291) | (943) | (299) | (942) | |
| Other operating expense | (139) | (366) | (90) | (295) | |
| Other operating income | 106 | 244 | 65 | 207 | |
| Impairment of receivables, contract assets and loans | (13) | (94) | (29) | (112) | |
| Gain on partial disposal of investment in Światłowód Inwestycje | 7 | 750 | 750 | - | - |
| Gains on disposal of other assets | 57 | 43 | 6 | 21 | |
| Depreciation and impairment of right-of-use assets | (115) | (340) | (107) | (313) | |
| Depreciation, amortisation and impairment of property, plant and equipment | |||||
| and intangible assets | 7 | (538) | (1,649) | (616) | (1,857) |
| Operating income | 1,081 | 1,389 | 148 | 326 | |
| Dividend income | - | 3 | 8 | 14 | |
| Interest income | 9 | 25 | 8 | 27 | |
| Interest expense on lease liabilities | (13) | (39) | (15) | (47) | |
| Other interest expense and financial charges | (41) | (128) | (50) | (163) | |
| Discounting expense | (15) | (35) | (11) | (34) | |
| Foreign exchange gains/(losses) | (15) | 3 | (13) | (43) | |
| Finance costs, net | (75) | (171) | (73) | (246) | |
| Income tax | 7 | (185) | (232) | (13) | (13) |
| Net income | 821 | 986 | 62 | 67 | |
| Earnings per share (in PLN) | 0.63 | 0.75 | 0.05 | 0.05 | |
| Weighted average number of shares (in millions) | 1,312 | 1,312 | 1,312 | 1,312 |
| (in PLN millions) | 3 months | 9 months ended 30 September 2021 |
3 months 9 months ended 30 September 2020 |
||
|---|---|---|---|---|---|
| Net income | 821 | 986 | 62 | 67 | |
| Items that will not be reclassified to profit or loss | |||||
| Actuarial losses on post-employment benefits | (1) | (1) | (2) | (6) | |
| Income tax relating to items not to be reclassified | - | - | - | 1 | |
| Items that may be reclassified subsequently to profit or loss | |||||
| Gains/(losses) on cash flow hedges | 47 | 130 | 33 | (53) | |
| Income tax relating to items that may be reclassified | (9) | (25) | (5) | 13 | |
| Other comprehensive income/(loss), net of tax | 37 | 104 | 26 | (45) | |
| Total comprehensive income | 858 | 1,090 | 88 | 22 |
Translation of the financial statements originally issued in Polish
| (in PLN millions) | At 30 September | At 31 December | |
|---|---|---|---|
| Note | 2021 | 2020 | |
| ASSETS | |||
| Goodwill | 2,014 | 2,014 | |
| Other intangible assets | 3,876 | 4,079 | |
| Property, plant and equipment | 9,573 | 10,397 | |
| Right-of-use assets | 2,804 | 2,727 | |
| Investments in subsidiaries | 402 | 334 | |
| Investment in joint venture | 7 | 555 | - |
| Trade receivables | 9 | 281 | 351 |
| Contract assets | 72 | 70 | |
| Contract costs | 102 | 96 | |
| Loans to related parties | 7 | 49 | 60 |
| Derivatives | 8,9 | 48 | - |
| Other assets | 7 | 407 | 38 |
| Deferred tax asset | 7 | 523 | 747 |
| Total non-current assets | 20,706 | 20,913 | |
| Inventories | 189 | 184 | |
| Trade receivables | 9 | 1,560 | 1,627 |
| Contract assets | 73 | 87 | |
| Contract costs | 370 | 362 | |
| Loans to related parties | 7 | 158 | 115 |
| Derivatives | 8,9 | 15 | 147 |
| Income tax receivables | 7 | 104 | - |
| Other assets | 377 | 139 | |
| Prepaid expenses | 40 | 31 | |
| Cash and cash equivalents | 593 | 299 | |
| Total current assets | 3,479 | 2,991 | |
| TOTAL ASSETS | 24,185 | 23,904 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 3,937 | 3,937 | |
| Share premium | 832 | 832 | |
| Other reserves | (30) | (122) | |
| Retained earnings | 6,873 | 5,886 | |
| Total equity | 11,612 | 10,533 | |
| Trade payables | 9 | 103 | 242 |
| Lease liabilities | 2,246 | 2,188 | |
| Loans from related parties | 8,9 | 4,937 | 2,406 |
| Other financial liabilities at amortised cost | 8 | - | |
| Derivatives | 8,9 | 27 | 100 |
| Provisions | 11 | 531 | 639 |
| Contract liabilities | 7 | 899 | 315 |
| Employee benefits | 52 | 51 | |
| Other liabilities | 5 | 31 | |
| Total non-current liabilities | 8,808 | 5,972 | |
| Trade payables | 9 | 1,850 | 2,014 |
| Lease liabilities | 488 | 475 | |
| Loans from related parties | 8,9 | 115 | 3,682 |
| Other financial liabilities at amortised cost | 1 | 4 | |
| Derivatives | 8,9 | 5 | 32 |
| Provisions | 11 | 184 | 248 |
| Contract liabilities | 7 | 622 | 449 |
| Employee benefits | 124 | 166 | |
| Income tax liabilities | - | 16 | |
| Other liabilities | 376 | 313 | |
| Total current liabilities | 3,765 | 7,399 | |
| TOTAL EQUITY AND LIABILITIES | 24,185 | 23,904 |
Translation of the financial statements originally issued in Polish
(in PLN millions)
| Share capital |
Share premium |
Other reserves | Retained earnings |
Total equity | |||
|---|---|---|---|---|---|---|---|
| Cash flow hedge reserve |
Actuarial losses on post- employment benefits |
Deferred tax | |||||
| Balance at 1 January 2021 | 3,937 | 832 | (89) | (62) | 29 | 5,886 | 10,533 |
| Total comprehensive income for the 9 months ended 30 September 2021 | - | - | 130 | (1) | (25) | 986 | 1,090 |
| Share-based payments | - | - | - | - | - | 1 | 1 |
| Transfer to inventories | - | - | (15) | - | 3 | - | (12) |
| Balance at 30 September 2021 | 3,937 | 832 | 26 | (63) | 7 | 6,873 | 11,612 |
| Balance at 1 January 2020 | 3,937 | 832 | (50) | (59) | 21 | 5,809 | 10,490 |
| Total comprehensive income for the 9 months ended 30 September 2020 | - | - | (53) | (6) | 14 | 67 | 22 |
| Share-based payments | - | - | - | - | - | 2 | 2 |
| Transfer to inventories | - | - | (17) | - | - | - | (17) |
| Other movements | - | - | - | - | - | 48 | 48 |
| Balance at 30 September 2020 | 3,937 | 832 | (120) | (65) | 35 | 5,926 | 10,545 |
Translation of the financial statements originally issued in Polish
| (in PLN millions) | 3 months ended 30 September 2021 |
9 months | 3 months ended 30 September 2020 |
9 months |
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Net income | 821 | 986 | 62 | 67 |
| Adjustments to reconcile net income to cash from operating activities | ||||
| Gains on disposal of assets | (807) | (793) | (6) | (21) |
| Depreciation, amortisation and impairment of property, plant and equipment, intangible assets and right-of-use assets |
653 | 1,989 | 723 | 2,170 |
| Finance costs, net | 75 | 171 | 73 | 246 |
| Income tax | 185 | 232 | 13 | 13 |
| Change in provisions and allowances | (21) | (51) | (62) | (140) |
| Operational foreign exchange and derivatives (gains)/losses, net | - | 3 | (2) | (11) |
| Change in working capital | ||||
| (Increase)/decrease in inventories, gross | (9) | (6) | 43 | 7 |
| Decrease in trade receivables, gross | 73 | 146 | 119 | 354 |
| Decrease in contract assets, gross | 4 | 12 | 12 | 37 |
| Increase in contract costs | (4) | (14) | (10) | (9) |
| Increase/(decrease) in trade payables | 81 | 82 | (61) | (132) |
| Increase/(decrease) in contract liabilities | 58 | 61 | (5) | 1 |
| (Increase)/decrease in prepaid expenses and other receivables | (32) | (48) | 14 | (34) |
| Increase/(decrease) in other payables | (8) | 31 | (117) | (10) |
| Dividends received | - | 3 | 6 | 6 |
| Interest received | 8 | 24 | 8 | 27 |
| Interest paid and interest rate effect paid on derivatives, net | (147) | (299) | (156) | (308) |
| Exchange rate and other effect received on derivatives, net | - | 4 | 1 | 2 |
| Income tax paid Net cash provided by operating activities |
(27) 903 |
(28) 2,505 |
- 655 |
(2) 2,263 |
| INVESTING ACTIVITIES | ||||
| Payments for purchases of property, plant and equipment and intangible assets | (474) | (1,514) | (504) | (1,571) |
| Investment grants received | 4 | 95 | 53 | 82 |
| Investment grants paid to property, plant and equipment and intangible assets suppliers |
(59) | (157) | (57) | (160) |
| Exchange rate effect received on derivatives economically hedging capital | ||||
| expenditures, net | 1 | 3 | 2 | 4 |
| Proceeds from sale of property, plant and equipment and intangible assets | 40 | 84 | 2 | 32 |
| Proceeds from sale of investment in Światłowód Inwestycje, net of transaction costs | ||||
| (see Note 7) | 893 | 893 | - | - |
| Income tax paid in relation to sale of investment in Światłowód Inwestycje (see Note 7) | (122) | (122) | - | - |
| VAT paid in relation to sale of investment in Światłowód Inwestycje (see Note 7) | (209) | (209) | - | - |
| Cash paid for investments in subsidiaries Receipts from/(payments on) loans to related parties and other financial instruments, |
(25) | (30) | - | (5) |
| net | 1 | 18 | (1) | (30) |
| Net cash provided by/(used in) investing activities | 50 | (939) | (505) | (1,648) |
| FINANCING ACTIVITIES | ||||
| Repayment of long-term loans from related party | - | (101) | - | - |
| Repayment of lease liabilities Decrease in revolving credit line and other debt |
(121) (485) |
(362) (900) |
(102) (132) |
(298) (398) |
| Exchange rate effect received/(paid) on derivatives hedging debt, net | - | 91 | (1) | - |
| Net cash used in financing activities | (606) | (1,272) | (235) | (696) |
| Net change in cash and cash equivalents | 347 | 294 | (85) | (81) |
| Effects of exchange rate changes on cash and cash equivalents | - | - | - | 2 |
| Cash and cash equivalents at the beginning of the period | 246 | 299 | 349 | 343 |
| Cash and cash equivalents at the end of the period | 593 | 593 | 264 | 264 |
Translation of the financial statements originally issued in Polish
Orange Polska S.A. ("Orange Polska" or "the Company" or "OPL S.A."), a joint stock company, was incorporated and commenced its operations on 4 December 1991. Orange Polska shares are listed on the Warsaw Stock Exchange.
Orange Polska is the principal provider of telecommunications services in Poland. The Company provides mobile and fixed telecommunications services, including calls, messaging, content, access to the Internet and TV. In addition, Orange Polska provides IT and integration services, leased lines and other telecommunications value added services, sells telecommunications equipment, provides data transmission and sells electrical energy.
Orange Polska's registered office is located in Warsaw, Poland, at 160 Aleje Jerozolimskie St.
These unaudited Condensed IFRS Quarterly Separate Financial Statements for the 9 months ended 30 September 2021 (the "Condensed Quarterly Separate Financial Statements") have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting ("IAS 34") and with all accounting standards applicable to interim financial reporting adopted by the European Union, issued and effective as at the time of preparing the Condensed Quarterly Separate Financial Statements (see also Note 3).
These Condensed Quarterly Separate Financial Statements should be read in conjunction with the audited Orange Polska S.A. IFRS Separate Financial Statements and the notes thereto ("IFRS Separate Financial Statements") for the year ended 31 December 2020.
The Condensed Quarterly Separate Financial Statements include the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and selected explanatory notes.
These Condensed Quarterly Separate Financial Statements have been prepared on the going concern basis.
Costs that arise unevenly during the year are anticipated or deferred in the quarterly financial statements only if it would also be appropriate to anticipate or defer such costs at the end of the year.
Orange Polska S.A. is the parent company of the Orange Polska Group ("the Group", "OPL Group") and prepares quarterly consolidated financial statements for the 9 months ended 30 September 2021. The Group is a part of Orange Group, based in France.
These Condensed Quarterly Separate Financial Statements are prepared in millions of Polish zloty ("PLN") and were authorised for issuance by the Management Board on 25 October 2021.
There were no new standards or interpretations issued from the date when the IFRS Separate Financial Statements for the year ended 31 December 2020 were published.
The accounting policies and methods of computation used in the preparation of the Condensed Quarterly Separate Financial Statements are materially consistent with those described in Notes 2 and 32 to the audited IFRS Separate Financial Statements for the year ended 31 December 2020.
Revenue is disaggregated as follows:
| Mobile only services | Revenue from mobile offers (excluding consumer market convergent offers) and Machine to Machine connectivity. Mobile only services revenue does not include equipment sales, incoming and visitor roaming revenue. |
|---|---|
| Fixed only services | Revenue from fixed offers (excluding consumer market convergent offers) including mainly (i) fixed broadband (including wireless for fixed), (ii) fixed narrowband, and (iii) data infrastructure and networks for business customers. |
| Convergent services (consumer market) |
Revenue from consumer market convergent offers. A convergent offer is defined as an offer combining at least a broadband access and a mobile voice contract with a financial benefit (excluding MVNOs). Convergent services revenue does not include equipment sales, incoming and visitor roaming revenue. |
| Equipment sales | Revenue from all retail mobile and fixed equipment sales, excluding equipment sales associated with the supply of IT and integration services. |
| IT and integration services |
Revenue from ICT (Information and Communications Technology) services and Internet of Things services, including equipment sales associated with the supply of these services. |
| Wholesale | Revenue from telecom operators for (i) mobile: incoming, visitor roaming, domestic mobile interconnection (i.e. domestic roaming agreement and network sharing) and MVNO, (ii) fixed carriers services, and (iii) other (mainly data infrastructure and networks). |
| Other revenue | Include (i) equipment sales to brokers, (ii) revenue from sale of electrical energy and (iii) other miscellaneous revenue e.g. from property rentals, research and development activity. |
Translation of the financial statements originally issued in Polish
| (in PLN millions) | 3 months 9 months ended 30 September 2021 |
3 months 9 months ended 30 September 2020 |
||
|---|---|---|---|---|
| Mobile only services | 680 | 1,961 | 644 | 1,910 |
| Fixed only services | 484 | 1,482 | 518 | 1,568 |
| Narrowband | 165 | 521 | 194 | 608 |
| Broadband | 214 | 642 | 216 | 641 |
| Network solutions (business market) | 105 | 319 | 108 | 319 |
| Convergent services (consumer market) | 511 | 1,480 | 438 | 1,285 |
| Equipment sales | 342 | 1,015 | 325 | 939 |
| IT and integration services | 55 | 166 | 47 | 149 |
| Wholesale | 493 | 1,689 | 590 | 1,804 |
| Mobile wholesale | 317 | 1,048 | 345 | 1,060 |
| Fixed wholesale | 86 | 375 | 162 | 498 |
| Other | 90 | 266 | 83 | 246 |
| Other revenue | 29 | 88 | 29 | 103 |
| Total revenue | 2,594 | 7,881 | 2,591 | 7,758 |
IT and integration services, wholesale and other revenue for the 9 months ended 30 September 2021 and 2020 include PLN 70 million of lease revenue that is outside the scope of IFRS 15 "Revenue from Contracts with Customers".
Vast majority of the Company's individual assets, including investments in subsidiaries, do not generate cash inflows independently from other assets due to the nature of the Company's activities, therefore the Company identifies all telecom operations as a single telecom operator Cash Generating Unit ("CGU").
As at 30 June 2021 and 31 December 2020 the Company performed impairment tests of the CGU (including goodwill). No impairment loss was recognised in the years 2021 and 2020.
The following key assumptions were used to determine the value in use of the telecom operator CGU:
Translation of the financial statements originally issued in Polish
The amounts assigned to each of these parameters reflect past experience adjusted for expected changes over the timeframe of the business plan, but may also be affected by unforeseeable changes in the political, economic or legal framework.
| Telecom operator CGU | ||
|---|---|---|
| At 30 June 2021 | At 31 December 2020 | |
| Basis of recoverable amount | Value in use | Value in use |
| Sources used | Business plan | Business plan |
| 5 years cash flow projections |
5 years cash flow projections |
|
| Perpetuity growth rate | 1.5 % | 1.5 % |
| Post-tax discount rate | 7.00 % | 7.25 % |
| Pre-tax discount rate (1) | 8.15 % | 8.47 % |
(1) Pre-tax discount rate is calculated as a post-tax discount rate adjusted to reflect the specific amount and timing of the future tax cash flows.
The value in use of the telecom operator CGU as at 30 June 2021 exceeded its carrying value by PLN 4.8 billion. Any of the following changes in key assumptions:
would bring the value in use of the telecom operator CGU to the level of its carrying value.
The Company's activities are subject to some seasonality. The fourth quarter is typically a peak sales season with high commercial spending and with increased capital expenditures resulting from investment cycle management applied by the Company. Seasonally high capital expenditures in the fourth quarter are followed by higher payments to property, plant and equipment and intangible assets suppliers in the first quarter of the subsequent year resulting in higher cash used in investing activities.
The situation related to the COVID-19 pandemic remained volatile, with Poland and other countries experiencing new waves of COVID-19 in 2021. The pandemic has significantly impacted the Polish economy. Poland's GDP decreased by 2.7% in 2020, by 0.9% in the first quarter of 2021 and started to grow from the second quarter of 2021 (year-onyear). The consensus indicates that GDP in Poland should reach single digit growth in 2021.
Since the beginning of the COVID-19 pandemic in the first quarter of 2020, the Management has adopted a number of counteractive measures to mitigate the negative impact of the pandemic on Company's business performance. The results achieved by the Company indicate that the core of the Company's operations remain relatively immune to the impact of the pandemic. Data and voice connectivity has become more essential than ever to the needs
Translation of the financial statements originally issued in Polish
of consumers and businesses. The majority of revenue and profits are derived from subscription-based services, which allows the Company to rely on relatively stable and predictable revenue streams.
Based on the Company's latest assessment of the impact of COVID-19 on the bad debt allowance, the Company recognised PLN 4 million of additional impairment of trade receivables in the 9 months ended 30 September 2021.
The impact of the COVID-19 pandemic on the Company, its financial position and performance in next periods depends on many factors which are beyond the control of the Company. These factors include, among others: the length and severity of the pandemic, measures taken by the government to limit the pandemic and to protect society from the effects of the crisis and in result its ultimate impact on the Polish economy including inflationary pressure and energy prices. The Company will monitor the situation, its impact on the Polish economy and indicators more specific to the Company.
On 1 July 2021, Orange Polska contributed to Światłowód Inwestycje Sp. z o.o. PLN 355 million of property, plant and equipment and PLN 754 million of cash. The property, plant and equipment included connections to 672 thousand households. At the same time, the Company and Światłowód Inwestycje concluded agreements for the lease and maintenance of fibres, including lease and services to be rendered in the future, for which Światłowód Inwestycje paid PLN 729 million upfront. Finally, on 1 July 2021, as part of the sale transaction preparation, the Company granted a loan to Światłowód Inwestycje in the amount of PLN 157 million with a repayment date in July 2024.
On 31 August 2021, Orange Polska and the APG Group (APG's subsidiary Acari Investments Holding B.V., "APG") finalised a share sale agreement under which the Company disposed of its 50% stake in Światłowód Inwestycje Sp. z o.o., a fully-owned subsidiary whose scope of activities comprises building fibre infrastructure and offering wholesale access services to other operators. Total fair value of the consideration amounted to PLN 1,323 million and consisted of:
The Company applied the expected present value technique to measure the fair value of the deferred consideration receivable. More details on the assumptions and valuation methodology are described in the Note 9.
Gain on the sale of 50% stake in Światłowód Inwestycje recognised in the income statement amounted to PLN 750 million and consisted of:
(in PLN millions) Fair value of the consideration received for the 50% stake sold 1,323 Net book value of stake sold (555) Transaction costs incurred (18) Gain on the sale of 50% stake in Światłowód Inwestycje 750
As a result of the above transaction, Światłowód Inwestycje became a jointly controlled entity presented in the statement of financial position as an investment accounted for at cost. Additionally, the transaction assumes equity contributions for each party of around PLN 300 million to be made in years 2023-2026. Orange Polska has an option to buy c.1% of additional stake in Światłowód Inwestycje and obtain control in years 2027-2029.
In the 3 months ended 30 September 2021, the Company paid PLN 122 million of CIT (after utilisation of tax losses from previous years) and PLN 209 million of VAT with respect to the transaction. These payments are classified as cash flows from investing activities as they can be specifically identified with the transactions resulting in sale of 50% stake in Światłowód Inwestycje. The payment occurred before the Company obtained tax ruling at the end of September 2021. Consequently, as at 30 September 2021, the Company recalculated the taxable gain on the sale of 50% stake in Światłowód Inwestycje, recognised income tax receivable of PLN 92 million and decreased deferred tax asset by PLN 81 million.
From 2021, as a result of an annual review of the estimated useful lives of fixed assets, the Company extended the estimated useful lives for certain items of software which decreased the amortisation expense by PLN 91 million in the 9 months ended 30 September 2021 in comparison to the previous year. Amortisation expense in 2021 relating to these assets is expected to be lower by approximately PLN 117 million in comparison to 2020.
In June 2021, the Company recognised an impairment loss of PLN 43 million on a loan receivable from TP TelTech Sp. z o.o., a fully owned subsidiary. In September 2021, the Company increased by PLN 66 million the capital of this subsidiary. The capital increase was set off against loan repayment. Consequently, as at 30 September 2021, carrying amount of investment in TP TelTech was increased by PLN 23 million net (PLN 66 million gross less PLN 43 million of accumulated impairment loss reclassified from loan receivable to investment in this subsidiary).
The amount of trade payables subject to reverse factoring increased from PLN 106 million as at 31 December 2020 to PLN 153 million as at 30 September 2021. These payables are presented together with the remaining balance of trade payables, as analysis conducted by the Company indicates they have retained their trade nature.
On 29 January 2021, the Company and Atlas Services Belgium S.A., a subsidiary of Orange S.A., concluded a Loan Agreement for PLN 2,700 million with repayment date in June 2026. The new Loan Agreement, together with the Revolving Credit Facility, provided non-cash-refinancing of loans granted by Atlas Services Belgium S.A.: EUR 190 million which expired in May 2021 and PLN 2,700 million which expired in June 2021. Additionally, on 17 June 2021, the Company and Atlas Services Belgium S.A. concluded an Annex to existing Revolving Credit Facility Agreement, extending its maturity to 29 July 2022. On 25 June 2021, the Company and Orange S.A. updated the Cash Management Treasury Agreement, extending access to back-up liquidity funding to 28 February 2023.
In the 9 months ended 30 September 2021, the net cash flows from issuance and repayments of the Revolving Credit Facility from Atlas Services Belgium S.A. amounted to PLN (920) million. As a result, the unused Revolving Credit Facility amounts to PLN 1,500 million as at 30 September 2021.
As at 30 September 2021, the total outstanding balance of loans from the related parties amounted to PLN 5,052 million, including accrued interest and arrangement fees. The weighted average effective interest rate on loans from the related parties amounted to 1.77% before swaps and 2.70% after swaps as at 30 September 2021.
In the 9 months ended 30 September 2021, the Company entered into new derivative transactions under the agreement with Orange S.A. hedging interest rate risk related to the Loan Agreement concluded in January 2021 described above. As at 30 September 2021, the total nominal amount of interest rate swaps, outstanding under the agreement with Orange S.A., was PLN 4,300 million with a total fair value amounting to PLN 16 million.
The Company's financial assets and liabilities that are measured subsequent to their initial recognition at fair value comprise derivative instruments, selected trade receivables arising from sales of mobile handsets in instalments and the deferred consideration receivable arising from the sale of 50% stake in Światłowód Inwestycje (see Note 7).
As at 30 September 2021 and 31 December 2020, the total fair value of derivatives amounted to PLN 31 million and PLN 15 million, respectively, and fair value of selected trade receivables arising from sales of mobile handsets in instalments amounted to PLN 144 million and PLN 211 million, respectively. The fair value of these instruments is determined as described in Notes 13.1 and 22 to the IFRS Separate Financial Statements for the year ended 31 December 2020. Significant inputs to the valuation techniques used by the Company to measure the fair value of derivatives and selected trade receivables are classified to Level 2 of the fair value hierarchy described in Note 23.1 to the IFRS Separate Financial Statements for the year ended 31 December 2020.
As at 30 September 2021, the fair value of the deferred consideration receivable from the sale of 50% stake in Światłowód Inwestycje amounted to PLN 427 million. The Company applied the expected present value technique to measure the fair value of this receivable. The expected cash flows have been calculated as the probability-weighted average of possible future cash inflows from the deferred consideration. The discount rates used in the calculation of the present value of the expected cash flows range from 2.8% in 2022 to 4.1% in 2026 and are based on the market risk-free interest rates increased by the credit risk margin estimated for the APG Group. Significant inputs to the valuation technique used by the Company to measure the fair value of the deferred consideration receivable are unobservable and classified to Level 3 of the fair value hierarchy described in Note 23.1 to the IFRS Separate Financial Statements for the year ended 31 December 2020. These unobservable inputs include the credit risk margin estimated for the APG Group and probabilities assigned to possible future cash inflows used to calculate the expected value. The Company has performed sensitivity analysis for the impact of changes in unobservable inputs and concluded that reasonably possible change in any unobservable input would not materially change the fair value of the deferred consideration receivable.
The carrying amount of the Company's other financial instruments excluding lease liabilities approximates their fair value, except for telecommunications licence payables and a loan from related party based on fixed interest rate for which as at 30 September 2021 the estimated fair value exceeded the carrying amount respectively by PLN 26 million and PLN 21 million (PLN 47 million and PLN 45 million as at 31 December 2020) due to significant change between the original effective interest rates at the date of the initial recognition and current market rates.
In accordance with the recommendation of the Management Board of the Company there was no dividend paid in 2021.
The information hereunder refers to the matters presented in Note 29 to the IFRS Separate Financial Statements for the year ended 31 December 2020 or describes major matters that occurred after 31 December 2020.
On 14 May and 23 July 2021, UOKiK instituted proceedings regarding practices violating collective interests of consumers in the provision of certain additional services by Orange Polska alleging, among others, insufficient
information for consumers in activating the service, lack of information on a durable medium and insufficient replies to customer complaints.
Operational activities of the Company are subject to legal, tax, social and administrative regulations and the Company is a party to a number of legal and tax proceedings and commercial contracts related to its operational activities. Some regulatory decisions can be detrimental to the Company and court verdicts within appeal proceedings against such decisions can have negative consequences for the Company. Also, there are claims including for damages, contractual penalties or remuneration raised by counterparties to commercial contracts, or claims for other payments resulting from breach of law which may result in cash outflows.
Furthermore, the Company uses fixed assets of other parties in order to provide telecommunications services. The terms of use of these assets are not always formalised and as such, the Company is subject to claims and might be subject to future claims in this respect, which will probably result in cash outflows in the future. The amount of the potential obligations or future commitments cannot yet be measured with sufficient reliability due to legal complexities involved.
Some of the above determined matters may be complex in nature and there are many scenarios for final settlement and potential financial impact for the Company. The Company monitors the risks on a regular basis and the Management Board believes that adequate provisions have been recorded for known and quantifiable risks. Information regarding the range of potential outcomes has not been separately disclosed as, in the opinion of the Company's Management, such disclosure could prejudice the outcome of the pending cases.
As at 30 September 2021, Orange S.A. owned 50.67% of shares of the Company. Orange S.A. has majority of the total number of votes at the General Meeting of OPL S.A. which appoints OPL S.A.'s Supervisory Board Members. The Supervisory Board decides about the composition of the Management Board. According to the Company's Articles of Association, at least 4 Members of the Supervisory Board must be independent. The majority of Members of the Audit Committee of the Supervisory Board are independent.
OPL S.A.'s income earned from its subsidiaries comprises mainly sale of fixed assets, telecommunications equipment sales and IT services. The purchases from the subsidiaries comprise mainly network development and maintenance. Costs incurred by the Company in transactions with its subsidiaries also comprise donations to Fundacja Orange and impairment of loan (see Note 7).
Income earned from the Orange Group comprises mainly wholesale telecommunications services and research and development income. The purchases from the Orange Group comprise mainly brand fees and wholesale telecommunications services.
OPL S.A.'s financial income earned from its subsidiaries comprises dividends and interest on the loans granted to the subsidiaries. Financial receivables from the subsidiaries relate to the loans granted to the subsidiaries. Financial liabilities to the subsidiaries comprise mainly cash pool deposits from subsidiaries.
Financial receivables, liabilities, financial expense, net and other comprehensive income/loss concerning transactions with the Orange Group relate to loan agreements concluded with Atlas Services Belgium S.A. and agreement with Orange S.A. concerning derivative transactions to hedge exposure to foreign currency risk and interest rate risk related to the above-mentioned loan agreements. Cash and cash equivalents deposited with Orange S.A. relate to the Cash Management Treasury Agreement.
Translation of the financial statements originally issued in Polish
The Company's transactions with joint venture relate to transactions with Światłowód Inwestycje Sp. z o.o. (see Note 7). OPL S.A.'s income and receivables from joint venture relate mainly to sale of fibre network assets. Liabilities to joint venture relate mainly to agreements for the lease and services to be rendered in the future, for which joint venture paid upfront. Financial receivables from joint venture comprise the loan granted to Światłowód Inwestycje before the disposal of 50% stake, as part of the sale transaction preparation.
| (in PLN millions) | 3 months ended 30 September 2021 |
9 months | 3 months ended 30 September 2020 |
9 months |
|---|---|---|---|---|
| Sales of goods and services and other income: | 334 | 509 | 80 | 237 |
| Orange Polska Group (subsidiaries) | 77 | 147 | 25 | 80 |
| Orange Group | 65 | 170 | 55 | 157 |
| - Orange S.A. (parent) | 48 | 115 | 34 | 101 |
| - Orange Group (excluding parent) | 17 | 55 | 21 | 56 |
| Joint venture | 192 | 192 | - | - |
| Purchases of goods (including inventories, tangible and intangible assets), services | ||||
| and other costs: | (106) | (409) | (123) | (368) |
| Orange Polska Group (subsidiaries) | (31) | (220) | (68) | (201) |
| Orange Group | (67) | (181) | (55) | (167) |
| - Orange S.A. (parent) | (23) | (43) | (10) | (37) |
| - Orange Group (excluding parent) | (44) | (138) | (45) | (130) |
| - including Orange Brand Services Limited (brand licence agreement) | (33) | (101) | (28) | (86) |
| Joint venture | (8) | (8) | - | - |
| Financial income: | - | 5 | 8 | 16 |
| Orange Polska Group (subsidiaries) | - | 5 | 8 | 16 |
| Financial expense, net: | (40) | (123) | (50) | (148) |
| Orange Group | (40) | (123) | (50) | (148) |
| - Orange S.A. (parent) | (16) | (70) | (16) | (4) |
| - Orange Group (excluding parent) | (24) | (53) | (34) | (144) |
| Other comprehensive income/(loss): | 40 | 136 | 19 | (102) |
| Orange S.A. (parent) | 40 | 136 | 19 | (102) |
Translation of the financial statements originally issued in Polish
| (in PLN millions) | At 30 September | At 31 December |
|---|---|---|
| 2021 | 2020 | |
| Receivables and contract costs: | 367 | 118 |
| Orange Polska Group (subsidiaries) | 33 | 33 |
| Orange Group | 77 | 85 |
| - Orange S.A. (parent) | 55 | 51 |
| - Orange Group (excluding parent) | 22 | 34 |
| Joint venture | 257 | - |
| Liabilities: | 860 | 182 |
| Orange Polska Group (subsidiaries) | 68 | 98 |
| Orange Group | 86 | 84 |
| - Orange S.A. (parent) | 29 | 31 |
| - Orange Group (excluding parent) | 57 | 53 |
| Joint venture | 706 | - |
| Financial receivables: | 255 | 281 |
| Orange Polska Group (subsidiaries) | 49 | 175 |
| Orange S.A. (parent) | 48 | 106 |
| Joint venture | 158 | - |
| Cash and cash equivalents deposited with: | 397 | 55 |
| Orange S.A. (parent) | 397 | 55 |
| Financial liabilities: | 5,084 | 6,220 |
| Orange Polska Group (subsidiaries) | 113 | 98 |
| Orange Group | 4,971 | 6,122 |
| - Orange S.A. (parent) | 32 | 132 |
| - Orange Group (excluding parent) | 4,939 | 5,990 |
| Guarantees granted: | 138 | 113 |
| Orange Polska Group (subsidiaries) | 138 | 113 |
Compensation (remuneration, bonuses, post-employment and other long-term benefits, termination indemnities and share-based payment plans - cash and non-monetary benefits) of OPL S.A.'s Management Board and Supervisory Board Members for the 9 months ended 30 September 2021 and 2020 amounted to PLN 11.9 million and PLN 16.8 million, respectively. Additionally, the President of OPL S.A.'s Management Board is employed by Orange Global International Mobility S.A., a subsidiary of Orange S.A., and posted to Orange Polska since September 2020. The amount incurred by the Orange Polska S.A. for the reimbursement of key management personnel costs from the Orange Group for the 9 months ended 30 September 2021 and 2020 amounted to PLN 3.8 million and PLN 0.3 million, respectively.
There was no significant event after the end of the reporting period.
Pursuant to Art. 66 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information to be disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state – Journal of Laws of 2018, item 757 ("the Decree of the Minister of Finance of 29 March 2018"), the Management Board of Orange Polska S.A. ("OPL S.A.", "the Company") discloses the following information:
I. Shareholders entitled to exercise at least 5% of total voting rights at the General Meeting of OPL S.A., either directly or through subsidiaries, as at the date of publication of the quarterly report and changes in the ownership structure in the period since the submission of the previous interim report
The ownership structure of the Company's share capital, based on the information available to the Company as at 25 October 2021, i.e. the date of submission of the quarterly report for the 3 months ended 30 September 2021 is presented below. From 28 July 2021, i.e. the date of submission of the interim report for the 6 months ended 30 June 2021, Nationale-Nederlanden Open Pension Fund increased its share ownership of Orange Polska shares to 5.01%.
| Shareholder | Number of shares held |
Number of votes at the General Meeting of OPL S.A. |
Percentage of the total number of votes at the General Meeting of OPL S.A. |
Nominal value of shares held (in PLN) |
Share in the capital |
|---|---|---|---|---|---|
| Orange S.A. | 664,999,999 | 664,999,999 | 50.67 % | 1,994,999,997 | 50.67 % |
| Nationale-Nederlanden Open Pension Fund |
65,781,918 | 65,781,918 | 5.01 % | 197,345,754 | 5.01 % |
| Other shareholders | 581,575,562 | 581,575,562 | 44.32 % | 1,744,726,686 | 44.32 % |
| TOTAL | 1,312,357,479 | 1,312,357,479 | 100.00 % | 3,937,072,437 | 100.00 % |
Ms Jolanta Dudek, the Vice-President of the Management Board of OPL S.A., held 8,474 Orange Polska S.A. shares as at 25 October 2021 and 28 July 2021.
Mr Piotr Jaworski, the Member of the Management Board of OPL S.A., held 673 Orange Polska S.A. shares as at 25 October 2021 and 28 July 2021.
Mr Maciej Nowohoński, the Member of the Management Board of OPL S.A., held 25,000 Orange Polska S.A. shares as at 25 October 2021 and 28 July 2021.
There was no OPL S.A. share held by other members of the Management Board or the Supervisory Board of the Company.
In the 9 months ended 30 September 2021, neither the Company nor its subsidiaries granted guarantees or collateral of loans or borrowings to any entity or its subsidiary, a total value of which would be significant.
As announced in the current report 14/2021 of 28 June 2021, the Group has increased forecast for 2021 EBITDAaL to low-to-mid single digit growth compared to 2020. Considering the results of the 9 months ended 30 September 2021, the Management Board of Orange Polska S.A. is reiterating its revised forecast.
Factors that, in the Management Board's opinion, have influence on the Group's operations or may have such influence in the near future are presented in Section 4 of the Chapter II of Management Board's Report on the Activity of the Orange Polska Group in the first half of 2021 as well as in the current report 19/2021 published on 31 August 2021 related to closing of the sale of the 50% stake in Światłowód Inwestycje Sp. z o.o. to APG Group. Additionally, key risk factors that may impact the Group's operational and financial performance are reviewed in detail in the Chapter IV of the above-mentioned Report.
The statement of financial position data as at 30 September 2021 and 31 December 2020 presented in the table "Selected financial data" was translated into EUR at the average exchange rates of the National Bank of Poland ("NBP") at the end of the reporting period. The income statement data, together with the statement of comprehensive income and statement of cash flows data for the 9 months ended 30 September 2021 and 2020, were translated into EUR at an exchange rates which are the arithmetical average of the average NBP rates published by the NBP on the last day of each month of the 9-month periods ended 30 September 2021 and 2020.
The exchange rates used in the translation of the statement of financial position, income statement, statement of comprehensive income and statement of cash flows data are presented below:
| 1 EUR | 30 September 2021 | 31 December 2020 | 30 September 2020 |
|---|---|---|---|
| Statement of financial position | 4.6329 PLN | 4.6148 PLN | Not applicable |
| Income statement, statement of comprehensive income, statement of cash flows |
4.5585 PLN | Not applicable | 4.4420 PLN |
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