Report of Independent Auditor
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This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation. Independent Auditor's Report To the General Shareholders’ Meeting and Supervisory Board of Agora S.A. Report on the Audit of the Annual Consolidated Financial Statements Opinion We have audited the accompanying annual (the “consolidated financial statements”). consolidated financial statements of In our opinion, the accompanying Agora S.A. Group (the “Group”), whose consolidated financial statements of the parent entity is Agora S.A. (the „Parent Group: Entity”), which comprise: — give a true and fair view of the — the consolidated balance sheet as at 31 consolidated financial position of the December 2020; Group as at 31 December 2020 and of and, for the period from 1 January to 31 its consolidated financial performance December 2020: and its consolidated cash flows for the financial year then ended in accordance — the consolidated income statement; with International Financial Reporting — the consolidated statement of Standards, as adopted by the European comprehensive income; Union (“IFRS EU”) and the adopted — the consolidated statement of changes accounting policy; in shareholder’s equity; — comply, in all material respects, with — the consolidated cash flows statement; regard to form and content, with applicable laws and the provisions of and the Parent Entity's articles of — notes to the consolidated financial association. statements; Our audit opinion on the consolidated financial statements is consistent with our report to the Audit Committee dated 18 March 2021. KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. ul. Inflancka 4A, 00-189 Warszawa, tel. +48 (22) 528 11 11, fax +48 (22) 528 10 09, Email [email protected], Internet www.kpmg.pl © 2021 KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., a Polish limited partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. 1 Basis for Opinion We conducted our audit in accordance with: regarding statutory audit of public-interest entities and repealing Commission — International Standards on Auditing as Decision 2005/909/EC (the “EU adopted by the National Council of Regulation”); and Statutory Auditors as National Standards — other applicable laws. on Auditing (the “NSA”) by the resolution no. 3430/52a/2019 dated 21 March 2019 Our responsibilities under those regulations and the resolution no. 1107/15a/2020 are further described in the Auditor’s dated 8 September 2020; and Responsibility for the audit of the consolidated — the act on statutory auditors, audit firms financial statements section of our report. and public oversight dated 11 May 2017 We believe that the audit evidence we have (the “Act on statutory auditors”); and obtained is sufficient and appropriate to — regulation (EU) No 537/2014 of the provide a basis for our opinion. European Parliament and of the Council of 16 April 2014 on specific requirements Independence and Ethics We are independent of the Group in financial statements in Poland and we have accordance with International Ethics Standards fulfilled our other ethical responsibilities in Board for Accountants International Code of accordance with these requirements and the Ethics for Professional Accountants (including IESBA Code. During our audit the key statutory International Independence Standards) auditors and the audit firm remained (“IESBA Code”) as adopted by the resolution of independent of the Group in accordance with the National Council of Statutory Auditors, requirements of the Act on statutory auditors together with the ethical requirements that are and the EU Regulation. relevant to our audit of the consolidated Key Audit Matters Key audit matters are those matters that, in our the context of our audit of the consolidated professional judgment, were of most financial statements as a whole, and in forming significance in our audit of the consolidated our opinion thereon we have summarised our financial statements of the current period. They response to those risks. We do not provide are the most significant assessed risks of a separate opinion on these matters. We have material misstatements, including those due to determined the following key audit matters: fraud, described below and we performed appropriate audit procedures to address these matters. Key audit matters were addressed in Impairment of property, plant and equipment and intangible assets The carrying value of goodwill as at 31 December 2020: PLN 317,804 thousand (as at 31 December 2019: PLN 320,265 thousand), other intangible assets, including assets recognized on consolidation as at 31 December 2020: PLN 105,096 thousand (as at 31 December 2019: PLN 120,782 thousand), property, plant and equipment as at 31 December 2020: PLN 401,157 thousand (as at 31 December 2019: PLN 458,559 thousand). In 2020, the Group recognized an impairment loss on property, plant and equipment and intangible assets related to subsidiary Plan D Sp. z o.o. of PLN 12,660 thousand (including impairment of goodwill of PLN 2,461 thousand) and Foodio Concepts Sp. z o.o. of PLN 6,954 thousand. The Group also recognized an impairment loss of PLN 7,134 thousand related to the outdoor segment’s property, plant and equipment of PLN 7,134 thousand and an impairment loss of PLN 2,425 thousand related to the cinema segment’s property, plant and equipment as well as an impairment loss of PLN 4,909 thousand for properties in Piła and Tychy related to the downsized printing activity. 2 Reference to the consolidated financial statements: Note 2(d) “Property, plant and equipment”, Note 2(e) “Intangible assets”, Note 2(v) “Impairment losses”, Note 3 “Intangible assets”, Note 4 “Property, plant and equipment”, Note 40 “Estimates and assumptions adopted in the preparation of the financial statements”. Key audit matter Our response Our procedures in this area covered among Pursuant to the relevant financial reporting other things: standards, the Group is required to perform an annual impairment testing for intangible ― assisted by our own valuation specialists: assets with indefinite useful life and goodwill. In addition, the Group performs . assessing the Group’s discounted cash impairment test for assets for which flow models against the relevant impairment indicators exist. financial reporting standards, compliance with generally used The Group determines the recoverable impairment testing models and internal amount using the discounted cash flow consistency of the methodology applied; method based among others on the Parent Entity Management Board’s assumptions . challenging reasonableness of the relating to the level of advertising spending assumptions used with respect to the in Poland in the respective operating scale of operations (level of revenue) segments, copy sales of dailies and and returns (gross margin), capital magazines in the press segment, and expenditures and growth rate in the cinema admission in the cinema segment. residual period for particular assets (or Such projections are subject to significant cash-generating units) by: estimation uncertainty due to dynamic changes in market conditions as well as (i) comparing them to actual amounts regulatory environment, including changes realized in previous years, adjusted by in the government measures to counter the the impact of forecasted changes in the spread of the COVID-19 pandemic. market environment and market conditions in respective sectors in which The Agora Group’s activities include among the assets (or cash-generating units) others press publishing, internet, cinema, operate; and and radio activities as well as operations in the outdoor advertising segment. The (ii) evaluating the quality of the Group’s diversity of the businesses and different forecasting by comparing historical severity of the impact of the COVID-19 projections with actual outcomes; pandemic on those businesses increased (iii) comparing the level of key significantly the complexity of the process as assumptions used by the Group with the well as the estimation uncertainty. results of the analysis of model The impairment test results are sensitive to sensitivity to changes in key changes in key assumptions, such as those assumptions, taking into consideration in respect of future cash flows, discount rate the potential bias of the Parent’s or growth rate in the residual period. Management Board in determining the appropriate level of key assumptions; (iv) comparing the assumptions made by the Parent Entity’s Management Board to assess the impact of the COVID-19 pandemic with publicly available information for the industries in which the Group operates; 3 Due to the above factors, including . assessing the appropriateness of the increased uncertainty related to the COVID- assumed discount rate by reference to 19 pandemic and significant time publicly available market data; involvement of the audit team, this area was ― assessing appropriateness and considered as a key audit matter. completeness of disclosures with respect to impairment testing. Responsibility of the Management Board and Supervisory Board of the Parent Entity for the Consolidated Financial Statements The Management Board of the Parent Entity is Group's ability to continue