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"value": "EXPLANATORY NOTES
1. GENERAL INFORMATION
MFE-MEDIAFOREUROPE N.V. (\u201cMFE\u201d or the \u201cCompany\u201d) is a listed joint-stock company (naamloze vennootschap) subject to Dutch legislation and registered in the Dutch Commercial Register (No. 83956859). It was incorporated on 26 November 1987. Its registered office (statutaire zetel) is at Prinsengracht 462 in Amsterdam (the Netherlands)\u00a0and its headquarters and tax residence are at Viale Europa 46, 20093 Cologno Monzese, Milan, Italy.\u00a0Its ultimate controlling party is Fininvest SpA\u00a0The MFE ordinary shares are listed on Euronext Milan, a regulated market organised and managed by Borsa Italiana SpA, with tickers symbol MFEA and MFEB.
MFE is a multinational media group, mainly operating in the television industry in Italy and Spain.\u00a0
In Italy, Mediaset is the leading operator by audience share and advertising market share in the commercial television broadcasting sector, with three of Italy\u2019s biggest general interest networks and an extensive portfolio of thematic free-to-air and pay TV channels - both linear and non-linear/OTTV) - with a broad range of cinema, TV series and children\u2019s channel content. In recent years, Mediaset has also set up its own radio segment through acquisitions, bringing together four of the largest national broadcasters.
In Spain, MFE is the main shareholder of Mediaset Espa\u00f1a, with an interest of 82.92% at 31 December 2022. Mediaset Espa\u00f1a is the leading Spanish commercial television broadcaster with two main general interest channels (Telecinco and Cuatro) and a range of free-to-air thematic channels. The Group is also active in content production, OTT services and digital publishing activities. Mediaset Espa\u00f1a has been listed on the Madrid, Barcelona, Bilbao and Valencia stock exchanges since 2005.\u00a0
The Group is also the largest shareholder, having secured a total aggregate ownership interest of up to 29.9% of voting rights in ProSiebenSat.1 Media SE, one of the largest television media groups in Europe and enjoys a position of leadership in Germany, Austria and Switzerland. It is listed on the Frankfurt Stock Exchange.
2. PRESENTATION BASIS AND ACCOUNTING STANDARDS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
These consolidated financial statements are:
- prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU) and satisfy the financial reporting obligations contained in Part 9 of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financing Reporting Interpretations Committee (IFRIC) effective year-end 2022 have been adopted by the EU. Consequently, the accounting policies applied by the Company also fully comply with IFRS as issued by the IASB;
- prepared by the Company's Board of Directors and authorised for publication on 18 April 2023 and will be put to the Annual General Meeting of Shareholders for resolution on 7 June 2023;- prepared on the historical costs basis unless certain financial instruments which have been measured at fair value in accordance with IFRS 9 and IFRS 13;
- presented on a going-concern basis, having the Directors verified that there are no financial, operational or other indications pointing to any critical issues that could affect the Group\u2019s ability to meet its obligations in the foreseeable future. The risks and uncertainties regarding the business are described in the Directors\u2019 Report on Operations. The way in which the Group manages its financial risks, including liquidity and capital risk, is described in the section entitled \u201cDisclosure on financial instruments and risk management policies\u201d in these Explanatory Notes.
- presented in Euro, which is the functional currency used for the majority of the Group\u2019s operations.
The amounts shown in this note are expressed in millions of euro.
2.1 ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements and the Explanatory notes to the consolidated financial statements, management is required to make estimates and judgements mainly necessary to measure certain assets and liabilities and evaluate contingent assets and liabilities. The application of accounting policies requires Judgments that impact the amount recognised. Additionally, amounts recognised are based on factors that are by default associates with uncertainty. Where applicable, the estimates and judgments are described per note within the consolidated financial statements.
In particular, preparing these Consolidated Financial Statements has required material judgment to be made to assess, based on the facts and circumstances arising during the year, whether the Group exercises significant influence from its aggregate investment in ProsiebenSat1 Media SE. In this respect, IAS 28 (Investments in Associates and Joint Ventures) provides that holding 20% or more of the voting rights of an investee is to be presumed an indicator of significant influence over the investee. These assessments are reported in the Note 4 Key Information relating to the Scope of Consolidation, which describes the most significant corporate transactions and changes in the scope of consolidation during the year.
On the other hand, the most significant areas of the financial statements that required use of estimates were as follows:
\u2212assumptions used in impairment testing (note 7.4 Assessment of recoverability of goodwill and other non-current assets)
\u2212estimating the useful life of tangible and intangible assets (note 7.1 Property, plant and equipment; 7.2 Television and Movie Rights; 7.5 Other intangibles assets)
\u2212assessment of the recoverability period of carried forward tax losses (note 7.8 Deferred tax assets and liabilities)
\u2212assessment of credit risk for trade and financial receivables (note 8.2 Trade receivables)
\u2212assumptions for discount rates, future salary increase and life expectancy to calculate the employees defined benefit plan (note 10.1 Post Employment Benefits Plans)
\u2212assessment of the likelihood and estimating timing and potential cash flow relating to claims and litigations (note 10.3 Provisions and contingent liabilities)
The estimates used in preparing this consolidated financial statemets have mainly been used to determine the recoverable amount of the cash generating units (CGUs) to which goodwill or other assets with definite or indefinite useful lives are allocated for the purposes of periodic testing as required by IAS 36. In accordance with IAS 36, these assets should be measured at their recoverable value, using the higher of (i) their value in use or (ii) their fair value net of disposal costs. Estimating the value in use involves, first, identifying the expected future cash flows that each asset or cash generating unit (CGU) will produce in its current condition, based on the five-year plans (2023-2027) drawn up on the basis of the guidelines approved by the Board of Directors on 7 March 2023, and, second, determining an appropriate discount rate. The main uncertainties that could influence this estimate relate to determining the Weighted Average Cost of Capital (WACC) and the long-term growth rate (g-rate) of the cash flows beyond the explicit forecast period, the development of the industry markets and, therefore, the assumptions made in estimating the expected cash flows for the years explicitly forecast and the cash flows used to determine the Terminal Value. Estimating fair value, on the other hand, involves applying the measurement criteria and techniques envisaged by IFRS 13 to determine - using one or more measurement techniques designed to maximize the observable inputs - the price that would be received, as at the measurement date, from the sale of an asset or a group of assets in an orderly transaction between market participants on the main market for those assets.
As regards the main financial assets tested under IFRS 9, the general creditworthiness of the counterparties was not seen to have deteriorated significantly enough as to significantly impact the Expected Credit Losses, which have also been updated based on the market parameters observable at the date of this consolidated financial statements. Therefore, there were no significant impacts in terms of apply write-downs of recognised assets.
The impairment and recoverability assessment of the deferred tax assets recognized in the financial statements as at 31 December 2022, with particular reference to the carried forward tax losses generated in the Italian consolidated tax perimeter, took into consideration the taxable income on the basis of the five-year plans (2023-2027) used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods. The recoverability assessment also took into consideration the effects of the temporary differences on which deferred tax liabilities are recorded. In light of the tests conducted on this basis, the recovery period has been set at least ten years.
The estimates and assumptions above are periodically revised and the impacts of each change are recognised in the income statement.
3. SUMMARY OF ACCOUNTING STANDARDS AND MEASUREMENT BASIS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED AS FROM 1 JANUARY 2022
Since 1 January 2022, the following new accounting standards and/or amendments and interpretations of standards previously in force have become applicable.
On 14 March 2020, the IASB published the following amendments:
oAmendments to IFRS 3 Business Combinations: these amendments aim to update the outdated reference in IFRS 3 to the revised version of the Conceptual Framework, without significantly changing the requirements of IFRS 3.
oAmendments to IAS 16 Property, Plant and Equipment: These amendments aim to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
oAmendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: These amendments clarify that estimations of the possible cost of a contract must take into account all costs directly attributable to the contract. Consequently, evaluating the possible cost of a contract includes not only incremental costs (e.g. the cost of direct material used in processing), but also all costs that the Company cannot avoid due to having signed the contract (e.g. depreciation of machinery used to fulfil contractual obligations).
oAnnual Improvements 2018-2020: Amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and Illustrative Examples of IFRS 16 Leases.
The adoption of these amendments has had no impact on the Group's consolidated financial statements.
Financial statements
The Consolidated Statement of Financial Position has been prepared according to the requirements of presenting current and non-current assets and liabilities separately. An asset is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be realised, or intended to be sold or consumed, in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be realised within twelve months after the end of the reporting period; or
\u2212it is cash or a cash equivalent, unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All assets other than those meeting one of the criteria set out above are classed as non-current.
A liability is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be settled in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be settled within twelve months after the end of the reporting period; or
\u2212the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets (liabilities) are classified as non-current assets (liabilities).
The Statement of Income has been prepared by allocating costs based on their nature, using the same methodology as the Group\u2019s internal reporting and in line with the prevailing international practices in the industry. Income is presented as Operating Result and Profit Before Tax. Operating Result is the difference between Revenues from sales of goods and services, Other income and operating costs (the latter of which include non-monetary costs relating to amortisation, depreciation and impairments of current and non-current assets, net of any reversal).
The Statement of Comprehensive Income shows the gain and losses, after tax, which are recognized directly to shareholders\u2019 equity reserves as required or permitted by the various International Accounting Standards. These items are further divided into those that may be reclassified to the income statement in the future and those that cannot be reclassified. Each type of significant shareholders' equity reserve shown in the statement is accompanied by a reference to the explanatory notes below, which contain related information and breakdowns, and changes on the previous fiscal year.
The Statement of Cash Flow has been prepared using the indirect method, whereby Operating Result is adjusted to take into account non-cash revenue, deferrals or accruals of past or future operating cash receipts or payments, and income or expense items associated with investing or financing cash flows. Investments in television broadcasting rights are included within investment activities. Similarly, receipts and payments from the hedging of cash flows for foreign currency payments of television broadcasting rights are given the same classification as the hedged item, falling under cash flow from investments activities. Income and expenses relating to medium/long-term financing transactions and related hedging derivatives, as well as dividends paid, are included within financial activities.
The Statement of Changes in Shareholders' Equity shows the changes that have taken place in shareholders' equity items in relation to:
\u2212allocation of the profit of the Group Parent and subsidiaries for the period to shareholders;
\u2212breakdown of comprehensive income/loss;
\u2212amounts relating to transactions with shareholders;
\u2212purchases and sales of treasury shares;
\u2212impact from any changes to accounting standards.
PRINCIPLES AND SCOPE OF CONSOLIDATION
The Consolidated Financial Statements includes the financial information of MFE-MEDIAFOREUROPE N.V. and of the Italian and foreign companies over which MFE is entitled to exercise direct or indirect control, meaning that the investor is able to influence its returns (exposure or rights to variable returns) by exercising power, meaningthat it is able to direct the relevant activities of the controlled entity - i.e. the activities that significantly affect the investee's returns.Generally, the majority of the voting rights entails control. In support of this presumption and when the Group holds less than a majority of the voting rights (or similar rights), the Group considers other relevant facts and circumstances to determine whether it controls the investee, including:
\u2212contractual agreements with other holders of voting rights;
\u2212rights arising from contractual agreements;
\u2212voting rights and potential voting rights held by the Group.
The assets and liabilities, and the expenses and income of the subsidiaries, are consolidated line-by-line, meaning that they are included in their entirety in the consolidated financial statements. The carrying amount of these investments is offset against the corresponding portion of equity of the investee companies, giving each individual asset and liability item its current value at the date of acquisition of control (Purchase Method), or when the Full Goodwill Method is applied (an option that can be exercised separately for each individual business combination) by also recognising the amount of goodwill not belonging to the Group with an offsetting entry of the non-controlling interest in equity. The Group has not yet taken up this option. Any remaining difference, if positive, is recorded under the non-current asset item \u201cGoodwill\u201d and, if negative, is recognised as income in profit and loss.
In the case of acquisitions of controlling investments with the same ultimate parent company (business combination under common control), which are excluded from the scope of obligatory application of IFRS 3, and in the absence of specific IAS/IFRS standards or interpretations for these types of operations, the principle of carry-over method is generally considered to apply, taking into account the provisions of IAS 8. According to that principle, the assets and liabilities must be transferred to the acquirer\u2019s financial statements for the amounts recorded in the consolidated financial statements as at the date of the transfer of the ultimate parent company of the parties that carry out the business combination, with any difference between the consideration paid for the investment and the carrying amount of the assets recognised in the relevant Group shareholders\u2019 equity reserve.
In preparing the consolidated financial statements, all receivables, payables, costs and revenues between consolidated companies, as well as unrealised profits on intercompany operations, have been eliminated.
The amounts of shareholders\u2019 equity and income for the period of the consolidated companies belonging to non-controlling shareholders are identified and shown separately in the Consolidated Statement of Financial Position and the Consolidated Statement of Income.
In the event of a loss of control, the difference between the fair value of consideration received and the carrying amount of consolidated net assets is recognised in profit and loss. If the set of activities discontinued constitutes a material business (a business sector or a business unit), this difference is posted to Net profit/(loss) from discontinued operations., together with the profit or loss generated by the discontinued activities up until the date of deconsolidation. Changes resulting from purchases or sales of non-controlling interests held in subsidiary companies are treated as transactions with shareholders, as long as they do not result in a loss of control. Consequently, the difference between the fair value of the consideration paid or received for these transactions and the adjustment made to minority interests is recognised under Reserve for transactions with non-controlling interest (including under \u201cOther Reserves\u201d) of the shareholders\u2019 equity of the holding company. Likewise, in accordance with IAS 32, transaction costs must also be recognised in shareholders\u2019 equity.
The assets and liabilities of foreign companies that fall within the scope of consolidation and that originate in currencies other than the Euro, including goodwill and fair value adjustments of the assets and liabilities identified at the time of allocation of the price paid in a business combination, are translated using the spot exchange rates at the financial statement reporting date; income and costs, on the other hand, are translated at the average exchange rate for the year. Any translation differences that arise from applying these methods are recognised under a special shareholders\u2019 equity reserve until the investment is sold.\u00a0The associates and joint ventures are recognised in the consolidated financial statements using the equity method, as described in the Equity investments item below.
Pursuant to IAS 28, an associate is a company in which the Group is able to exercise significant influence, but not control or joint control, by participating in decisions regarding the financial and operational policies of the investee.
On the other hand, with reference to IFRS 11, a joint venture is an arrangement whereby the parties that have joint control have rights to the net assets of the arrangement (shareholders' equity).
Joint control is defined as the contractually agreed sharing of control of an arrangement, which exists only when the significant decisions relating to the activity require the unanimous consensus of all parties sharing control.
Goodwill
The goodwill resulting from the acquisition of control of an investment or of a business unit is the excess of the acquisition cost, understood as being the consideration transferred in the business combination, plus the fair value of any investment that was previously owned in the acquired business, over the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business at the date of acquisition.
For the purposes of calculating goodwill, the consideration transferred in the business combination is calculated as the sum of the fair values of the assets transferred and the liabilities assumed by the Group at the date of acquisition and of the capital instruments issued in exchange for the control of the acquired entity, also including the fair value of any contingent considerations subject to conditions established in the acquisition agreement.
Any goodwill adjustments may be recognised in the measurement period (which cannot be more than one year from the date of acquisition) that are due to either subsequent changes in the fair value of the contingent considerations or to the calculation of the fair value of the assets and liabilities acquired, if recognised only provisionally at the date of acquisition and when these changes are calculated as adjustments based on additional information regarding facts and circumstances existing at the date of the business combination.
Any subsequent differences compared to the initial estimate of the fair value of liabilities for contingent considerations are recognised in the income statement, unless they derive from additional information existing at the acquisition date (in which case they can be adjusted within 12 months from the acquisition date). Likewise, any rights to receive back some parts of the consideration paid if certain conditions arise must be classified as assets by the acquirer.
The transaction costs for business combinations are recognised in the accounting period when they are incurred, with the exception of those incurred for issuances of debt securities or shares that must be recognised in accordance with IAS 32 and IFRS 9.
In the case of acquisition of controlling interests of less than 100%, the goodwill and the corresponding non controlling interest in the goodwill can be calculated at the acquisition date either with respect to the percentage control acquired (partial goodwill) or by measuring the fair value of the non controlling shareholdings (full goodwill method).
The measurement method can be chosen from time to time for each transaction.
For step acquisitions of controlling interests the acquirer must recalculate the fair value of the previously held interest, up till that time, recognised, depending on the case, in accordance with IFRS 9 \u2013 Financial Instruments, in accordance with IAS 28 \u2013 Investments in Associates and Joint Ventures or in accordance with IFRS 11 \u2013 Joint arrangements, as if it had been sold and reacquired at the date when control was acquired, recognising any gains or losses resulting from that measurement in the income statement. In addition, in these circumstances any amount previously recognised in shareholders\u2019 equity as Other comprehensive income and losses must be reclassified to the income statement, except where the investment is designated as a financial asset measured at FVOCI without recycling to profit and loss.In the case of disposal of controlling interests, the remaining amount of goodwill attributable to the interests is included in the calculation of the gain or loss from disposal.
The goodwill recognised as a result of business combinations taking place before 1 January 2010 has been treated in accordance with the criteria laid down in the previous version of IFRS 3, which required:
- for acquisition of controlling interests of less than 100%, calculation of goodwill based on the proportional amount of the fair value of the identifiable net assets acquired;
- for step acquisitions of controlling interests, the calculation of goodwill as the sum of the fair values generated separately with each transaction;
- the inclusion of transaction costs in the amount of the acquisition cost;
- the recognition of contingent considerations at the acquisition date only if their payment was considered probable and their amount could be reliably determined; if detected later, these were recognised as an increase in goodwill.\u00a0
CHANGES IN ACCOUNTING ESTIMATES
In accordance with IAS 8, these items are recognised in the income statement on a prospective basis starting from the accounting period in which they are adopted.
NEW EU-ENDORSED IFRS ACCOUNTING STANDARDS, INTERPRETATIONS AND AMENDMENTS NOT YET MANDATORY AND NOT ADOPTED EARLY BY THE GROUP
The endorsed standards issued but not yet effective at the date of preparation of the Group\u2019s financial statements are listed below. The Group does not intend to adopt these principles in advance. The directors do not expect the adoption of these amendments to have any significant effect on the Group's consolidated financial statements.
On 18 May 2017,the IASB published its standard IFRS 17 Insurance Contracts, which will replace IFRS 4 Insurance Contracts.
This new principle aims to ensure that entities provide relevant information that faithfully represents the rights and obligations under the insurance contracts entered into. The IASB developed the standard to eliminate inconsistencies and weaknesses in existing accounting policies by providing a single principle-based framework to account for all types of insurance contracts, including reinsurance contracts held by an insurer.
The new standard also includes presentation and disclosure requirements to improve comparability among entities in this sector.
The new standard measures insurance contracts under the general model or using a simplified version of it known as the Premium Allocation Approach (\"PAA\").The PAA allows entities to measure the liability for remaining coverage of a group of insurance contracts on the condition that, at the time initially recognised, the entity expects that this liability will be a reasonable approximation of the general model. Contracts with a coverage period of one year or less are automatically eligible for the PAA. The simplifications arising from the PAA do not apply to the measurement of liability for incurred claims, which are measured under the general model. However, there is no need to discount those cash flows if the balance is expected to be paid or received in one year or less from the date the claims are incurred.
An entity must apply the new standard to: insurance contracts, including reinsurance contracts, it issues; reinsurance contracts it holds; and investment contracts with discretionary participation features (DPFs) it issues.
The standard will apply from 1 January 2023, but earlier application is permitted if the entity applies IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts. The directors do not expect the adoption of this standard to have any significant effect on the Group's consolidated financial statements.
On 9 December 2021, the IASB published an amendment entitled \"Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information\u201d. The amendment introduces an alternative transition approach for comparative information about financial assets presented at the IFRS 17 initial application date. The amendment aims to avoid temporary accounting mismatches between financial assets and insurance contract liabilities so as to make the comparative information more useful to readers of the financial statements. The amendments will apply from 1 January 2023, together with the application of IFRS 17. The directors do not expect the adoption of this amendment to have any significant effect on the Group's consolidated financial statements.
On 12 February 2021, the IASB published two amendments entitled \"Disclosure of Accounting Policies\u2014Amendments to IAS 1 and IFRS Practice Statement 2\u201d and \u201cDefinition of Accounting Estimates\u2014Amendments to IAS 8\u201d. The amendments are intended to enhance the disclosure of accounting policies so as to provide more useful information to investors and other primary users of financial statements and to help companies distinguish between changes in accounting estimates and changes in accounting policies. The amendments will apply from 1 January 2023, but early adoption is permitted. The directors do not expect the adoption of these amendments to have any significant effect on the Group's consolidated financial statements.
On 7 May 2021, the IASB published an amendment entitled \"Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction\u201d. The amendment clarifies how deferred taxes should be recognised for particular transactions for which an entity recognises both an asset and a liability of equal amounts, such as leases and decommissioning obligations. The amendments will apply from 1 January 2023, but early adoption is permitted. The directors do not expect the adoption of these amendments to have any significant effect on the Group's consolidated financial statements.
New IFRS accounting standards, interpretations and amendments not yet endorsed by the European Union
The standards issued but not yet endorsed at the date of preparation of the Group\u2019s financial statements are listed below. The Group is still assessing the impact of these amendments on its financial position or operating results, in so far as they are applicable.
On 23 January 2020, the IASB issued an amendment called \"Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current\u201d. The amendment aims to clarify how current and non-current payables and other liabilities are classified. The amendments will enter force on 1 January 2023; however, companies may choose to adopt them early.On 22 September 2022, the IASB issued an amendment called \u201cAmendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback\". The amendments require a seller-lessee to measure the lease liability arising from a sale and leaseback transaction in a way that does not result in recognition of any gain or loss that relates to the right of use it retains. The amendments will apply from 1 January 2024, but early adoption is permitted. The directors are currently evaluating the possible effects of the introducing this amendment for the Group's consolidated financial statements.
4. KEY INFORMATION RELATING TO THE SCOPE OF CONSOLIDATION
IFRS 10 requires an investor, when assessing whether it controls an investee, to focus on the activities that significantly affect the investee's returns and to take into account substantial rights only; i.e. rights that confer current ability to direct relevant activities of the subsidiary
As required by IFRS 10, paragraph B80 et seq., the control requirement was reassessed this year to verify the conditions that had led to classification of subsidiaries, associates and joint ventures. No events or circumstances arose in 2022 to alter the conclusions reached in previous financial years as regards the following companies:
\u2212The companies Boing SpA (51% shareholding), Mediamond SpA (50% shareholding), Fascino S.r.l. (50% shareholding), Tiv\u00f9 S.r.l. (48.16% shareholding) and European Broadcaster Exchange Ltd (EBX) (25% shareholding) are joint ventures of the Group, as arrangements whereby the parties that have joint control of the arrangement have rights over the net assets of the arrangement, which are therefore accounted for by using the equity method.
The most significant transactions regarding the scope of consolidation occurred during the year are listed below.
Incorporation, acquisition of new companies, capital increases and sale of subsidiaries or interests in subsidiaries
Public purchase and exchange offer for all shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA
On 14 March 2022, the Board of Directors of MFE-MEDIAFOREUROPE N.V. (\u201cMF\u201d) approved the launch of a Voluntary Public Purchase and Exchange Offer (the \u201cOffer\u201d) for the entirety of non-controlling shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA (\u201cMES\u201d). The Offer was for a total of 138,763,426 ordinary shares, corresponding to 44.31% of the company\u2019s share capital. The anticipated price was EUR 5.613 per share, split into a cash component of EUR 1.860 per Mediaset Espa\u00f1a Comunicaci\u00f3n SA share, covered by a guarantee issued by five Italian and Spanish banks, as well as an equity component (4.5 MFE-MEDIAFOREUROPE N.V. ordinary A-class shares, corresponding to EUR 3.753, for every Mediaset Espa\u00f1a Comunicaci\u00f3n SA share; and, therefore, 9 MFEMEDIAFOREUROPE N.V. ordinary A-class shares for every 2 Mediaset Espa\u00f1a Comunicaci\u00f3n SA shares). Regarding this latter component, on 27 April 2022 MFE\u2019s Shareholders' Meeting, which approved the Offer, resolved to issue up to 624,435,408 ordinary A-class shares each with a par value of EUR 0.06 (including any consideration due in connection with any squeeze-out procedures following the settlement of the share part of the Offer) and to limit or exclude any option rights in connection with those shares.
On 26 May 2022, the Spanish Financial Markets Authority (Comisi\u00f3n Nacional del Mercado de Valores or \"CNMV\") authorised the Offer.N 6 June 2022, MFE signed a cooperation agreement with MES regarding the Voluntary Public Purchase and Exchange Offer for all MES shares not subject to lock-up. This agreement increased the cash component of the Offer by more than 16%, from EUR 3.72 to EUR 4.32 for every two Mediaset Espa\u00f1a shares (equal to EUR 2.16 per one share) Consequently, the bank guarantees already provided were increased to EUR 299.9 million. In turn, the board of directors of Mediaset Espa\u00f1a committed to issuing a report favourable to the Offer. The CNMV approved the supplement to the offer document on 9 June 2022, setting the expiry date of the Offer endorsement period at 1 July 2022.
On 7 July 2022, the CNMV announced the results of the Voluntary Public Purchase and Exchange Offer for shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA (the \u201cOffer\u201d), which had been endorsed by 61.45% of the target shares. Following this outcome, MFE announced that it would waive the condition whereby the Offer would only go through subject to achieving the minimum endorsement threshold set at the Offer\u2019s launch (meaning that MFE's stake in MES would increase from 55.69% to 85%). Therefore, the Board of Directors of MFE resolved to issue 383,678,784 new MFE A-Class Shares, which would be allotted to the MES shareholders who endorsed the Offer.
As a result of this transaction, MFE's controlling interest in MES changed from 55.69% to 82.92%. The transaction was recognised in MFE\u2019s consolidated financial statements as an equity transaction. Therefore, the EUR 20.8 million positive difference between the total consideration recognised for the transaction on the one hand (which includes the EUR 184.2 million cash component and the EUR 171.9 million fair value of the newly issued MFE A-Class Shares as at the effective transaction date) and the net book value of the non-controlling interest in MES at 30 June 2022 on the other (27.23%), was recognised as a reduction of Other Reserves in Group shareholders' equity.
On 15 December 2021, taking effect on 1 January 2022, RTI S.p.A, which already held an 80% stake in Monradio S.r.l. (parent company of radio station R101), acquired the remaining 20% of the company from Arnaldo Mondadori SpA
On 1 January 2022, Mediaset Italia SpA changed its name to Mediaset SpA
Since 1 January 2022, Digitalia'08 directly manages the radio advertising sales of the Group's broadcasters and of some third-party broadcasters following its acquisition, on the same date, of the relevant business unit from Mediamond. For accounting purposes, this transaction is classified as a business combination under common control. As a consequence, the EUR 1.0 million in positive difference between the consideration paid and the fair value of net asset acquired is recognised through a reduction in shareholders\u2019 equity.
On 24 January 2022, Mediaset Espa\u00f1a established the company Engage2021 S.L.U. and Social Halo 2021 S.L.U. through its subsidiary Aninpro Creative, S.L Both were consolidated on a line-by-line basis.
On 26 January 2022, Mediaset Espa\u00f1a established the company Social 15D 2021 S.L.U. through its subsidiary Aninpro Creative, S.L. This company is consolidated on a line-by-line basis.
On 2 December 2022, Mediaset Investment N.V.was placed in liquidation.
On 6 December 2022, R2 S.r.l. was merged into RTI SpA The legal effects of the merger apply from 13 December 2022, while the accounting and tax effects of the merger apply from 1 January 2022.
Incorporation, acquisition of new companies, capital increases and sale of associatesOn 10 February 2022, associate company Alea Media S.A. established the company Alea Silencio S.L.U. This company has been consolidated using the equity method.
On 1 March 2022, the subsidiary Publieurope LTD purchased a 30% stake in Action Media Limited, which subsequently changed its name to Dr Podcast Audio Factory Limited on 8 March 2022.
On 21 June 2022, Pagoeta S.L.U \u2013 held through associate company Alea Media S.A. \u2013 was liquidated.
In December 2022, associate company Alea Media S.A. established the company Alea Yo Adicto S.L.U. This company has been consolidated using the equity method.
Incorporation, acquisition of new companies, capital increases, sale of and changes in non-controlling interests
Equity investment in ProSiebenSat1 Media SE
In the first half of the year, MFE-MEDIAFOREUROPE N.V. (\u201cMFE\u201d) increased its stake in ProSiebenSat1 Media SE (\u201cPS71\u201d), acquiring 1.11% of share capital. As a consequence, the Group\u2019s aggregated shareholding increased to 25.01% of share capital (25.74% of voting rights excluding treasury shares), of which 24.26% by direct investment and 0.74% through financial instruments.
On 1 November 2022, MFE entered into a financial instrument (reverse collar \u2013 cash and physical settled option) with a primary financial counterpart to hedge a future PS71 share acquisition which would have given the Group up to 29.0% of share capital (29.9% of voting rights excluding treasury shares), of which 22.72% by direct investment and 6.29% through financial instruments. This share acquisition would have been subject to the sole condition of obtaining the authorisation of the European and Austrian antitrust authorities as the total shareholding (both direct and indirect through the subsidiary Mediaset Espa\u00f1a) could have meant \"de facto control\" by MFE, based on the average historical shares held at the general meetings of P7S1 in the last three years. As of 31 December 2022, the conditions precedent for executing the purchase options under the reverse collars had not yet been met.
On 17 February 2023, this structure was changed to a binding purchase agreement to acquire 3.86% of the share capital of PS71 (approximately 4.0% of voting rights excluding treasury shares). The original financial instrument hedging the purchase price was maintained, although limited to the cash settlement option. This acquisition is also subject to authorisation by the European and Austrian antitrust authorities. On 3 March 2023, the Directorate-General for Competition of European Commission as a consequence of the entry into the shareholding structure of PS71 of an investor who had acquired a stake of approximately 10% of the company's share capital (and voting rights) just a few weeks previously, declared to MFE that the above mentioned shares purchase agreement does not lead to the acquisition of de facto sole control of P7S1 and that there is, therefore, no obligation to notify the transaction under EU merger control rules. Subsequently, also the Austrian Federal Competition Authority, duly informed about the content of the above EU Commission statement, with letter dated March 17 2023, declared to take note of the content of the EC communication.
IAS 28 (Investments in Associates and Joint Ventures) provides that where an entity directly or indirectly holds and can exercise 20% or more of the voting power of the investee at a general meeting, the reporting entity will be presumed to have significant influence over that investee. At the reporting date of these Consolidated Financial Statements, the directors of MFE, in line with the assessments previously carried out up to 31 December 2021and taking into account the facts and circumstances that have subsequently occurred, verified that MFE does not and cannot exercise significant influence of any kind (actual or potential) over the investee. IAS 28 also provides that, irrespective of the shareholding held, significant influence exists where any of the following circumstances are met:- (a) representation on the board of directors or equivalent governing body of the investee;
- (b) participation in the policy-making process, including participation in decisions about dividends or other distributions;
- (c) material transactions between the entity and the investee;
- (d) interchange of managerial personnel;
- (e) provision of essential technical information.
Specifically with regard to indicators (a) and (b) above, after considering all constituent part of the governance model and the policy-making process and system of PS71, it was concluded that, as at the reporting date of the 2022 Consolidated Financial Statements, MFE had not appointed or nominated any independent members to the relevant governing bodies of ProSiebenSat.1 Media SE, nor was it eligible to do so unilaterally (taking into account the sum of the voting power of MFE and MES and the percentage shareholding held by shareholders at general meetings in recent years. Therefore, based on their exercisable voting rights, MFE and MES were not and are not currently in a position to participate in and/or contribute to PS71's key financial and operational decisions in any way.
As regards indicator (c) \u201dmaterial transactions between the entity and the investee\u201d, there were no significant transactions between MFE/MES and PS71 either before or after exceeding the 20% threshold.
As regards indicator (d) \u201cinterchange of managerial personnel\u201d, there was no interchange (before or after exceeding the 20% threshold) of directors or managerial personnel between MFE/MES and PS71, and there is currently no interchange (at the approval date of this consolidated financial statements) of directors or managerial personnel.
As regards indicator (e) \u201cprovision of essential technical information\u201d, no essential technical information of PS71 was (before or after exceeding the 20% threshold) or is (at the approval date of this consolidated financial statements) available to MFE or MES, nor is MFE or MES entitled to obtain such information as a result of their investment in PS71.
In carrying out this assessment as required by IAS 28, the existence and effect of potential voting rights that are currently exercisable or convertible, including potential voting rights held by other entities, were considered. For significant influence to exist, potential voting rights must be currently exercisable or convertible. They cannot be considered if they can only exercised or converted after a future date or future event.
Based on these assessments it was determined that as at 31 December 2022 elements that would indicate the exercise of significant influence did not exist.
Therefore, in preparing these 2022 financial statements, the accounting treatment already adopted in the past year under IFRS 9 was maintained whereby the carrying value of investments and related hedging derivatives are recognised at fair value through Other Comprehensive Income, with no recycling to profit and loss, with only the dividends recognised in profit and loss.
MFE's directors will continue to make such assessments on an ongoing basis to ascertain the most appropriate accounting policies to apply from time to time, also considering any possible new events that may change MFE's ability to participate in the investee\u2019s financial and operational decisions.
Other equity investments
On 7 June 2022, the subsidiary RadioMediaset SpA purchased a 5% stake in the company Radio Digitale S.r.l.
On 26 July 2022, the subsidiary RadioMediaset SpA purchased 15% of the share capital of Genetiko Communication SpA
Notable transactions by AD4Venture included the following:
During the first quarter, the subsidiary RTI SpA transferred its investment in Styleremains GMBH to Rebelle AG. Following this transaction, RTI now holds a 5.21% stake in Rebelle AG. During the third quarter, RTI SpA sold its investment in Rebelle AB to third parties.
During the second quarter, the stake held by RTI SpA in ITravel Group S.A. decreased from 2.59% to 2.0%.
During the second quarter, RTI SpA sold its 3.62% stake in Check Bonus S.r.l.
In the second quarter of 2022, subsidiaries RTI SpA and Advertisement 4 Adventures SLU signed off the acquisition of a 0.36% stake in Zandivio Ltd (Smile2Impress), Europe's leading next-generation digital orthodontics company specialising in invisible aligners to improve and perfect smiles. In the fourth quarter, the investment held by RTI SpA decreased from 0.36% to 0.33%, while that held by Advertisement 4 Adventures SLU increased to 0.63%.
On 10 October 2022, RTI SpA and Advertisement 4 Adventures SLU subscribed to 3.44% and 6.88%, respectively, of the share capital of Altania del Mar SL, a platform of online psychologists.
In the fourth quarter of 2022, the subsidiary Advertisemet 4 Adventures SLU acquired 0.32% of the share capital of the Grover Group GMBH. This investee operates in the consumer technology sector through subscriptions to technological devices and gadgets.
In the fourth quarter of 2022, the investment of RTI SpA in Satispay S.p.A. decreased from 0.80% to 0.31% of share capital following transfer of some shares to third parties and dilution due to the entry of new shareholders.
Financial information of subsidiaries with material non-controlling interestThe table below shows the main statement of income, statement of financial position figures for the subsidiaries that have material non-controlling interests, as required by IFRS 12, paragraph 12, and paragraph B10 of the Operating Guide.
Mediaset Espa\u00f1a Group
Non-controlling interests in net profit for the year
Non-controlling interests in share capital, reserves and retained earnings
Other Comprehensive Income/(loss)
Total Comprehensive Income
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Financial information of material associates and joint venturesThe table below shows the main figures from the statement of income, statement of financial position for the main associates and joint ventures, based on the carrying amount of the investments held in those companies and to their contribution to the Group\u2019s profits, as required by IFRS 12, paragraph 20 and paragraphs B12 and B13 of the Operating Guide.
Cash and cash equivalents
Current financial liabilities:
Non-current financial liabilities
Profit or (loss) for the year
Other Comprehensive Income Statement items
Comprehensive Statement of Income
Amortisation and depreciation
EITowers is a subsidiary, based in Lissone (province of Monza-Brianza) of the F2iSGR private equity fund, which is 40%-owned by MFE-MEDIAFOREUROPE N.V. The EI Towers Group is one of the largest operators in integrated service network infrastructure for electronic communications, serving radio and television broadcasters and mobile and wireless telecommunications providers under long-term agreements. Under a multi-year full-service agreement running from 1 July 2018 to 30 June 2025 and renewable for a further seven years subject to renegotiation of a new price during the agreement\u2019s last 12 months, EI Towers offers hosting, assisting and maintenance services, the design of transmission equipment and broadcast contribution management to Elettronica Industriale, a MFE Group network operator, and provides hosting and maintenance services for the radio broadcasting equipment of the Group\u2019s broadcasters.
Mediamond SpA is a sales house equal joint venture between Publitalia\u201980 and Mondadori Pubblicit\u00e0 specialised in selling Group\u2019s television and video websites and on websites of Mondadori Group agencies, as well as selling advertising space with third-party broadcasters. Boing SpA is a joint venture between RTI SpA (51%) and Turner Broadcasting System Europe (49%), producing and managing two free-to-air children\u2019s channels, Boing and Cartoonito, which have been broadcast on the digital terrestrial platform since 2004 and 2011, respective
5. SEGMENT REPORTING
As required under IFRS 8, the following information relates to the operating segments identified on the basis of the Group\u2019s present organisational structure and internal reporting system.
The Group\u2019s main operating segments, already included in the analysis of results contained in the Directors\u2019 Report on Operations, are the same as the geographical areas (Italy and Spain) identified according to the location of operations.
The following paragraphs contain the information and reconciliations required under IFRS 8 in relation to profits, losses, assets and liabilities, based on this segmentation process. The information can be extrapolated from the two sub-consolidated financial statements prepared at that level.
Geographical sectors
The following tables report key financial information for the two geographical operational areas of Italy and Spain, as at 31 December 2022 and 2021 respectively.
The tables have been prepared on the basis of specific sub-consolidated financial statements in which the carrying amount of the equity investments held by companies belonging to a segment in companies belonging to another segment have been kept at their respective purchase cost and eliminated upon consolidation. Likewise, in the sector income statement, income and expenses (relating to any dividends received from these investments) have been included under Income/(expenses) from other equity investments.
In particular, the inter-segment assets figures relate to the elimination of equity investments recognised under the assets of the Italy geographic sector in Mediaset Espa\u00f1a.
The net consolidated revenues of both sectors are given without any specific breakdown of their nature since this information, already reported at Group level (see note 6.1 and 6.2), is not considered to be relevant given the location of the group's activities in the same macro-economic area (South Europe). The breakdown between advertising revenues and other revenues streams, more useful for understanding the business trend in the two business areas, is however already reported in the Directors' Report on Operations.
Non-monetary expenses relate to the provisions and the costs of medium/long-term incentive plans.
Eliminations/ Adjustments
MAIN INCOME STATEMENT FIGURES
Revenues from external customers
Consolidated net revenues
Financial income/(losses)
Result from investments accounted for using the equity method
Income/(expenses) from other equity investments
Attributable to:
- Equity shareholders of the parent company
- Non-controlling Interests
Property, plant and equipment
Investments in associates and joint venture
Investments in tangible and intangible non current assets (**)
Amortisation and depreciation
Other non monetary expenses
(*) other than Other financial assets and Deferred tax assets
(**) Includes the change in \u201cAdvances for television rights acquisitions\u201d
Eliminations/ Adjustments
MAIN INCOME STATEMENT FIGURES
Revenues from external customers
Consolidated net revenues
Financial income/(losses)
Result from investments accounted for using the equity method
Income/(expenses) from other equity investments
Attributable to:
- Equity shareholders of the parent company
- Non-controlling Interests
Property, plant and equipment
Investments in associates and joint venture
Investments in tangible and intangible non current assets (**)
Amortisation and depreciation
Other non monetary expenses
(*) other than Other financial assets and Deferred tax assets
(**) Includes the change in \u201cAdvances for television rights acquisitions\u201d
The following table shows the cash flow statement for each geographical area. Cash Flow Statement (geographical breakdown)
+ Depreciation, amortisation and impairments
+ Other provisions and non-cash movements
+ Change in working capital
Net cash flow from/(used) operating activities [A]
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from the sale of fixed assets
Payments for investments in television rights
Payments for investments in other fixed assets
Proceeds from government grants
Proceeds/(Payments) for hedging derivatives
Payments for equity investments in associates and joint venture
Proceeds/(payments) in other financial assets
Business combinations net of cash and cash equivalents acquired
Net cash flow from/(used) in
investing activities [B]
CASH FLOW FROM FINANCING ACTIVITIES:
Change in treasury shares of the parent company and subsidiaries
Reimbursement of payments
Changes in other financial liabilities
Change in controlling interest/consolidation area
Net cash flow from/(used) in
financing activities [C]
CHANGE IN CASH AND CASH
EQUIVALENTS (D=A+B+C)
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR [E]
CASH AND CASH EQUIVALENTS AT THE
END OF THE YEAR [F=D+E]
NOTES ON THE MAIN ITEMS OF THE STATEMENT OF INCOME6. INCOME STATEMENT
6.1 REVENUES FROM SALES OF GOODS AND SERVICES
The revenues from sales and services are recognised, respectively, when control is actually transferred as a result of the transfer of ownership or provision of the service.
In particular, the main streams of revenue generated by the Group's activities are recognised and reported according to the following criteria:
Advertising revenues (TV and other advertising revenues) are recognised at the moment the advertisement or commercial spot appears; Revenues from the sale of advertising under barter operations and, correspondingly, the costs of the merchandise, are recognised at fair value to take into account the estimated realisable value of the merchandise.
The sale of goods are recognised at the moment they are shipped or delivered (depending on how the actual transfer of control is governed by specific contractual provisions and terms of trade);
Sale of television broadcasting rights and productions, even for limited use periods, which result in the transfer of control of the asset to the sub-licensee, are fully recognised from the start of the period of the transferred use (or when the sub-licensee can start benefitting from the right to use them);
Pay streaming service: income from pay TV subscriptions is recognised as accrued on a time basis from the contract start date.
Revenues are shown net of returns, discounts, allowances and premiums, as well as any directly linked tax charges.
The main types of activities that fall within each major revenue stream are given below.
Revenues from the sale of television advertising include the revenues, net of agency commissions, from the sale of advertising space on free-to-air networks by Publitalia \u201980 S.p.A.; revenues from the sale of advertising space on pay-TV channels broadcast via digital terrestrial technology by Digitalia \u201808 S.r.l.; and revenues from the sale of advertising space on Spanish broadcasters of the Mediaset Espa\u00f1a Group by Publiespa\u00f1a S.A. and Publimedia S.A.
Other advertising revenues relate to amounts due to the Group as revenues from radio advertising space on proprietary websites granted exclusively to the joint venture Mediamond, as well as revenues for teletext commercial services and advertising revenues from non-TV media, earned by Publieurope Ltd. and Publimedia S.A and revenues collected for third parties.
Revenues from the sale of TV rights and television productions mainly include revenues from the multi-platform sale of content and the sale of movie rights for home video and television.
Revenues from the Group\u2019s Pay streaming service mainly refer to the non-linear content and services on Infinity streaming platforms in Italy and on Mitele PLUS in Spain.
Revenues from construction and maintenance of television equipment mainly relate to the income for the use of transmission capacity on digital terrestrial television networks. This item also includes revenues from the sale of equipment by Elettronica Industriale S.p.A. to external customers.
Movie distribution revenues refer to the rental of movies to cinema operators throughout Italy by Medusa Film and Spain byTelecinco Cinema.
Other revenues mainly includes royalties relating to merchandising, income from telephone traffic originating from the interaction with various TV productions on the Mediaset and Mediaset Espa\u00f1a networks, and the sale of multimedia content and services to telephone service providersThe breakdown of these revenues is provided below, highlighting the main types at a consolidated level; Providing a breakdown of their nature is not considered to be relevant for the two operating segments given the location of the group's activities in the same macro-economic area (South Europe). The breakdown between advertising revenues and other revenues, which is more useful for understanding the business trend in the two areas of Italy and Spain, is however reported in the Directors' Report on Operations.Other advertising revenues
Sale of TV rights and productions
Construction, rental and maintenance of TV equipment
Movie distribution revenues
The decrease in the TV advertising revenues is substantially due to the trend in the advertising market as a whole, but is offset by the activities managed by concessionaire Digitalia '08 in relation to the advertising sales of Dazn channels under agreement signed for Serie A three seasons commencing 2021-2022.
The increase in Other advertising revenues refers to sales relating to the Group's websites and web properties (managed under a sub-concession in Italy by the joint venture Mediamond and in Spain) and sales relating to the Group\u2019s radio stations. This latter activity has been managed directly by the Group's concessionaire Digitalia '08 since 2022.
The decrease in Sale of rights and television productions revenues for the year can mainly be attributed to the lower proceeds, the absence of revenues under exclusive agreements to sublicense to Sky the Cinema and TV Series Premium channels ending at the beginning of 2022.
The year-on-year decrease Construction, rental and maintenance of television equipment revenues can mainly be attributed to the discontinuations of transmission capacity rent agreements with third party operators that reached their end date during the course of the year.
The increase in Movie distribution revenues is due to the post-pandemic resumption of movie industry activities and the gradual return to normality during 2022.
Revenue breakdown by geographical area
Below is a breakdown of revenues by geographical area, according to the customer\u2019s country of residence:
Concentration of revenues
None of the revenues generated from individual customers amounts to or exceeds 10% of the net consolidated revenues.
6.2 OTHER INCOME
Other income iso recognised when control is actually transferred as a result of the transfer of ownership or provision of the service. This item mainly includes non-core revenues and income, revenues from leases, property rentals and prior years' income.
Government grants (grants related to income) obtained for investments in cinema installations and productions are recognised in the financial statements when there is reasonable certainty that the company will satisfy all the conditions required to obtain them and that they will actually be received. The grants are recognised in the income statement over the same period in which the related costs are recognised.
Gain from disposal of fixed asset
Income from rentals and leases
The change in Other income mainly relates to the recognition in the previous year\u2019s financial statements of the receipt of EUR 26.8 million in damages from Dailymotion under the settlement agreement signed on 3 May 2021 which put an end to the dispute between the MFE Group and the Vivendi Group.
6.3 PERSONNEL EXPENSES Personnel expenses consist of the remuneration in cash or in kind paid to employees for the services provided (other than retirement or post employment benefits). In particular, this item comprises: Wages, salaries and productivity bonuses accrued during the year, holidays accrued and not taken by employees, one-off bonuses, social security and welfare contributions. Personnel expenses are defined by employment contracts. No actuarial assumptions are required to determine their amount. As \"short-term\" labour costs, these must be entirely recognised for the year to which they refer.
Medium/long-term incentive plans include share-based payments recognised pursuant to IFRS 2, as indicated in Note 14 Share-based payments.
Additional salary period (13th and 14th salary period)
Accrued and unused holiday
Social security contributions
Post-employment benefit plans
MLT incentive plans includes expenses accruing to the year 2022 for medium/long-term incentive plans awarded by the parent company in 2021 and 2022.
Other personnel expenses include leaving incentives and short-term benefits for employees (other than wages, salaries, contributions and paid leave), such as medical assistance, company cars, meal services and other free or subsidised goods and services. The item also includes compensation paid to salaried directors of Group companies, totalling EUR 4.9 million (EUR 4.5 million at 31 December 2021), of which EUR 4.4 million relating to the Mediaset Espa\u00f1a Group (EUR 3.7 million at 31 December 2021). It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised under Accruals/(Utilisations) of provisions, were reclassified.
The following table shows the details of the group's average workforce, determined on a full time equivalent (FTA) basis based on the business sector to which they belong attributable to the two main geographical areas, Italy and Spain in which the Group's activities are carried out. No employees work at companies with registered offices in the Netherlands, as the Group's actual and operating headquarters continue to be located in Italy and Spain.
6.4 PURCHASES, SERVICES AND OTHER COSTS
Costs are recognised in the income statement when they refer to goods and services used during the year.
Change in inventories of raw materials, semi-finished and finished products and increase in work in progress
Consultants, contractors and services
Making and purchases of productions
Broadcaster fees and guaranteed minimums
Advertising space and external relations
Electronic Data Processing Services
Research, training and travel expenses
Accruals/(Utilizations) of provisions
Total purchases, services, other costs
Purchases includes expenditures for the purchase of the raw materials and consumables used in staff and production activities (such as sets, costumes, awards) as well as those relating to the acquisition of TV rights licences with a duration of less than one year (such as rights to news and events) in the amount of EUR 44.5 million (EUR 47.6 million at 31 December 2021)
With reference to Cost for services:
-Consultants, contractors and services refers to professional service and advisor, corporate bodies fees, collaborators and temporary work expenses, artistic and journalistic collaborations.
-Making and purchases of productions refers to direct costs related to the creation of in-house productions and for purchase of productions from third parties;
-Other services mainly refers to EUR 95.0 million in trade association costs for the use of intellectual property rights (EUR 104.6 million in 2021), EUR 80.5 million in costs of maintaining networks, broadcasting equipment, property and IT systems (EUR 76.2 million in 2021) EUR 47.1 million in utilities (EUR 36.7 million in 2021), EUR 66.6 million in marketing service fees and costs (EUR 50.9 million in 2021), and EUR 98.0 million in other technical service, security and transportation fees (EUR 98.0 million in 2021).
Rentals includes EUR 116.9 million in costs relating to television signal transmission and the rental of tower for the two geographical areas of business (EUR 115.4 million at 31 December 2021), EUR 12.6 million in royalties (EUR 12.3 million in 2021) and EUR 21.2 million relating to rents mainly for television studios and equipment and office space (EUR 22.1 million in 2021).
Accruals/(Utilizations) of provisions includes provision (net of the reversal of the excess funds accrued in previous years) for onerous contracts in relation to some television productions or to reflect future expenses. It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised in this item, were reclassified under personnel expenses.
Other operating costs include indirect tax charges, donations and associative contributions and concession fees of which the main part relating to the contribution of 3% of the gross advertising sales of the Mediaset Espa\u00f1a Group in accordance with the industry sector law on funding public television.\u00a0
6.5 AMORTISATION, DEPRECIATION AND IMPAIRMENTS
Amortisation of TV and movie rights
Amortisation of other intangible assets
Amortisation of property, plant and equipment
Impairments /(Reversal) of TV and movies rights
Impairments /(Reversal) of other intangible assets
Impairments/(Reversal) of receivables
Total amortisation, depreciation and impairments
For commentary on changes in amortisation, deprecation and impairments, see the explanatory notes related to Property, plant and equipment and Intangible fixed assets below.
6.6 FINANCIAL EXPENSES Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
Interests on financial liabilities
From derivative instruments
Interests on financial liabilities includes interests relating to financial liabilities accounted under IFRS 16 (Lease) for an amount of EUR 1.3 million (EUR 1.5 million in 2021)
Other financial expenses include in 2021 the financial expenses associated with the collar contract entered into to hedge the fair value of the equity investment in ProSiebenSat.1 Media SE.
6.7 FINANCIAL INCOME
Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
Interests on financial assets
Income from derivative instruments
Dividends from FVTOCI investments
Income from derivative instruments included in 2021 income of EUR 20.4 million for the early termination of the reverse collar contract entered into in April 2020 by the parent company to hedge a further share purchase in ProsiebenSat1 Media SE.Dividends from FVTOCI (Fair Value Through Other Comprehensive Income) investments refer to the dividends due to MFE by the investee ProSiebenSat1 Media SA.
Foreign exchange gains and losses include the effects of derivatives relating to the hedging of foreign currency exposure connected to commitments for the future acquisition of rights (for the component not included in the hedging relationship), and the effect of derivatives used to hedge against fluctuations in the exchange rates on financial statement items (receivables and payables denominated in foreign currencies).
6.7.1 Financial Income/Expenses recognised according to IFRS 9 The table below summarises the financial income and expenses recognised in the income statement, classified by IFRS 9 category
IFRS 9 CATEGORIES AT 31 DECEMBER 2022
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
IFRS 9 CATEGORIES AT 31 DECEMBER 2021
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
Financial derivatives includes net financial income and expenses relating to derivatives used to hedge against the risk of fluctuating interest rates for medium/long term financial liabilities and against fluctuating exchange rates, as well as equity hedges.
Other financial income (expenses) primarily includes the effects of to the time discounting of post-employment benefit plans, interest relating to the time discounting of provisions for risks expiring after 12 months, and financial expenses on leases accounted for under IFRS 16. In particular this line item included the dividend income attributable to the MFE Group from investee ProSiebenSat.1 Media SE.
6.8 RESULT FROM INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHODThis item includes the portion of net result of companies accounted for by using the equity method, including any impairment or reversal, impairment of financial receivables for these investments recognised as other non-current financial assets, and gains/losses on equity investments not classified as FVTOCI instruments.
Result of equity investments accounted for using the equity method
Gain/(loss) from sale of equity investments
The result of Equity investments accounted for using the equity method mainly included expenses and income related to the pro-rata recording of the results of equity investments in associates and joint ventures. In particular:
oincome of EUR 14.0 million for the equity investment in EI Towers. Last year, the result amounting to EUR 99.6 million included the pro-quota capital gain realised by the associate following its sale of subsidiary Towertel.
oincome of EUR 1.3 million for the equity investment in La F\u00e1brica de la Tele;
oincome of EUR 5.9 million for the equity investment in Fascino PGT S.r.l.
oincome of EUR 0.8 million for the equity investment in Unicorn Content S.L;
6.9 INCOME TAXESCurrent income taxes are accrued, for each company, on the basis of the taxable income determined in accordance with current tax rates and laws currently in force, or essentially approved, at the end of the reporting period in the various countries, taking into account any applicable exemptions and tax credits due.
Tax expenses (foreign companies)
Accruals of deferred tax assets
Reversal from deferred tax asset
Reversal from deferred tax liabilities
Total deferred tax liabilities
IRES and IRAP tax expenses comprised the IRAP tax levied against Italian companies.
Prior year tax mainly includes expense generated as a result of the recalculation of taxes upon submission of the income tax return with respect to the amount recognised in the financial statements for previous years.
Substitute tax last year included the write-down in the credit for foreign tax payments recognised after the dividend was received by investee ProSiebenSat.1 Media SA.
Deferred tax assets and liabilities mainly show the movements for the year for the allocations and/or uses generated as a result of changes in the temporary differences between the taxable base and the carrying amount of assets and liabilities. Deferred tax assets included the EUR 0.8 million accruals following the negative taxable income generated during the years by companies scoped into the Italian tax consolidation arrangement.
The main changes refers to the reversal of deferred tax liabilities of the other intangible asset of Mediaset Espana
Tax expenses (foreign companies) mainly relate to the taxes for the year recorded by the companies belonging to the Mediaset Espa\u00f1a Group.The table below shows a reconciliation between the standard tax rate in force in Italy on companies taxable income for the tax years 2022 and 2021, and the effective tax rate of the Group.IRAP tax non deductible expenses
Effects of companies with different tax rate
Non deductible expenses and consolidation adjustment with no tax effect
6.10 NET PROFIT/(LOSS) FOR THE YEAR
The consolidated net profit attributable to the parent company\u2019s shareholders at 31 December 2022 decrease to EUR 216.9 million, compared with a net profit of EUR 374.1 million for the previous year.
6.11 EARNINGS/(LOSS) PER SHARE Earnings per share are calculated by dividing the Group net profit by the weighted average of the number of outstanding shares, net of the treasury shares.
The calculation of basic and diluted earnings per share is based on the following data:
Net result for the year (millions of euro) attributable to equty shareholders of the parent company
Weighted average number of ordinary shares (without treasury shares)
Weighted average number of ordinary shares for the diluted EPS computation
7. NON-CURRENT ASSETS
The tables below show the changes over the last two years in the historical cost, accumulated amortisation and depreciation, impairments and the carrying amount of all main non-current assets.
7.1 PROPERTY, PLANT AND EQUIPMENT
Plant, machinery, equipment, buildings and land are recognised at purchase, production or transfer cost, including any transaction costs, any dismantling costs and direct costs necessary to make the asset available for use. These fixed assets, with the exception of land, which is not subject to depreciation, are depreciated on a straight-line basis in each financial year using depreciation rates set according to the remaining useful life of the assets.
Depreciation is calculated on a straight-line basis on the cost of the assets, net of any residual values (where significant), according to their estimated useful lives, with the following rates applied:
Tipe of property plan and equipment
Financial statement category
Constructions and equipment
Technical and commercial equipment
Office furniture and machines
Motor vehicles and other means of transport
The recoverable value of the above is measured based on the criteria laid down in IAS 36, described in the note below \u201cAssessment of recoverability of goodwill and other non-current assets (Impairment test)\u201d
Ordinary maintenance costs are recognised in full in profit and loss. Incremental maintenance costs are allocated to each asset and depreciated over its remaining useful life.
Leasehold improvements are allocated to each class of assets and depreciated at the residual life of the lease contract or the residual useful life of the type of asset improved, whichever is lower.
Whenever individual components of a complex tangible fixed asset have different useful lives, they are recognised separately in order to be depreciated according to their individual useful lives (component approach).
In particular, according to this principle, the value of land and of the buildings on it are kept separate, and only the buildings are depreciated.
Gains and losses resulting from sales or disposals of assets are calculated as the difference between the sales price and the net book value of the asset, and are posted to the income statement under Other income and Other operating costs, respectively.Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
ACCUMULATED AMORTISATION AND IMPAIRMENTS
Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
Additions for the period to the classes of assets forming own property, plant and equipment, included EUR 32.4 million in purchases for the year and EUR 24.1 million for reclassifications of payments classified as assets in progress and advances at the end of the previous year.
The main categories of additions can be summarised as follows:
\u2212EUR 3.6 million referred to Land and building, in particular for the building infrastructure of the new shared production units at the headquarters in Cologno Monzese;
\u2212EUR 31.7 million referred to Plant and equipment, mainly relating to EUR 5.6 million for the purchase of television broadcasting and recording facilities and radio bridges relating to the new digital terrestrial DVB-T2 technology; EUR 8.3 million referred to the construction of the new Milan/Roma Video Centre; EUR 2.8 million referred to the construction of the electric car charging station at the headquarters in Cologno Monzese; EUR 2.6 million referred to technological upgrades due to studio obsolescence; EUR 2.4 million referred to the television studio digitalisation process; approximately EUR 1.0 million referred to the planning and creation of a new \u201cStriscia la Notizia\u201d production studio;
\u2212EUR 1.0 million referred to Technical and commercial equipment and other assets, mainly relating to purchase and replacement of hardware;
\u2212EUR 18.2 million referred to increases in Tangible assets in progress and advances, which mainly referred to various projects including the outfitting of work space as part of the \"Smart Working\" project at the headquarters in Cologno Monzese headquarters and the refurbishment of the single Full HD broadcast system.
The decreases for the year, mainly recognised in \u201cOther changes\u201d, mainly referred \u2013 in addition to scrapping and disposals \u2013 to the EUR 24.1 million reduction of the net value of the assets purchased as part of the frequency refarming activities to prepare for the transition of facilities to the new DVB-T2 broadcasting standard. This specifically related to the interventions carried out from 1 December 2020 to 8 February 2022 with government grants paid to Elettronica Industriale by Ministerial Resolution 27 June 2022, which were equal to 80% of eligible total expenses (costs and investments) for those interventions.\u00a0This item also included EUR 4.6million in reversals of depreciation from previous years, again with reference to the government grant based on the inter-ministerial decree on compensatory measures dated 17 November 2021 granted by the current Ministry of Enterprise and Made in Italy (MIMIT).Disposals amounting to EUR 1.7 million were made during the period.
7.1.1 Right-of-use property, plant and equipment
Assets under the control of the Group through leasing contracts are classified as tangible assets in the caption Right-of-use property, plant and equipment at the value of the related financial liability, calculated based on the current value of future payments, discounted at the incremental borrowing rate for each contract. The payable is progressively reduced according to the repayment schedule for the amounts of principal included in the contractual instalments. The interest amount, on the other hand, is recognised in the income statement under financial expenses. The value of the asset recognised under tangible assets is depreciated on a straight-line basis according to the lease term, while also taking into account the likelihood of renewal of the agreement where an enforceable renewal option exists.
Fees for leasing contracts with a duration of 12 months or less and for contracts with a low-value underlying asset are accrued on a straight-line basis through profit or loss according to the duration of the contract.\u00a0\u00a0
Property, plant and equipment - Right of use include lease agreements recognised under IFRS 16 for leases of real estate and television studios and rentals of staff company cars. The increases relate to new contract signed during the period in question. Right-of-use depreciation rates were calculated based on the established lease terms.
The item \u201cRight-of-use property, plant and equipment\u201c is broken down below.
Right-of-use property of buildings
Carrying amount at 31/12/2020
Amortisation and depreciation
Carrying amount at 31/12/2021
Amortisation and depreciation
7.2 TELEVISION AND MOVIE RIGHTSTelevision broadcasting rights are amortised, starting from the time when the asset is available for use and throughout the period of its expected utilization. The recoverable amount of the above is calculated based on the criteria laid down in IAS 36, described in the paragraph below on asset impairment
For television broadcasting rights, the amortisation method provides a reasonable and reliable reflection of the relationship between the various broadcasting opportunities available, the number of screenings permitted by contract and their actual broadcast. Based on the respective business models, straight-line amortisation based on the contractually stipulated license period is generally applied for the Italian television library, whereas descending amortisation is used for the Spanish television library. This different accounting reflects the different contractual conditions and the consequent methods of exploitation of the two main countries in which the Group operates.
When, irrespective of the amortisation already recognized, all runs made available under the related television broadcasting rights contracts have been broadcasted, the carrying amount is impaired in full.
The rights for sporting events, news and entertainment programmes are amortised entirely (100%) when the event is broadcast.
TV drama series are 70% amortised during the first twelve months after their availability date, with the remaining 30% amortised during the following twelve months.
Rights available for multiple means of use, to be utilised in distribution activities, are amortised according to international accounting best practice based on the ratio between the actual revenues achieved and the estimated total overall revenues from use of the right. This estimate is periodically revised to determine the amortisation to be recognised during the year.
Opening balance at 1/1/2021
Reclassification from intangible assets in progress
Closing balance at 31/12/2021
Reclassification from tangible assets in progress
Additions for 2022 totalled EUR 345.2 million (EUR 313.1 million in 2021) and consisted of EUR 320.2 million in purchases for the year (EUR 297.9 million at 31 December 2021) and EUR 25.0 million (EUR 15.2 million at 31 December 2021) in reclassification of capitalisations of advances paid to suppliers (recognised as assets in progress and advances at 31 December 2021).Italian sector investments during the year accounted for EUR 223.5 million of all purchases. The remaining EUR 96.7 million referred to purchases made by the Mediaset Espa\u00f1a Group. Other changes included changes relating to the cancellation of contractually expired rights and residual payables and contract cancellations.Purchases for the year include EUR 36.6 million for broadcasting rights that will be available for broadcasting by the Group after 31 December. At 31 December 2022, broadcasting rights that had yet to commence totalled approximately EUR 43.1 million (EUR 32.4 million at 31 December 2021) and mainly consisted of free-to-air and pay television rights to broadcast drama, cinema and entertainment productions.
7.3 GOODWILL
Additions from business combinations
In 2022, the additions of EUR 1.0 million referred to the amount already recognized as goodwill in Mediamond financial statements before the acquisition of the business unit pertaining to the radio advertising sales of the Group's broadcasters and some third-party broadcasters, carried out by Digitalia \u201908 from investee Mediamond on 1 January 2022. For accounting purposes, the transaction is classified as a business combination under common control and the difference between the payment price and the fair value of the assets and liabilities acquired generated by the transaction (EUR 0.7m) is recognised through a direct reduction in Group shareholders' equity.
At 31 December 2022, goodwill was subject to the impairment testing process, required at least annually pursuant to IAS 36, as commented below.
7.4 ASSESSMENT OF RECOVERABILITY OF GOODWILL AND OTHER NON-CURRENT ASSETS (IMPAIRMENT TEST) The carrying amounts of tangible and intangible fixed assets are periodically reviewed in accordance with IAS 36, which requires the assessment of the existence of any impairment loss, where indicators suggest that impairment may exist. In the case of goodwill, intangible assets with indefinite useful lives and intangible assets not available for use, impairment testing is carried out at least yearly, normally at the time of the preparation of the annual financial statements, but also at any time when there is an indication of potential impairment.
The recoverability of the carrying amounts is assessed by comparing them to the higher of their value in use in their current condition or the fair value of the assets (the price that would be received from their sale) less costs of disposal.
Value in use is measured by discounting the future cash flows expected from the use of the individual asset or the cash generating unit to which the asset belongs and from its disposal at the end of its useful life, based on the most recently approved business plans.
Fair value (less costs to sell) is measured in accordance with IFRS 13 (Fair value measurement) by quantifying the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date, taking into account any restrictions on the sale or use of the asset that such market participants would take into consideration.\u00a0\u00a0
This testing is carried out on the cash-generating units (CGU) to which goodwill and the other assets are allocated. The cash generating units are identified, in line with the organisational and business structures of the Group, as homogeneous aggregations that generate autonomous cash inflows from the continuous use of the assets attributable to them.
In accordance with the Group\u2019s organisational business structure at 31 December 2022 and in continuity with 2021, the CGUs are aligned with the operating segments set forth in IFRS 8 (Mediaset Espa\u00f1a) or with business lines that can be identified within the Italian segment (\u201cFree-to-air Television\u201d, \u201cPay/SVoD series and movie rights library\u201d, \u201cRadio\u201d and \u201cOther advertising sales\u201d).
In the case of impairment, the loss is charged to the income statement, first by reducing goodwill and then recognising any excess amounts, using criteria generally proportional to the value of the other assets of the CGU concerned. With the exception of goodwill, impairment can be reversed for other assets when the conditions that resulted in the impairment loss have changed. In such case, the carrying amount of the asset can be increased within the limits of the new estimated recoverable amount, but no more than the value that would have been calculated if there had been no previous impairment losses.
The following table shows the amounts and the allocation of goodwill to each CGU. The variation in this item in the last two years is shown in Note 7.3.
Of the EUR 657.7 million in goodwill allocated to the Mediaset Espa\u00f1a CGU, EUR 363.2 million was generated following the takeover of the company by Mediaset in 2003 and EUR 294.5 million was generated from the business combinations later carried out by the Spanish company. The carrying amount of the Mediaset Espa\u00f1a CGU also includes assets with an indefinite useful life amounting to EUR 85.2 million, classified under \u201cOther intangible assets\u201d (pertaining to the value allocated to the \u201cCuatro\u201d multiplex by the subsidiary Mediaset Espa\u00f1a in 2010 during the purchase price allocation process that followed the acquisition of the television operations of the Prisa Group).
The recoverability of the goodwill and other assets of the Group in Italy relating to the Free-to-air Television CGU (mainly consisting of television and movie broadcasting rights, and right to use television frequencies) and the Radio CGU (mainly consisting of intangibles asset with a definite useful life pertaining to the radio frequenciesright of use and trade marks) have tested on the basis of the methodology, the process and the guidelines for the five-year business plan 2023-2027 (being the input for the impairment model and thus a five year forecast period is used in the impairment models) approved by the Board of Directors of MFE on 7 March 2023, which also examined the main indicators and the external (market cap, macroeconomic indicators, target market forecasts) and internal evidence related to these assessments as available at the reporting date of these consolidated financial statements. The reasonableness and appropriateness of the methodological approach used in the context of these assessment, have also been confirmed by an independent expert through the issuance of a specific \"fairness opinion\u201d.
Observation of impairment indicators particularly revealed that the market caps of MFE and Mediaset Espa\u00f1a were lower than their consolidated carrying amounts. At the same time, in a market broadly and adversely affected by the deteriorating macroeconomic climate in 2022 as a result of the conflict in Ukraine (high inflation, energy shortages and price hikes, restrictive monetary policies), the operational results of all tested CGUs nevertheless recorded only a moderate contraction in terms of their advertising sales as opposed to the budget estimates approved before the conflict began and generally upheld their margin in spite of the unanticipated rise in energy costs related to the war. It should be noted that none of the Group's business is located or directly exposed in the regions affected by the conflict. The way that the Group\u2019s advertising sales revenues are comprised and structured means that there is always a close correlation between their performance and that of the wider economy and of consumption trends. Therefore, they may be indirectly or partially affected by any onward impact that the conflict has on business models, on operations or, as a consequence, on some companies\u2019 appetite to invest in certain sectors or supply chains which, by their nature, are structurally more exposed to those impacts.
The recoverability of the goodwill and other assets pertaining to the Free-to-air Television CGU and the assets pertaining to the Radio CGU, was tested by determining the value in use based on the discounted cash flows inferable from the business plans.
The main key assumptions of both the above mentioned CGUs business plans mainly relates to the advertising revenues trend based on market expectation and assuming a substantial stability of the market shares, the evolution of the programming costs and (for the Free-to-air Television CGU) the Tv rights investments, in the hypothesis of continuity of the current offer and editorial market positioning, taking into account the purchase commitments of tv rights, sport events and entertainment content, personnel turnover and cost of labour, inflation and energy costs projections.
These assumptions were based on management's best estimate, taking into account information available from external sources and forecasts of developments in the Group's markets as prepared by specialist observers mainly in terms of the expected performance of advertising revenues and the most recent economic outlooks for the explicit period, which estimate that commencing from 2024 the international geopolitical climate and the restrictive monetary policy will progressively normalise once the goal of containing inflation is achieved. The nature of the Group's business means that in both the external forecast scenarios and the main assumptions made by management in preparing the plans to test the recoverable value of the CGUs, there are no material impacts directly relating to Climate Change risks.
The recoverability of the consolidated carrying amount of the Mediaset Espa\u00f1a CGU was confirmed by estimating the equity value of the Group\u2019s interest (82.92%), based on the value in use of those operating assets realisable based on the future cash flow of the CGU\u2019s operating activities and prepared for the purposes of testing the recoverability of goodwill and of assets with an indefinite useful life as carried out when preparing the consolidated financial statements of Mediaset Espa\u00f1a approved on 22 February 2023 and of the current value attributable to equity investments, financial assets and liabilities and net cash and cash equivalents. key assumptions of the business plan mainly relates to the expected future trends in advertising revenues over the projection period based on external information on macroeconomic trends and the advertising market, which assumes that market shares will largely remain stable.In relation to the current widespread increase in interest rates, the post tax discount rate (WACC) used for calculating the value in use of the Free-to-air Television CGU e Radio CGU at 31 December 2022 was determined at 7.1% compared to 5.73% of the previous year. This discount rate was obtained by updating - at the reporting date - the financial and market parameters underlying the calculation of the weighted average cost of capital after tax (cost of debt, risk free rate and market risk premium) using (beta) indicators and a financial structure (debt ratio) inferable from a panel of comparables comprising Free to air broadcasters operating in the Euro zone. The long term growth rate (g-rate)) used to extrapolate the financial flows beyond the explicit periods was 1.3%, in line with the most recent Prometeia medium/long-term inflation forecast for Italy and with the average year-to-year growth forecasts for the advertising market based on the currently available evidence for projection. The same method was used to determine a post tax discount rate of 7.2% for testing the recoverable amount of goodwill and the other assets of Mediaset Espana CGU at the consolidated level and a g-rate of 1.4% to extrapolate the financial flows beyond the explicit periods, in line with the most recent Prometeia medium/long-term inflation forecast for Spain.
On this basis, the testing carried out at 31 December 2022 confirmed the recoverability of the carrying amounts (including goodwill) for the Mediaset Espa\u00f1a and the italian Free-to-air Television CGUs, with significant headroom shown over the carrying amounts.
For Other advertising sales CGU and for the residual carrying amount of EUR 60 million for pay/SVoD series and movie rights library CGU no impairment indicators nor evidence of potential reversal were identified as at the reporting date of the consolidated financial statements.
On the other hand, the impairment testing carried out on the Radio CGU to estimate the recoverable amount led to a EUR 21.5 impairment loss. This impairment loss was allocated to the other intangibles asset with a definite useful life that relate to the right for the utilization of radio frequencies on the basis of an independent appraisal provided by an external expert which estimated the fair value of those assets in the current state of the market and technology, in which significant transactions involving those assets are becoming increasingly rare. This adjustment was applied to a set of higher carrying amounts that had been recognized on asset allocated to the CGU during the purchase price allocation processes that followed acquisitions of broadcasters in this business between 2016 and 2018 (before the pandemic, which contributed substantially to the slowdown in the growth rates expected for this business). The recoverable amount of the Radio CGU after the impairment test process is equal to EUR 161.5 million mainly referred as reported in the note 7.5 Other Intangible assets to intangible assets related to the rights for the utilization of radio broadcasting frequencies and trademark and to tangible assets.
Specific sensitivities analysis have been performed for the CGUs for which value in use confirmed the recoverability of assets. This was done by identifying all other key variables being equal (i) precise discount rates and (ii) year-on-year reductions in EBIT margin deriving from lower advertising revenues for each of the CGUs which \u2013 with all other cash flow items left unchanged (i.e. on the cautious assumption that costs and investments will remain unchanged) \u2013 eliminate the difference between the recoverable amount and the carrying value.
Based on these analyses, the following were determined:
- for the Free-to-air Television CGU, an equivalence between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 4 percentage points less than those contained in the base management scenario (using a discount rate of 7.1%); and ii) a WACC of 9,1%, based on a g-rate of 1.3% and cash flows equal to those considered in the base scenario.
- for the Mediaset Espa\u00f1a CGU, equality between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 6.5 percentage points less than those contained in the base management scenario (using a discount rate of 7.68%); and (ii) a WACC of 11,5%, based on a g-rate of 1,4% % and cash flows equal to those considered in the base scenario.7.5 OTHER INTANGIBLE ASSETS
Intangible assets are assets without an identifiable physically form, which are controlled by the company and able to generate future economic benefits.
These assets are recorded at purchase or production cost, including transaction costs, according to the criteria described above for property, plant and equipment.
For purchased intangible assets whose availability for use and related payments are deferred beyond ordinary periods, the purchase value and the related payable are discounted by recognising the financial expenses implicit in the original price.
Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.\u00a0
Intangible assets with definite useful lives are amortised on a straight-line basis, starting from the time when the asset is available for utilization and throughout the period of its expected usefulness. The recoverable value of such assets is assessed according to the criteria established in IAS 36, as described in the Impairment of assets explanatory note above.
Costs relating to rights for the utilization of television frequencies, to be used for setting up digital terrestrial networks acquired from third parties in accordance with applicable legislation, are amortised on a straight-line basis according to the expected duration of their use, beginning at the time the service is activated and ending 30 June 2032, based on the validity period of the definitive assignment order of right of utilization in Italy dated 28 June 2012.
The television broadcasting license of the \u201cCuatro multiplex\u201d was identified in the purchase price allocation process of the Prisa\u2019s Group television operations acquisition made by Mediaset Espana in 2010 as an intangible asset with an indefinite useful life in absence of objective elements relating to the legal duration of this license; accordingly, it is not systematically amortised, but is subject to impairment testing, at least every year.
As of 1 January 2016, rights for the utilization of radio frequencies are amortised on a straight-line basis over a period of 25 years. The useful life of these rights was estimated as part of the evaluation processes for business combinations concerning the Group\u2019s radio broadcasting operations.
A remaining useful life of up to June 2035 is envisaged for the authorisation to provide audiovisual services nationwide and for the consequent automatic numbering of generalist channels, with a view to the procedures and requirements for the authorisation\u2019s renewal.
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
ACCUMULATED AMORTISATION AND IMPAIRMENTS
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
The amount of 22.8 million euros relating to the item Other changes refers to the reclassification in the item Television and movie rights of advances paid to suppliers recognised as assets in progress and advances at 31 December 2021.
Additions to the item Patents and intellectual property rights totalled EUR 5.6 million. The figure includes EUR 3.4 million relating mainly to the purchase and upgrade of existing software, which in the previous year was recognised under Intangible assets in progress and advances.
Trademarks included the addition for the acquisition of the Zelig brand trademark for which an amortisation period of 20 years has been determinated
The end-of-year balance also included:\u2212The trademark of Spanish television broadcaster Cuatro for EUR 64.0 million. This asset was recognised following the allocation of the purchase price paid for the acquisition of the television business from Gruppo Prisa by Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. in 2011. The amortisation period has been determinated in 20 years.
\u2212The trademark of the radio broadcaster Radio 105, valued for EUR 33.6 million. This asset was recognised following the final purchase price allocation of the acquisition of the radio broadcasting assets of the Finelco Group in 2016. The amortisation period has been determined in 25 years.
\u2212 The trademark of the radio broadcaster Radio Subasio, for a residual value of EUR 3.9 million, which was recognised following the final allocation of the purchase price paid for the acquisition of the radio broadcasting assets of the companies Radio Subasio and Radio Aut in 2017. The amortisation period has been set at 25 years from the acquisition date.
Rights/Licences of use and authorisations includes EUR 119.2 million for the for right for the utilization of television frequencies held by the subsidiary Elettronica Industriale S.p.A., used in Italy for the operation of domestic channels using digital terrestrial technology, as well as the television broadcasting license of the Cuatro Multiplex, measured at EUR 85.0 million during the allocation of the purchase price paid by the subsidiary Mediaset Espa\u00f1a in 2010, in relation to the acquisition of Prisa Group\u2019s television operations. The recoverablity of the carrying amount of the rights for the utilization of frequencies held by Elettronica Industriale S.p.A. was confirmed in the impairment testing on the Free TV Italy CGU, as reported in Note 8.4 above. The recoverability of the carrying amount of the television broadcasting licence for the Cuatro Spanish Multiplex was confirmed in the impairment testing on the Mediaset Espa\u00f1a CGU, as also reported in Note 8.4.
The item also includes EUR 101,6 million in rights for the utilization of radio broadcasting frequencies held by MFE Group radio broadcasters (Monradio S.r.l., Radio Studio 105, Virgin Radio, Radio Monte Carlo, Radio Subasio and Radio Aut). As at 31 December 2022, the residual carrying amount of these finite-life intangible assets was impaired by EUR 21.5 million, in accordance with IAS 36 as reported in Note 7.4. The recoverability of the carrying amount (after impairment loss recognition) has been confirmed by an appraisal carried out by an independent expert at year end.
Intangible assets in progress and advances refer mainly to advance payments made to suppliers for the acquisition of broadcasting rights, for dubbing services and for options on programme production and to the launch of production. Additions for the period included advances paid to broadcasting rights owners and advances paid in relation to the production of long-running TV drama series.
7.6 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES ARE RECOGNISED USING EQUITY METHODInvestments in associates and joint ventures are recognised using equity method in the consolidated financial statements. At the time of acquisition, the difference between the cost of the equity investment, including any transaction costs, and the acquirer\u2019s interest in the net fair value of the assets, liabilities and identifiable contingent liabilities of the investee is accounted for according to IAS 28, with the recognition of goodwill if it is positive (included in the carrying amount of the equity investment) or of income in the consolidated income statement if it is negative.
The carrying amounts of these equity investments are adjusted after initial recognition, based on the pro-rata changes in the equity of the investee based on the financial information of those companies.
When there are losses attributable to the Group that are higher than the carrying amount of the equity investment, the carrying amount is impaired and appropriate provisions or liabilities are recognised for the amount of any additional losses, but only if the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses. If no further losses are identified and the investee subsequently realises gains, the investor will only recognise the amount of the gains attributable to it after these have offset the losses not recognised.
After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
The following is a breakdown of equity investments, showing the ownership interest held and the carrying amounts of the equity investments measured by using the equity method for the two years compared. No specific impairment indicators have been identified. Reference should be made to Note 6.8 Result from investments accounted for using equty method for details on the economic effects for the period from investments accounted by using the equity method. The measurements have been made based on data from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited
Producciones Mandarina S.L.
European Broadcaster Exchange (EBX) Ltd. (**)
The carriyng amounts of some equity investments (maily Mediamond and Fascino) incorporated implicit goodwill totally equal to EUR 3.3. million.
The following table provides key figures from the income statement and balance sheet for associates and joint ventures, as taken from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited (**)
European Broadcaster Exchange (EBX) Ltd.(**)
F\u00e9nix Media Audiovisual,S.L.
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2021
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
European Broadcaster Exchange (EBX) Ltd.(**)
Fascino P.G.T S.rl. (***)
F\u00e9nix Media Audiovisual,S.L.
Titanus Elios S.p.A.(***)
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2020
The recoverability of the goodwill and of the other assets recognized in the consolidated statement of financial position of the EI Towers Group at 31 December 2022 has been confirmed through the calculation of the relative value in use determined in line with IAS 36 and based on the cash flows for the period 2023-2029 reflected in the most recent multi-year business plan approved by the Board of Directors of the associate. The recoverable amount calculated on this basis shows a significant positive headroom with respect to the carrying amount of the goodwill and of the other assets tested.7.7 OTHER FINANCIAL ASSETSEquity investments other than investments in associates or joint ventures are posted to the \u201cother financial assets\u201d item in non-current assets, are measured pursuant to IFRS 9 and are designated to the category of financial assets measured at fair value with changes in fair value recognised through other comprehensive income without recycling to profit and loss
The risk resulting from any losses exceeding the shareholders\u2019 equity value is recognised in a specific provision to the extent that the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses.
Dividends relating to equity investments are recognised in profit and loss.
This category also includes non-controlling interests acquired by the Group within \u201cAd4Ventures\", a venture capital with the aim of making medium-term non-speculative investments in new Italian businesses with high growth potential, operating in the technology and digital field. The fair value of these investments can be determined based on special valuation models, by taking account of the prices of recent transactions on the capital of those companies or by referring to market valuation in the event of investments in listed companies.
Financial receivables included in this caption are recognised at their amortised cost, using the effective interest rate method..
Carrying amount at 31/12/2021
Fair Value Adjustments/ Impairment
Carrying amount at 31/12/2022
Financial receivable (due over 12 months)
The additions in Equity investments for the year referred to the following: EUR 30.7 million for the acquisition of a 1.11% stake in Prosiebensat.1 Media SE by MFE-MEDIAFOREUROPE N.V.; EUR 12.0 million for the acquisition of shares falling within the AD4Venture asset; EUR 1.5 million for the acquisition of a 5% stake in Radio Digitale S.r.l.; and EUR 3.2 million for the acquisition of a 15% stake in Genetiko Communication S.p.A.
Fair value adjustments/impairments reflects the fair value measurement of the non-controlling investments. As envisaged by IFRS 9, the Group has taken up the option to classify the relative fair value changes in a specific equity reserve without recycling to profit or loss in the future. Of this reserve, - EUR 324.3 million is due to the effects of the fair value measurement, included in the item Valuation reserve for the equity investment held in Prosiebensat.1 Media SE. As a result of these adjustments, the fair value of the investment held by the Group in ProsiebenSat1 Media SE at 31 December amounts to EUR 486.5 million.
The disposal refer to the disposal of a 5.2% stake in Rebelle AG held as part of the AD4Venture business.
The changes in Hedging derivatives mainly relate to the change in the non-current portion of the fair value of the put option hedging changes in the value of the equity investment held in Prosiebensat.1 Media SE. At 31 December 2022, the fair value of those options totalled EUR 16.6 million. This item also includes the non-current portion of the fair value of derivatives held to hedge against exchange and interest rate changes.
7.8 DEFERRED TAX ASSETS AND LIABILITIESDeferred tax assets and liabilities are calculated based on the temporary differences between the carrying amounts of assets and liabilities and the corresponding tas base, on the basis of the tax rates that will be in force at the time when the temporary differences will reverse. When the results are recognised directly within equity, the current taxes, the deferred taxes assets and the deferred taxes liabilities are also recognised within equity. The Group also recognises deferred tax assets on tax losses if future taxable income is expected which will allow the Group to use these amounts.
The recognition of deferred tax assets is based on the forecasts of expected taxable income for future years.
The impairment and recoverability testing of the deferred tax assets posted in the financial statements, with particular reference to the tax losses generated in the Italian consolidated tax return, took into consideration the taxable income on the basis of the five-year plans used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods.
In the case of any changes in the carrying amount of deferred tax assets and liabilities arising from a change in tax rates or the related legislation, rules or regulations, the resulting deferred taxes are recognised in the income statement, unless they relate to items that have previously been directly recognised withi equity. Deferred tax assets and liabilities are offset when it is lawful to offset current tax assets and liabilities, and when they refer to taxes due to the same Tax Authority and the Group intends to settle the current tax assets and liabilities on a net basis.
The table below shows net position between deferred tax assets and liabilities items as reported in Statement of financial position.
The deferred tax assets and liabilities reported above have been calculated based on temporary differences between the carrying amounts of assets and liabilities and their corresponding taxable base.
Deferred tax assets and liabilities are measured based on the current tax rates applicable at the time the differences will reverse.
Tax assets and liabilities arising from actuarial valuations of defined benefit plans, changes in cash flow hedge reserves and from the effects of consolidation adjustments directly recognised within equity are coherently recognised directly within equity.
The following tables show the breakdown of changes in deferred tax assets and deferred tax liabilities for the last two years.
Amounts recognised to Profit and loss
Amounts recognised to OCI
Amounts recognised to Profit and loss
Amounts recognised to OCI
The Credit/(charge) to income, relating to Deferred tax assets, reflects the EUR 0.8 million increase in accruals as a consequence of the negative taxable income generated during the year by companies adhering to the Italian tax consolidation agreement, in addition to the accruals and releases carried out during the period for temporary differences.
Amounts recognised to OCI includes the changes in deferred tax assets and liabilities in relation to the valuation reserves for cash flow hedging derivatives, derivatives hedging the fair value of financial assets and reserves for actuarial gains and losses.
The tables below show the breakdown of the temporary differences that gave rise to the deferred tax assets and liabilities for the last two years.
Deferred tax assets related to:
Property, plant and equipment
Provision for expected credit loss
Provisions for risk and charges
Post-employment benefit plans
Tax losses carried forward
Other temporary differences
Consolidation adjustments
Deferred tax assets amount to EUR 357.6 million and include, in addition to the tax effects on the consolidation adjustments, EUR 20.1 million for temporary differences generated within the Mediaset Espa\u00f1a Group and EUR 290,4 million related to the companies adhering to the Italian tax consolidation perimeter. With regard to the latter component, EUR 192.8 million relates to the totality of IRES tax losses that can be carried forward indefinitely from the tax consolidation (EUR 803.3 million), which is up on the figure from 31 December 2021
(EUR 793.3 million) but nevertheless in line with the recoverability assessment estimates made at the end of the year. Tax losses carried forward also include the deferred tax assets from the tax losses relating to Beintoo, a company acquired in 2020 and therefore not part of the tax consolidation. It should be noted that no deferred tax assets have been recognized for the IRES tax losses carried forward (totalling to EUR 44,0 million) accrued by some companies prior to their acquisition by the Group and their inclusion in the Italian tax consolidation agreement.The recognition of deferred tax assets is based on the forecasts of expected taxable income for future years. With particular reference to deferred tax assets associated with the Italian tax consolidation arrangement containing IRES tax losses that can be carried forward indefinitely, the recognisability and recoverability period of the value of those deferred tax assets at 31 December 2022 has been assessed by estimating the IRES-taxable income from the Italian tax consolidation arrangement based on the following assumptions:
opre-tax profit/loss of Italian operations included in the tax consolidation in the 2023-2027 plans used in the context of the impairment tests based on the assumptions set forth by MFE-Mediaforeurope\u2019s Board of Directors on 7 March 2023;
oestimates of mainly tax variations, primarily relating to dividend income from subsidiaries and investees, higher tax amortisation of pay tv broadcasting rights impaired in 2018 and other tax-neutral components of profit or loss;
oextrapolation of the taxable income beyond the period covered by the business plans used for the impairment test considering hypotheses of growth and profit margins in line with the assumptions (long-term growth rate and cash flows used to determine the terminal value) adopted for impairment test purposes.
Based on this analysis, a recovery period in nearly a decade was determined
Deferred tax liabilities related to:
Property, plant and equipment
Provision for expected credit loss
Post-employment benefit plans
Other temporary differences
Consolidation adjustments
Intangible assets also include the tax effects of the final allocation of the purchase price paid for the acquisition of the Finelco Group (now Radiomediaset) in 2016; of the final allocation of the purchase price paid in 2018 for the acquisition of the companies Radio Subasio S.r.l. and Radio Aut S.r.l.; and of the acquisition of RMC Italia S.p.A. in 2019.
8. CURRENT ASSETS8.1 INVENTORIES
The inventories of raw materials, semi-finished and finished products are measured at the acquisition or production cost, including transaction charges (FIFO method), or their estimated net realisable value based on market conditions, whichever is lower. Inventories also include television broadcasting rights acquired for use periods of less than 12 months and the costs of already completed television productions, as these rights are intended to be expoited in full on their first broadcast. These inventories are measured at actual cost of purchase or production.
The item at the reporting date breaks down as follows:
Raw and ancillary materials, consumables
Work in progress and semi-finished products
Finished goods and products
Raw and ancillary materials, consumables
Work in progress and semi-finished products
Finished goods and products
oRaw materials, ancillary materials and consumables mainly include replacement parts for radio and television equipment.
oWork in progress and semi-finished goods mainly include production sets and television productions in progress.
oFinished goods and products mainly include television productions, mainly attributable to R.T.I. S.p.A. totalling EUR 20.4 million (EUR 17.0 million at 31 December 2021) and to the Mediaset Espa\u00f1a Group for a total of EUR 2.2 million. In 2022, the provision for write-downs decreased due to the effective use during the year of television productions for which in the previous year, due to the persistence of the Covid-19 emergency, the scheduled broadcasting of some episodes had not been carried out.
8.2 TRADE RECEIVABLES Receivables are posted at their fair value, which \u2014 except where customers have been granted significantly extended payment terms \u2014 is the same as the value calculated using the amortised cost method. Pursuant to IFRS 9, trade receivables are classified within the categories provided for in the \u201cheld to collect\u201d or \u201chold to collect and sell\u201d business models. Their value at year-end is adjusted to their estimated realisable value and written down in the event of impairment, with expected credit loss measured using a time horizon of 12 months in the absence of any evidence of a significant increase in credit risk. For trade receivable, the simplified approach was applied. Receivables originating in non-EMU currencies are measured at the year-end spot rates issued by the European Central Bank.
The recognition of the sale of receivables is subject to the requirements laid down by IFRS 9 regarding the derecognition of financial assets. As a result, all receivables sold to factoring companies, with or without recourse, if the latter include clauses that entail maintaining a significant exposure to the performance of the cash flows from the receivables sold, remain in the financial statements, even if they have been legally sold, with a corresponding recognition of a financial liability for the same amount. Factoring fees are classified under the item \u201cPurchases, services, miscellaneous costs\u201d.
The item at the reporting date breaks down as follows:
Balance at 31/12/2022 Due
Carrying amount at 31/12/2021
Receivables from customers
Receivables from related parties
The receivables from customers include EUR 3.3 million from Sky Italia S.r.l. and EUR 6.0 million from Telecom Italia S.p.A. for the licence to use free-to-air channels, and EUR 1.5 million from Netflix Inc and EUR 6.5 million from Amazon Digital UK Limited for the SVOD rights licence.
The receivables due after 1 year equal to EUR 18.5 million (EUR 3.3 million in 2021) are classified as current receivables because they are expected to be settled in normal operating cycle.
The breakdown of receivables from related parties is reported in Note 15 below (Related-Party Transactions).
Credit risk
The credit risk mainly originates from the advertising sales on the MFE Group\u2019s Italian and Spanish television networks.
The Group, based on a specific policy, manages the credit risk relative to the advertising sales through a comprehensive customer credit rating procedure, with an analysis of their economic and financial situations both at the time of setting the initial credit limit and through the ongoing and continuous monitoring of observance of payment terms, updating, when necessary, the previously assigned credit limit.
Based on the above-mentioned credit rating procedure and its subsequent updates, it is possible to break down customer exposure into the following three classes of risk, which represent the summary of a wider and more complex subdivision:
Low risk
Customers with a standard risk index and a financial position that adequately supports their assigned credit limit.Medium risk
Customers who have not regularly fulfilled their contractual commitments or have current economic/financial situations that are critical compared to those relative to their original credit limit. Based on these specifications of credit positions, an impairment loss is calculated based on the percentage impact of historically observed losses.
High risk
Customers with whom there are ongoing default situations, or there is objective insolvency regarding their receivables, for which specific write-downs are made and, in some cases, recovery plans agreed, or extended payment terms which, in any case, do not exceed 12 months.
Below is a table summarising the net balances and the provision for expected credit losses divided into the above classes.
RISK CLASSES AT 31 DECEMBER 2022
Provision for expected credit loss
ITALIAN ADVERTISING RECEIVABLES:
FOREIGN ADVERTISING RECEIVABLES:
RECEIVABLES FROM RELATED PARTIES:
RISK CLASSES AT 31 DECEMBER 2021
Provision for expected credit loss
ITALIAN ADVERTISING RECEIVABLES:
FOREIGN ADVERTISING RECEIVABLES:
RECEIVABLES FROM RELATED PARTIES:
The item TELCO operators mainly comprises receivables from the sale of content activities.
Regarding the main type of trade receivables generated by the advertising business in Italy, in terms of concentration, 17.6% of revenues were made with the top 10 customers.
The changes in the provision for expected credit losses are shown below.Business Combination/
Change in the consolidation area
In addition, below is a table showing a detailed analysis of other financial assets, whose maximum credit risk exposure corresponds to the carrying amount.
8.3 TAX RECEIVABLES, OTHER RECEIVABLES AND CURRENT ASSETS8.3.1 Tax receivables
This item, amounting to EUR 40.9 million (EUR 43.5 million at 31 December 2021) includes EUR 17.8 million relating to the net position towards the tax authorities to the Group\u2019s Italian companies adhering to the Italian tax consolidation agreement (EUR 17.4 million at 31 December 2021).
In addition, this item included EUR 12.5 million (EUR 7.2 million at 31 December 2021) representing the net IRAP tax position for Group companies with respect to advances paid, and EUR 10.3 million (EUR 18.6 million at 31 December 2021) for the tax credits of the subsidiary Mediaset Espa\u00f1a S.A..
8.3.2 Other receivables and current assets
Prepayments and accrued income
Other receivables mainly include:
oadvances totalling EUR 13.1 million to suppliers, contractors and agents, paid to advertising professionals and suppliers, and to suppliers, artists and professionals involved in television productions (EUR 16.8 million at 31 December 2021).
oEUR 30.9 million in amounts receivable from tax authorities (EUR 19.1 million at 31 December 2021):
oReceivables totalling EUR 138.8 million due from factoring companies for the transfer of trade receivables without recourse, for which settlement by the factor, not occurred at the reporting date, had been collected in the first part of 2023 based on contractual terms. During the year the amount of receivables transferred to factoring companies with a non-recourse clause total of EUR 1,014.4 million (EUR 1,007.3 million at 31 December 2021).
Prepayments and accrued income, of which EUR 4.7 million from the Mediaset Espa\u00f1a Group, mainly refers (EUR 21.4 million) to the already-incurred costs pertaining to the next financial year for the rights to broadcast Coppa Italia matches in the 2022/23 season as paid to Lega Nazionale Professionisti Serie A, and some matches from the 2022/23 UEFA Champions League (EUR 14.7 million).
8.4 CURRENT FINANCIAL ASSETSFinancial assets are recognised in the financial statements based on their transaction date and they are initially measured at cost, including the expenses directly connected with their acquisition.
At subsequent reporting dates, the financial assets (except for derivative financial instruments) are recognised at amortised cost, according to the actual interest rate method, net of impairment losses.\u00a0
Financial assets not classed with the categories provided for in the \u201chold to collect\u201d or \u201chold to collect and sell\u201d business models are measured at fair value in each accounting period with their impacts recognised in profit and loss under the item \u201cFinancial (Expenses)/Income\u201d or to a specific shareholders\u2019 equity reserve and until they are realised or have suffered an impairment (this reserve is classified under \u201cValuation reserve\u201d).
The fair value of securities listed on an active market is based on market prices at the reporting date.
The fair value of securities that are not listed on an active market and of trading derivatives is calculated by using the measurement models and techniques most widely adopted in the market, or by using the price supplied by several independent counterparts.
Financial receivables (due within 12 months)
Financial assets for other hedging derivatives
Financial assets for equity hedging derivatives
Financial assets for derivatives with no hedging purpose
Current financial receivables maturing within 12 months mainly include EUR 2.7 million (EUR 2.6 million at 31 December 2021) for government grants for movie productions made by Medusa Film S.p.A. and Taodue, which had been approved but not paid at the reporting date; EUR 1.8 million (EUR 2.7 million at 31 December 2021) for cash pooling accounts managed by MFE-MEDIAFOREUROPE N.V. on behalf of associates and joint ventures; as well as EUR 2.5 million in receivables due from the company Alea Media and EUR 0.6 million due from Fenix Media Audiovisual S.L.
Financial assets for other hedging derivatives consisted exclusively of the current portion of the fair value of foreign exchange derivatives both for the hedging of future commitments to purchase broadcasting rights and for items recognised in the financial statements, in particular receivables and payables denominated in foreign currencies.
Financial assets for equity hedging derivatives relates to the current portion of the fair value of the put options agreed for the hedging of fair value changes in the equity investment held in Prosiebensat.1 Media SE.
8.5 CASH AND CASH EQUIVALENTSThis item includes petty cash, bank current accounts and deposits that are repayable on demand and other short-term and highly liquid financial investments that are readily convertible into cash, with an insignificant risk of a change in value.
Below is a breakdown of the item:
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
Current accounts and demand deposits
9. SHARE CAPITAL AND RESERVES
Following the transfer of the Parent Company to the Netherlands in 2021 and its consequent conversion into a Dutch N.V., some items that were presented within Group Shareholders' Equity to comply with Italian regulations as at 31 December 2020 (e.g. the Legal Reserve) have been reclassified, incorporated or renamed to align reporting with Dutch civil law requirements as at the transformation date of 20 September 2021.
These reclassifications are reported in the Consolidated Statement of Changes in Shareholders\u2019 Equity
Legal and other reserves (under Italian Law)
Total equity attributable to equity shareholders of the parent company
Total equity attributable to non controlling interest
TOTAL SHAREHOLDERS' EQUITY
Retained earnings and other reserves
Total equity attributable to equity shareholders of the parent company
Total equity attributable to non controlling interest
Total shareholders' equity
The notes below refer to the breakdown of reserves after applying the reclassification shown above.
9.1 SHARE CAPITAL
At 31 December 2022, the fully subscribed share capital was EUR 800.3 million. The change from the previous year refers to the EUR 23.0 million raised on 12 July 2022 from the issue of 383,678,784 MFE A-class shares each with a par value of EUR 0.06 for allocation to the Mediaset Espa\u00f1a shareholders who endorsed the voluntary purchase and exchange offer over the shares in the subsidiary and the EUR 0.1 million raised from the issue of 1,771,602 MFE A-class shares each with a par value of EUR 0.06 for allocation to the beneficiaries of the 2019 Incentive Plan. As a result of these changes, share is formed by a total of 2,707,506,599 shares, of which 1,526,279,035 ordinary A-class shares each with a par value of EUR 0.06 and 1,181,227,564 ordinary B-class shares each with a par value of EUR 0.60. Ordinary A-class shares each confer one voting right, whereas ordinary B-class shares each confer ten voting rights. Both share classes grant their holders the same property rights, the same economic treatment and - except for voting - equal administrative rights. Both share classes carry the property rights and are listed on Euronext Milan (EXM), a stock market organised and managed by Borsa Italiana.9.2 SHARE PREMIUM RESERVE
At 31 December 2022, the Share premium reserve amounted to EUR 424.0 million. The EUR 148.8 million change during the year refers to the premium relating to the issue of 383,678,784 new MFE A-class shares for allocation to the Mediaset Espa\u00f1a shareholders who endorsed the voluntary purchase and exchange offer over the shares in the subsidiary.
9.3 TREASURY SHARES
Treasury shares are recognised at cost and recorded as a reduction of shareholders' equity.
This item includes the B-Class Shares of MFE-MEDIAFOREUROPE N.V. that were purchased pursuant to resolutions of ordinary shareholders' meetings of 16 April 2003, 27 April 2004, 29 April 2005, 20 April 2006 and 19 April 2007, and the A-Class Shares acquired during 2023 by resolution of the ordinary shareholders\u2019 meeting of 29 June 2022.
At 31 December 2022, the carrying amount of treasury shares in the portfolio totalled EUR 390.7 million, made up of 38,627,313 MFE B-class shares with a value of 358.1 million and 88,707,693 MFE A-class shares with a value of 32.6 million.
The changes for the period by share class are shown below.
The additions refer to the purchase of A-class treasury shares in 2023 by resolution of the Ordinary Shareholders' Meeting of 29 June 2022.The year-on-year decreases in B-class shares relate to the loss of 1,771,602 own shares due to their assignment to employees following the accrual of rights under the medium-long term incentive plan issued by Mediaset S.p.A. in 2019.
9.4 REVALUATION RESERVES
The Revaluation reserve for investments measured at FVTOCI (fair value through other comprehensive income) consists of the fair value measurement of equity investments included in the caption Other financial assets in non-current assets and classified as \u201cFVTOCI financial assets\u201d, as provided for in IFRS 9. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
The Revaluation reserve for cash flow hedges is connected with valuations of derivative instruments designated as hedges against the foreign exchange risk associated with the acquisition of television and movie broadcasting rights in foreign currencies, or as hedges against the interest rate risk associated with medium and long-term financial liabilities. This valuation is entered with changes recognised in other comprehensive income, within the items that may be subsequently reclassified to profit and loss.
The Time value reserve and Options intrinsic value reserve were created for measuring instruments hedging the fair value of equity derivatives; they provide - in line with the rules for the hedged item - that changes in the Other comprehensive income should be recognised without reversal to the income statement.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options intrinsic value reserve
Options time value reserve
The table below shows the changes in these reserves over the year for equity attributable to shareholders of the parent company.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options time value reserve
Options intrinsic value reserve
Reclassification to profit or loss
Other transactions, relating to the item FVTOCI equity investments, refers to the reclassification under Retained Earnings of the cumulative fair value differences in relation to the equity investments sold by the Group and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
Other transactions, relating to the Options time value reserve and the Options intrinsic value reserve, refer to the reclassification under Retained Earnings following the settlement of some tranches of the financial instruments hedging the financial investment in ProsiebenSat1 made during the year and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
9.5 RETAINED EARNINGS AND OTHER RESERVES The Reserve from equity investments accounted for using the equity method refers to the components directly recognised in equity by associates and joint ventures accounted for by using the equity method
The Consolidation reserve refers to the effects of the business combination under common control of Medusa S.p.A. acquired in 2007.
The Reserve for transaction with non-controlling interest refers to the differences between the considerations paid or received for the purchase or sale of minority shares held in subsidiaries with respect to the corresponding portion of their accounting net equity.
The Stock option and incentive plans reserve consisted of the contra-entries for costs accrued, measured in accordance with IFRS 2, relating to medium-long term incentive plans for the allocation of MFE A-class and B-class shares.
The Reserve for actuarial gains/(losses) consists of components arising from the actuarial valuation of defined benefit plans, recognised directly through shareholders' equity. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve from actuarial gains/(losses)
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve for actuarial gains/(losses)
Retained earnings and other reserves
The period change in the item Reserve from equity investments accounted for using the equity method refers to the components directly recognised equity by associates and joint ventures accounted for by using the equity method.
The change in the item Reserves for transactions with non controlling interests refers to:\u2212the EUR 20.8 million positive difference between the total consideration recognised following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a (which includes the EUR 184.2 million cash component and the EUR 171.9 million fair value of the newly issued MFE A-Class Shares as at the effective transaction date) and the net book value of the 27.23% non-controlling interest acquired in MES at 30 June 2022. This transaction was recognised in MFE\u2019s consolidated financial statements as an equity transaction through a direct reduction in equity reserves;
\u2212and EUR 0.7 million relating to the purchase of the business unit from Mediamond. For accounting purposes, the transaction is classified as a business combination under common control and the positive difference between consideration paid and fair value of the acquired net assetsgenerated by the transaction is recognised in that reserve.
The year-on-year change in the Stock option and incentive plans reserve refers to an addition of EUR 3.2 million as the Group\u2019s share of the costs relating to the share allocation rights under the incentive plans issued by the Group in 2021 and 2022 and decreases due to the reclassification of the reserve in Retained earnings in relation to the 2019 plan, following the allocation of the related rights.
The change in Retained earnings is primarily due to the recognition of the previous year\u2019s profits of EUR 374.1 million and the distribution of EUR 131.9 million in dividends, as well as - EUR 7.2 million in costs borne by the Group during the year for the voluntary purchase and exchange offer over the non-controlling interest in the subsidiary Mediaset Espa\u00f1a.
10. NON-CURRENT LIABILITIES10.1 POST-EMPLOYMENT BENEFITS PLANS
\u00a0Employee benefits
Post-employment benefit plans
The Employee Leaving Indemnity (ELI), which is obligatory for Italian companies pursuant to article 2120 of the Italian Civil Code, is a type of deferred remuneration and is related to the length of the working lives of the employees and the remuneration received.
As a result of the Supplementary Pension Reform, amounts of ELI accrued up to 31 December 2006 will continue to remain within the company as a defined benefit plan (with the obligation of actuarial valuation of the accrued benefits). Amounts accruing from 1 January 2007 (except for employees in companies with less than 50 employees), according to the choice made by the employees, are either allocated to supplementary pension funds or transferred by the Company to the treasury fund managed by the Italian National Social Security Institute (INPS) and, from the time when the employees make their choice, shall constitute defined contribution plans no longer subject to actuarial valuation.
Employee benefits, which by Italian law are classified as leaving entitlements (TFR), are considered by IAS 19 to be post-employment benefits and must be recognised in the financial statements using actuarial valuations.
For the benefits subject to actuarial valuation, the ELI liability must be calculated by projecting forward the already accrued amount up to the future date of dissolution of the employment relationship and then discounting the amount to its present value, at the reporting date, using the actuarial \u201cProjected Unit Credit Method\u201d. The discount rate used to determine the liability is the \u201cComposite\u201d interest rate curve for securities issued by corporate issuers with an AA rating.
From an accounting perspective, the actuarial valuation results in recognition in profit and loss under the item \u201cFinancial Expenses/Income\u201d, which represents the theoretical charge that the Company would incur if it requested a market loan for the amount of the ELI, and a current service cost under the item \u201cPersonnel expenses\u201d, which establishes the amount of the benefits accrued by the employees during the financial year, but only for companies of the Group with less than 50 employees that, consequently, have not transferred the amounts accrued from 1 January 2007 to supplementary pension schemes. The actuarial gains and losses that reflect the impacts from changes in the actuarial assumptions used are recognised directly in shareholders\u2019 equity without ever going through profit and loss and they are shown in the comprehensive income statement.
The valuation of the Group\u2019s obligations to its employees was carried out with the support of an independent actuarial:
oProjected estimate of the cost of employee leaving entitlements already accrued at the valuation date up to the moment at which employment contracts will terminate or the accrued amounts are paid in part as advances on entitlements.
oDiscounting, at the valuation date, of the expected cash flows the Group will have pay to its employees in the future.
oRe-proportioning of the accrued benefits discounted based on length of service at the valuation date compared to the length of service expected at the hypothetical date of payment by the Group.
The valuation of employee leaving entitlements in accordance with IAS 19 was conducted specifically for the specific population of current employees, i.e. detailed calculations were made for each Group employee, without taking into account any future hires.
The actuarial valuation model is based on \u201ctechnical bases\u201d consisting of demographic, economic and financial assumptions relating to the valuation parameters.
The assumptions used are summarised below:ISTAT life expectancy table broken down by age and sex, current as at 2021
Probability of leaving the Group
Retirement, resignation, termination and contract expiration percentages were taken from the observation of the company's historical data. The employee attrition probabilities used were broken down by age, sex and contractual job title (office workers, managers and executives/journalists). The actuarial valuations took account of start dates for pension benefits specified by Decree Law 201 of 6 December 2011 \"Urgent Provisions for the Growth, Fairness and Consolidation of the State Budget,\" (converted with amendments by Law 214 of 22 December 2011) and the regulations governing adjustment of requirements to access the pension system for increases in life expectancy pursuant to Article 12 of Decree Law 78 of 31 May 2010 converted, with amendments, by Law 122 of 30 July 2010.
Frequencies of advances and average percentage of TFR requested in advance have been taken from the observation of historical data for each company of the Group
Those who fully transfer their TFR to supplementary pensions release the company from TFR obligations, and thus, are not the subject of valuation. For other employees, valuations were made taking into account the decisions actually made by employees, current as at 31 December 2022.
Economic/financial assumptions
With reference to inflation, reference was made to the macroeconomic overview contained in the most recent \"Economy and Finance Document and Notes\" as at the reporting date, using an inflation rate of 3.0% for 2023, 2.5% for 2024 and 2.0% for 2025.
The discount rate used was determined in relation to market returns on prime corporate bonds on the valuation date. In this regard, the \"Composite\" interest rate curve was used for securities issued by corporate issues with an AA rating in the \"Investment Grade\" category in the eurozone as of 31 December 2022 (source: Bloomberg).
The change in the post-employment benefits plans is as follows: The table below shows a sensitivity analysis on the amount of the liabilities following the change in the main demographic and economic and financial assumptions relating to the parameters involved in the calculation.
Economic and financial assumptions
Demographic/Actuarial assumptions
Probability of termination of the employment relationship
10.2 FINANCIAL LIABILITIES AND PAYABLESFinancial payables and liabilities are recognised at amortised cost, using the actual interest rate method except for financial liabilities from hedging operations. Financial liabilities related to IFRS 16 debt are recognised pursuant to international accounting standard IFRS 16 - \u2018Leases\u2019.
Payables to other lenders
IFRS 16 lease liabilities (non current portion)
Financial liabilities for other hedging derivatives (non current portion)
Financial liabilities for hedging derivatives on equity instruments
Other financial liabilities
Due to banks (non current portion) refers to the portion of committed credit facilities maturing beyond 12 months and attributable to MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A. These payables are recognised in the financial statements using the amortised cost method.
A breakdown of the change of EUR 314.7 million for the year is provided below:
\u2212EUR 225 million nominal reclassified under current financial payables as two credit facilities maturing in 2023;
\u2212early repayment of EUR 28 million nominal under the loan taken out by MFE-MEDIAFOREUROPE N.V. with Credit Suisse;
\u2212reclassification of the EUR 31 million current portion of loans under Due to banks.
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in May 2024);
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in January 2025);
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in September 2026);
\u2212opening of a new EUR 100 million nominal credit facility with BNL S.p.A. (maturing in October 2026);
\u2212opening of a new EUR 196 million nominal credit facility (maturing in October 2025);
Some loans are subject to financial covenants on a consolidated basis as shown in the table below. As agreed with the counterparties, the indices stipulated in the covenants for determining net financial debt are calculated on the basis of the IAS/IFRS Accounting Standards in force on 31 December 2018 (excluding liabilities recognised under IFRS 16) and without including payables relating to the loans contracted by MFE and Mediaset Espa\u00f1a with Credit Suisse for the acquisition of the equity interest in ProsiebenSat1.
The method used to calculate the covenants also applies to contracts signed during 2022.
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
EBITDA/Net Financial Charges equal or more than 10
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2.25 (until June 2023)
Net Financial Position/Equity less than 2 (until June 2023)
Net Financial Position/EBITDA less than 2.25 (until December 2023)
EBITDA/Net Financial Charges equal or more than 10
Net Financial Position/EBITDA less than 2.25 (until June 2023)
Net Financial Position/Equity less than 2 (until June 2023)
Net Financial Position/EBITDA less than 2.25
Please note that the figures shown in the table above are those defined by contract with each counterparty and, therefore, may not be fully aligned with the main alternative performance measures identified by the Group in the Directors\u2019 Report on Operations.
If any financial covenants are breached, both for the loans and credit facilities, MFE-MEDIAFOREUROPE N.V. could be called upon to repay all amounts drawn. These parameters were met at the reporting date of these financial statements. Based on the current forecasts these parameters will also be complied with at the next testing date.
At 31 December 2022, approximately 73.5% of all approved credit facilities were committed facilities (67.4% at 31 December 2021).
In addition to the financial liabilities related to the investment in ProsiebenSat1, at 31 December 2022 MFE had EUR 1,700 million in total committed credit facilities lines, of which EUR 470 million unutilised and readily available, and Mediaset Espa\u00f1a had EUR 260 million in unutilised and readily available committed credit facilities. As at the approval date of these Consolidated Financial Statements, the committed credit lines available to MFE are equal to EUR 1,425 million, including EUR 269 million falling due within the next 12 months, which is in the process of being renewed for EUR 100 million within the first half of 2022; the credit lines of Mediaset Espa\u00f1a falling due within 12 months are unchanged compared to 31 December 2021. It should be noted that on 30 March a club deal credit line of 300 million euros was stipulated with UNICREDIT, INTESA SANPAOLO, BNP PARIBAS, BANCO BPM and CAIXA BANK to finance the cash amount of the purchase and exchange offer on Mediaset Espa\u00f1a Comunicacion shares.The following table shows the effective interest rates and financial charges expensed in profit or loss for loans recognised using the amortised cost method and the fair value calculated on the basis of year-end markets rates.
Intesa - S.Paolo 30/03/2020
IFRS 16 leases liabilities refers to the non-current portion of payables for leasing recognised in accordance with IFRS 16.
Financial liabilities for hedging derivatives on equity instruments relates to the call option granted to the financial counterparty as part of the collar contract hedging the fair value changes in the equity investment held in Prosiebensat.1 Media SE.
Other liabilities refers to the non-current portion of payables relating to the options to purchase non-controlling interests in subsidiaries.
10.3 PROVISIONS AND CONTINGENT LIABILITIESProvisions for risks and charges are costs and charges whose existence is either certain or probable, whose amount or date of occurrence cannot be determined as at the reporting date. These provisions have been made only when there is a current obligation, resulting from past events, that can be of a legal or contractual nature, or arising from declarations or behaviour by the companies of the Group that create valid expectations in the persons concerned (implicit obligations). Provisions represent our best estimate of the amount that the enterprise would have to pay in order to settle the obligation; When they are significant, and the payment dates can be reliably estimated, the provisions are recognised at present values with the charges resulting from the passage of time posted to the income statement under the item \u201cFinancial (Expenses)/Income\u201d.
The following is a breakdown of the provisions and their changes compared to prior year:
Change in the consolidation area
Risk provisions at 31 December 2022 mainly refer to legal proceedings totalling EUR 28.2 million (EUR 32.6 million at 31 December 2021), staff disputes and business restructuring plans totalling EUR 22.6 million (EUR 25.7 million at 31 December 2021) and contractual risks totalling EUR 50.0 million (EUR 54.5 million at 31 December 2021), of which risks relative to the under-utilisation of artistic resources compared to contractual agreements totalling EUR 10.2 million (EUR 11.2 million at 31 December 2021).
Below is an update at 31 December 2022 of the main lawsuits pending and contingent liabilities associated with them, which were also reported in the financial statements of previous years and the interim statements for the year.
Regarding Mediaset Espa\u00f1a, an update of the main lawsuits pending and contingent liabilities associated with those reported in the financial statements at 31 December 2022 is provided below.
As regards the proceedings of which Mediaset Espa\u00f1a S.A. was served notice on 21 February 2018 by the \"Comisi\u00f3n Nacional de los Mercados y la Competencia\" (CNMC) for an alleged breach of Section 1 of the Spanish Competition Act and Article 101 of the Treaty on the Functioning of the European Union (TFEU), on 13 January 2020 Mediaset Espa\u00f1a had filed an administrative appeal against the Decision, calling for its effects to be immediately suspended as an interim measure, both in terms of the order to discontinue the conduct penalised and the payment of the fine handed down. By ordinance of 4 September 2020, the Audiencia Nacional froze the order to pay the fine amounting EUR 39 million, but did not freeze the order to stop the conduct sanctioned. As a
result, the ordinance was appealed by Mediaset Espa\u00f1a and subsequently rejected by ordinance of 17 November 2020. This was then challenged in the Court of Cassation. On 19 May 2021, the Supreme Court dismissed the appeal. The administrative dispute has continued to be processed and is pending a final resolution. The serious defects of the Decision, together with the sound factual, legal and economic arguments expounded (as also supported by the reports of independent experts), should lead the requested interim measures to be granted. In any case, they allow us to trust that the decision appealed will be annulled in the courts. As a consequence, these Consolidated Financial Statements do not include any provision for this contingency, as the Directors (supported also on the opinion of the subsidiary\u2019s advisers) consider it improbable that this liability will ultimately materialise.As regards ordinary proceedings No. 1181/10 before the first instance court of Madrid, Mediaset Espa\u00f1a filed, in a document dated 19 November 2010, an application for ordinary judgment against ITV, in which it applied to declare null and void the contract licensing the use of the format of television program Pasapalabra as well as two other related contracts: one for providing library programmes and another for developing television formats. ITV rejected this claim by formulating a counterclaim and demanding that the Company be ordered to pay the consideration payable to it under the three contracts mentioned above, as well as compensation for damage suffered.
On 3 February 2014, the Court issued its judgment dismissing the appeal and partially upholding the counterclaim, and ordered Mediaset Espa\u00f1a to pay the sums claimed in the counterclaim for having breached the three agreements signed with ITV. These sums were then paid in the amount of approximately EUR 15 million.
Subsequently, the Provincial Court of Madrid, in a ruling dated 20 September 2016, partially upheld the appeal filed by Mediaset Espa\u00f1a, which reduced by about half the amount of the fine defined in the first instance.
This ruling was appealed by both parties in the Supreme Court, which admitted the appeal filed by Mediaset Espa\u00f1a and rejected the appeal filed by ITV. In its judgment dated 30 September 2019, the Supreme Court then dismissed the appeal filed by Mediaset Espa\u00f1a and upheld the judgment issued by the Madrid Provincial Court on 20 September 2016. The Supreme Court believes the criterion to be followed in determining the consideration owed by Mediaset Espa\u00f1a to ITV for the post-contractual use of the Pasapalabra format should correspond to the profit obtained by Mediaset Espa\u00f1a from using that format rather than some hypothetical royalty accruable to ITV in return for it being granted a licence. This compensation is to be determined during the enforcement of the judgment, by means of a specific procedure.
On 3 March 2022, two and a half years after the judgment was issued, Mediaset Espa\u00f1a was served a \"Request for Enforcement\" of the first instance court\u2019s judgment of 3 February 2014, which ordered Mediaset Espa\u00f1a to compensate ITV for the profits obtained in connection with the use of the format and title of the Pasapalabra program.
Mediaset Espa\u00f1a disagrees with the methods used by ITV to calculate this compensation, which do not in any way reflect how the television advertising market in Spain actually functions and which contain conceptual and approach errors on several counts, starting from the consideration that advertising revenues were calculated based on theoretical rates, that the advertising revenues generated in the time slot in which the Pasapalabra programme was broadcast should be attributed exclusively to that program and, finally, by considering the format and the programme to be equivalent.
Based on these considerations and on the well-established position taken by Mediaset Espa\u00f1a in these proceedings, the directors of Mediaset Espa\u00f1a, supported by internal quantification analyses reviewed by independent experts in the field, believe that the compensation that will be definitively determined by the
competent court will be in line with the amounts already accrued in previous years and confirmed in the Condensed Consolidated Statement of Financial Position at 31 December 2022.In reference to proceedings number 000401/2014-CR on the use by Mediaset Espa\u00f1a of the Pasapalabra format, in a judgment of 4 March 2019 (the \u201cJudgment\u201d) the Spanish Court of EU Trade Marks No 1 materially admitted the cumulative claims alleged by ITV Global Entertainment Limited (\u201cITV\u201d) against Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\u201cMES\u201d) in 2014 and 2016 and threw out the counterclaim filed by Mediaset against ITV regarding the last of the claims.
In its claims, ITV applied to be recognised as the owner of the European Union Trade Mark (\u201cEUTM\u201d) \u201cPasapalabra\u201d, for MES to stop using the trade mark and for compensation to be paid for its alleged undue use.
Mediaset Espa\u00f1a, on the other hand, applied for the claims of ITV to be thrown out and for its counterclaim to be admitted, with the aim of cancelling ITV\u2019s registration of the EUTM, and applied for MES to be recognised as the owner of the EUTM given its contribution in getting the trade mark known throughout the past 14 years.
The Court found that ITV was the owner of the EUTM, despite acknowledging in its Judgment that the trade mark derived directly from the previous \u201cPassaparola\u201d trade mark, which was created by R.T.I. (Mediaset Italia)/Einstein Multimedia without any role played by ITV, with this circumstance alone suggesting that the registration of the EUTM by ITV was conducted in bad faith.
By acknowledging ITV as the owner of the EUTM, the judgment sentenced Mediaset Espa\u00f1a to pay compensation of EUR 8.7 million for its supposed misuse of the EUTM since 2009. On 16 January 2020, the Provincial Court of Alicante issued its ruling on the judgment being appealed by Mediaset Espa\u00f1a. In this appeals ruling, although Mediaset Espa\u00f1a\u2019s claim to the ownership of the \u201cPasapalabra\u201d trade mark was thrown out, the court considered that, as the format\u2019s title and trade mark had the same name (Pasapalabra), ITV could not have its compensation doubled by adding together the compensation resulting from the above-mentioned proceedings 1181/2010 brought before the Court of Madrid with the proceedings brought before the Alicante Court of Trade Marks. Therefore, two key components of the judgment appealed were overturned:
\u2212The sentence ordering payment of compensation for the entire period between 3 August 2009 (when ITV applied to register the trade mark) and 1 February 2016 (when the application to register the trade mark was granted) was overturned, as the \u201creasonable compensation\u201d to which ITV had been entitled was considered as though it had already been paid by the compensation ordered for the same period in the proceedings brought with the Court of Madrid.
\u2212As for the compensation for the period between 2 February 2016 and the end of the Pasapalabra programming, the judgment determined that this amount should be deducted from the amount payable as compensation for the use of the format during the same period according to the enforcement proceedings brought before the Court of Madrid.
MES has brought an extraordinary appeal in the Supreme Court against the decision, which is currently in the process of being admitted. MES believes that compensation should only be paid where damage has been caused, which is not the case here as, even if any damage did exist, it would have been remedied by the compensation ordered in the above-mentioned proceedings 1181/10 brought before the first-instance court of Madrid. Furthermore, if we look at the licencing policy applied by ITV, we see that it charges a single amount for the format, title and trade mark, and therefore the payment for the trade mark has therefore already been included in the compensation described above.
For these reasons, these consolidated financial statements do not include any provision in relation to this contingency, as the Directors of Mediaset Espana, also supported by the opinion of their consultants, estimate that the risk that this liability could definitively materialize is not probable.
11. CURRENT LIABILITIES11.1 DUE TO BANKS
Financial liabilities (current and non-current) are recognised at amortised cost, using the effective interest rate method.
Current portion of non current debt
Loans refer to the current portion of committed credit facilities. The change on the previous year was due to the reclassification of a total of EUR 225 million nominal in credit facilities falling due within 12 months, the reclassification of the EUR 31 million nominal current portion of medium-to-long term loans and the repayment of credit facilities totalling EUR 353 million.
All Credit lines are subject to floating interest rates and refer to short-term loans with a due date set formally at one year and are renewable. The fair value of credit lines is in line with their carrying amount. The change on the previous year is due to the minor use of this type of financing.
11.2 TRADE AND OTHER PAYABLES
Trade and other payables are measured at their nominal amount, which is usually close to their amortised cost; those originating in non-UEM currencies are translated at the year-end spot rates issued by the European Central Bank.
Balance at 31/12/2022 Due
Carrying amount at 31/12/2021
Carrying amount at 31/12/2022
The trade and other payables include payables for the licensing of television and movie broadcasting rights for EUR 180.8 million (EUR 175.1 million at 31 December 2021) and payables for the purchase and production of TV programmes and amounts due to television artists and professionals for EUR 310.6 million (EUR 336.4 million at 31 December 2021).
The payables after 1 year equal to EUR 6.6 million (EUR 10.0 million in 2021) are classified as current payables because they are expected to be settled in the normal operating cycle.Amounts due to related parties include payables to associates, affiliates and the parent company. Details of these payables are provided in Note 15 below (Related-Party Transactions).
11.3 CURRENT TAX LIABILITIES
This item, amounting to EUR 11.6 million (EUR 17.4 million at 31 December 2021) includes payables to the tax authorities for companies not scoped into the tax consolidation arrangement, and taxes payable by foreign companies.
11.4 OTHER FINANCIAL LIABILITIES
Payables to other lenders
IFRS 16 financial liabilities
Financial liabilities for other hedging derivatives
Financial liabilities for hedging derivatives on equity instruments
Payables to other financial lenders mainly consist of payables to factoring companies totalling EUR 1.1 million (EUR 0.7 million at 31 December 2021); cash pooling with associates and joint ventures totalling EUR 47.3 million (EUR 49.2 million at 31 December 2021); loans totalling EUR 0.4 million (EUR 0.3 million at 31 December 2021) received to finance movie development, distribution and production operations; and EUR 6.4 million for the current portion of payables relating to purchase options over residual interests in the share capital of subsidiaries.
Financial liabilities for other hedging derivatives consisted of the EUR 3.4 million current portion of the fair value of foreign exchange derivatives both for the hedging of future commitments to purchase broadcasting rights and for items recognised in the financial statements, in particular receivables and payables denominated in foreign currencies.
Financial liabilities for hedging derivatives on equity instruments relate to the call option granted to the financial counterparty as part of the collar agreement hedging the fair value changes in the equity investment held in Prosiebensat.1 Media SE.
11.5 OTHER CURRENT LIABILITIESDue to social security institutions
Withholding tax on employees' wages and salaries
Accruals and deferred income
The main changes of the Other payables refer for EUR 10.9 to the payment for the contribution using frequencies, not paid in previous years as a result of foreclosures pending assignment released during 2022, for EUR 10.2 million to the payment due to employees, for EUR 2.0 million to the reversal of the debt relating to the earn out of Radio Subasio and Radio out on the basis of the contractual agreements stipulated at the time of acquisition.
Accruals and deferred income includes EUR 4.3 million in deferred income for right-of-use TV rights licenses.
11.6 NET FINANCIAL POSITIONBelow is a breakdown of the consolidated Net Financial Position in accordance with ESMA\u2019s \u201cGuidelines on disclosure requirements under the Prospectus Regulation\u201d of 4 March 2021, showing the net current and non-current financial debt of the Group. For each of the items reported, reference is given to the relative explanatory note.
For a breakdown of changes in the net financial position over the year, see the section on the Group's balance sheet and financial structure in the Directors\u2019 Report on Operations.
With reference to Note 11.2 above regarding the waivers obtained by MFE-MEDIAFOREUROPE N.V. from loan counterparties, the adjusted Net Financial Position is also reported for use in some indices, based on the covenants set forth in those agreements. The adjustments refer to the current and non-current portions of the financial liabilities recognised pursuant to IFRS 16 (lease) and payables relating to the loans contracted by MFE and Mediaset Espa\u00f1a for the acquisition of the equity interest in ProsiebenSat1.
Current accounts and demand deposits
Current financial assets and receivables
Current portion of non current debt
Other current payables and financial liabilities
Current Net Financial Position
Non-current financial payables and liabilities
Non current financial debt
Net Financial Indebtedness
Current portion of non current debt
IFRS 16 lease financial liabilities (current portion)
Due to banks (non-current)
Non-current financial payables and liabilities (IFRS 16 liabilities)
Net financial position (excluding IFRS 16 liabilities and ProSieben acquisition debt)
Below is a breakdown of certain Financial Position items; please refer to the indicated explanatory note for comments on the main changes in figures.Current financial assets and receivables includes EUR 6.9 million for the financial receivables indicated in note 8.4.
As indicated in note 12.4, Other current payables and financial liabilities includes payables to factoring companies, cash pooling arrangements with associates and joint venture and loans received to finance movie development, distribution and production operations, and the EUR 16.4 million current portion of the leases liabilities recognised in accordance with IFRS 16.
Current portion of non-current financial debt includes the EUR 259.2 million current portion of medium/long-term bank loans.
As indicated in note 11.2, Non-current financial payables and liabilities includes the EUR 72.4 million non-current portion of the payables for leases recognised in accordance with IFRS 16.
Liquidity risk
Liquidity risk is related to the difficulty of finding funds to meet financial obligations.
This may be due to the unavailability of sufficient funds to satisfy financial commitments in accordance with the established terms and due dates upon the sudden revocation of uncommitted credit lines or in the event that the Company has to settle its financial liabilities before their natural maturity.
Through careful and prudent financial management, which is reflected in the policy adopted, and the constant monitoring of the relationship between granted credit lines and their use, as well as the balance between short-term debt and medium/long term debt, the MFE Group has put in place sufficient credit lines, both in terms of quantity and quality, to face the current crisis. The Group\u2019s treasury activities are centralised in MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a Comunicaci\u00f2n SA, operating in their respective domestic markets as well as internationally, through the use of automatic cash pooling movements used by almost all the group companies.
The management of the liquidity risk involves:
omaintaining an essential balance between the committed and uncommitted credit facilities to avoid a strain on liquidity if creditors request repayment;
okeeping the average financial exposure during the year to no more than 80% of the total value granted by the lenders;
ofinancial assets that can be readily available to meet any liquidity requirements.
In order to optimise the liquidity management, the Group concentrates the payment dates to almost all its suppliers at the same dates, close to the most significant cash inflows.
The table below shows the company\u2019s financial obligations, based on the contractual expiry date and considering the worst case scenario at undiscounted values. Depending on the type of finance, it shows the nearest date when the Group may be asked to make payment and explanatory notes are provided for each class.
At 31 December 2022, \u201ccurrent financial payables\u201d due within 3 months included EUR 6 million in credit facilities for very short term advances with a due date formally set at one year. Lastly, current financial payables include the interest expense on term loans due within one year.
The Group expects to meet these obligations through the realisation of its financial assets and, specifically, through the collection of receivables connected to its various commercial activities.The difference between the carrying amounts and the total cash flows is mainly due to the calculation of interest on the contractual duration of the financial payables. In addition, for loans measured at amortised cost, interest is calculated using the nominal rate instead of the actual yield rate.
With reference to the section relating to financial derivatives, in the scenario of settlement of gross flows, the contractual exchange rate means the forward exchange rate set at the date of signing of the contract, while the year end rate means the spot rate at the reporting date.
BALANCE SHEET ITEM at 31 DECEMBER 2022
Due to banks (non-current portion)
Due to banks (current portion)
Financial payables to related parties
Due to suppliers for rights
Due to factoring companies
Other payables and financial liabilities
Hedging derivatives (foreign currency purchases)
(measured at contract exchange rate)
Hedging derivatives (available foreign currency)
(measured at year-end exchange rate)
Hedging derivatives (interest rate risk)
BALANCE SHEET ITEM at 31 DECEMBER 2021
Due to banks (non-current portion)
Due to banks (current portion)
Financial payables to related parties
Due to suppliers for rights
Due to factoring companies
Other payables and financial liabilities
Hedging derivatives (foreign currency purchases)
(measured at contract exchange rate)
Hedging derivatives (available foreign currency)
(measured at year-end exchange rate)
Hedging derivatives (interest rate risk)
11.7 HEDGING DERIVATIVES The Group is exposed to financial risks linked to:
- Exchange rate fluctuations, primarily in relation to the acquisition of television broadcasting rights in currencies other than the Euro and secondarily in relation to merchandise acquisitions;
- Interest rate fluctuations for long-term variable-rate loans;
- Fair value fluctuations for equity instruments.
As mentioned on the section on Accounting standards, amendments and interpretations applied from 1 January 2019, the hedge accounting provisions in IFRS 9 became applicable at the start of the year.
Financial risks and related hedging instruments
MFE has defined specific policies for the management of the Group\u2019s financial risks, aimed at reducing its exposure to exchange rate risks, interest rate risks and liquidity risks. To optimise the structure of operating costs and resources, this activity is centralised within the group parent Mediaset S.p.A., which has been entrusted with the task of collecting the information regarding the positions exposed to risk and hedging them.
Mediaset S.p.A. and Mediaset Espa\u00f1a directly operate in their own specific markets, controlling and managing financial risk for their subsidiaries. The selection of the financial counterparts focuses on those with a high credit standing while, at the same time, ensuring a limited concentration of exposures towards them.
Exchange rate hedging
The Group uses derivatives - mainly forwards - to hedge risks arising from foreign currency fluctuations both for highly probable future purchases and for payables relating to purchases already made.
For the MFE Group, the exchange risk is linked to the possibility of the currency rates changing from the time the acquisition of assets in a foreign currency has become highly probable (authorised purchase negotiations over broadcasting rights) to the moment when those assets are recorded in the financial statements; therefore, the hedging goal is to set the exchange rate of the price in euro at the approval date of the transaction (hedge accounting as set out in the IAS/IFRS). The hedging of merchandise purchase orders is treated the same way as, like with the case above, the hedging goal is to set the equivalent price of the merchandise in euro at the time the order was issued. Hedge accounting is therefore maintained, over all payables, until the payables are settled. In this case, the exchange rate hedging objective is to set the equivalent euro price of the non-euro denominated payable so as to eliminate the effects of exchange rate fluctuations and pre-determine the settlement value of the non-euro denominated payables.
Derivatives are classified under current financial assets and liabilities, and are recognised at fair value.
Fair value of the currency forwards is calculated as the present value of the difference between the notional amount measured at the forward contract rate and the notional amount measured at the fair forward rate (the end exchange rate calculated at the reporting date).
Fair value is adjusted to take account of the creditworthiness of the counterparty risk in the event of positive fair value and of the creditworthiness of Mediaset S.p.A. and Mediaset Espa\u00f1a S.A. in the event of negative fair value. Lastly, please note that the adjustment for creditworthiness is only calculated for derivatives with maturity more than 4 months from the measurement date.
For the purposes of hedge accounting, MFE designates hedging instruments as those related to the hedging of currency exposures linked primarily to commitments for future purchases of television broadcasting rights to be made in foreign currency (forecast transactions), for which the relationship between the derivative and the hedged item, as well as the high level of probability/effectiveness connected to the actual occurrence of the hedged event is formally documented. This relationship is also documented for the hedging of non-euro payables.
The effective portion of the fair value adjustment of the derivative that has been designated and that can be qualified as a hedging instrument is recognised directly in shareholders\u2019 equity, while the ineffective part is recognised in profit and loss.
The accounting treatment of these operations is the cash flow hedge. According to this rule, the effective portion of the change in value of the derivative is recognized in a shareholders\u2019 equity reserve. In the case of hedging of commitments for rights purchases, this reserve is used to subsequently adjust the cost of the asset (basis adjustment). Cash flow hedges are also established to hedge payables denominated in foreign currencies. In this event, the hedged item (the payable in foreign currencies) is converted at the spot exchange rate on the reporting date, with the effect recognised in the income statement in accordance with the change in the spot value.
Interest rate hedging
Interest rate risk arises from adverse movements in the interest rates that are applicable to the interest flows associated with the Group\u2019s medium-to-long term financial liabilities. The derivatives used to hedge this risk include Interest Rate Swaps and Options.
The fair value of interest rate swaps is calculated based on the current value of the expected future cash flows and the fair value of collar derivatives is calculated using the Black & Scholes formula.
For the purposes of hedge accounting, MFE designates hedging instruments as those instruments for which the relationship between the derivative and the hedged item is formally documented. As required by IFRS 9, hedge accounting can be applied where an economic relationship exists between the hedged item and the hedging instrument and where the effect of the credit risk is not greater than the fluctuations in the value of the economic relationship at the time the hedge is established and during the lifetime of the hedging relationship.
Equity instrument fair value hedging
To hedge the risk of fair value changes caused by fluctuations in equity instrument market price, MFE uses put and call options (hedging instruments) which are stipulated within a fair value hedge relationship
Pursuant to accounting principle IFRS 9, paragraph 6.5.15, and in order to determine the fair value, the intrinsic value (hedge relationship) and the time value of the option (cost of hedging) are separately identified. The hedge relationship is \u201ctime period-related\u201d, whereby the time period is allocated throughout the duration of the contract.
Having chosen to recognise the fair value changes of the hedged item in the oher comprehensive income statement without recyclingl to profit or loss, the fair value changes attributable to the time value and, if appropriate, the ineffectiveness of the hedge relationship will \u2013 as for the hedged item - not classified within the income statement but through the other comprehensive income statement..
The following is a breakdown of the financial assets and liabilities relating to hedging derivatives, reported earlier in Notes 7.7 (Other Financial Assets), 8.4 (Current Financial Assets), 10.2 (Financial Liabilities and Payables) and 11.4 (Other Financial Liabilities), showing the Group\u2019s net position.
Foreign currency forward contracts
Collar on equity instruments
The table below shows the notional amount of derivatives designated as hedges against foreign exchange risk associated with future commitments for the acquisition of broadcasting rights and existing contracts.
United States Dollars (USD)
With reference to the hedging of forecast acquisitions of broadcasting rights, the derivative contracts held at 31 December 2022 were subscribed with maturities reflecting the expected time period within which these intangible assets will be formalised by contract and recognised in the financial statements. The economic effect will be reflected in the amortisation of the assets as of the commencement date of the rights.
The following table shows the time-horizon for the reference currency (US dollars), when cash flows are expected to materialize.
Exchange Rate Risk
The Group\u2019s exposure to exchange rate risk mainly stems from the acquisition of television and movie broadcasting rights in currencies other than the Euro, mainly in US dollars, carried out in their respective areas of operation by R.T.I. S.p.A. and Mediaset Espa\u00f1a Comunicaci\u00f3n S.A..
In compliance with the Group\u2019s policies, the companies adopt an approach to exchange rate risk management aimed at eliminating the effect of exchange rate fluctuations while setting in advance the cost which the rights will be recognized upon acquisition.
Exchange rate risk emerges from the early stages of negotiations for entering into any contract and continues up to payment of the amount due for the acquisition of the broadcasting rights. From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
During the period between the date on which the purchase commitments were defined and the date on which the hedged television rights were recognised, the \u201ccash flow hedge\u201d method is used in accordance with IFRS 9. Based on this method, the effective portion of the change in the fair value of the derivative is accounted for in a reserve in Shareholders' Equity, which is used to adjust the initial cost of the TV right in the Financial Statements (basis adjustment), generating an impact on profit and loss when the hedged item, i.e. the TV right, is amortised.
Once the Group\u2019s broadcasting right is recognized, and after the date the payable is due but before it is settled, the Group takes out a cash flow hedge in which:
\u2212The hedged item (the payable in foreign currencies) is converted at the spot exchange rate at the reporting date, with the effect recognised in the income statement.
\u2212Changes in the intrinsinc element of the hedging instrument are recognized in other comprehensive income and this change is then reversed to the profit or loss.
The types of derivatives mainly used are forward and option contracts. The fair value of forward contracts on currencies is determined as the discounted difference between the notional amount calculated using the contractual forward rate and the notional amount calculated using the forward exchange rate at the reporting date adjusted for creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged risk (maturity, amount, etc.) and those of the hedging instrument through the application of specific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
Sensitivity analysis
Financial instruments exposed to EURO/USD exchange rate risk, mainly comprising payables for the acquisition of broadcasting rights and exchange rate derivatives, were the subject of a sensitivity analysis at the reporting date. The carrying amount of the financial instruments was adjusted by applying a symmetrical percentage change to the period-end exchange rate, equal to the 1-year implicit volatility of the reference currency published by Bloomberg, equal to 8.16% (5.58% for 2021).
The table below summarises the changes in the Net profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
EUR/USD exchange rate at 31 December
rectified EUR/USD exchange rate
Total Shareholders' Equity
Interest rate risk
The management of the financial resources of the Group involves the centralised cash-pooling with the group parent MFE-MEDIAFOREUROPE N.V. and with Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. (for its subsidiaries). These companies are tasked with obtaining funding from the market by entering into medium/long term loans and opening committed and uncommitted credit lines.
Interest rate risk mainly originates from variable rate financial payables, which expose the Group to cash flow risk. The management objective is to limit the fluctuation of financial expenses that impact the financial result, limiting the risk of a potential rise in interest rates.
Within this context, the Group pursues its objectives using derivatives entered into with third parties aimed at setting in advance or reducing, the change in cash flows due to the market change in interest rates on medium/long-term debt. The timeframe considered significant for managing interest rate risk is defined as a minimum term of 18 months of residual duration of the operation.
From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
Specifically, the cash flow hedge methodology set out by IFRS 9 is used. According to this method, either the absolute change in the clean fair value of derivatives - that is, the fair value less accrued interest - or the fair value of the underlying, whichever is smaller, is charged to an equity reserve. The difference between this value and the total fair value is recognized in the Income Statement at each valuation date. Both the fair value and the clean fair value are adjusted to take account of creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged liabilities (maturity, amount, etc.) and those of the hedging instrument through the application ofspecific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.The fair value of the interest rate swaps (IRS) is calculated based on the present value of expected future cash flows.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
The Group has collar derivatives in place to hedge variable rate medium/long term loans.
The main features about derivatives instruments regarding MFE-MEDIAFOREUROPE N.V.
Interest Rate Swap - INTESA SANPAOLO - EUR 150 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 100 million notional
Interest Rate Swap - BPER Banca - EUR 100 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Sensitivity analysis
Financial instruments exposed to interest rate risk were subjected to a sensitivity analysis at the reporting date. The assumptions upon which the model is based are illustrated below:
Medium-to-long term payables were subject to a change of 50 bps upwards and 20 bps downwards at the date of re-fixing the internal rate of return posted during the year.
Short and medium/long revolving payables and other current financial items were subject to a recalculation of the amount of financial charges by applying a change of 50 bps upwards and 20 bps downwards to the values posted to the financial statements.
The fair value of interest rate swaps (IRS) was recalculated applying a symmetrical shift (+100 bps; -100 bps) to the interest rate curve at the reporting date. The ineffective portion was calculated based on the fair value recalculated using the adjusted interest rate curve. In 2021 It was not possible to apply a symmetrical change of 50 bps as the very short-term interest rate curve at the reporting date was negative.
The table below summarises the changes in the Profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
Total Shareholders' Equity
Price Risk
Sensitivity analysis
To hedge the risk of fair value changes caused by fluctuations in the share price of ProSiebenSat.1 Media SA, MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a SA entered into collar contracts (purchase of put options and sale of call options) hedging their own equity investments, aimed at containing share price fluctuations within a 90%-120% range of their initial value.
Looking at the hedges agreed by MFE-MEDIAFOEEUROPE N.V., the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.
At 31 December 2022, only around half of the first tranche of options expiring in November 2024 was outstanding. The share price was EUR 8.35 and, therefore, the call options with a strike price of EUR 10.17 were \u201cin the money\u201d, with an intrinsic value of EUR 5.1 million.
However, if we imagine a price per share of EUR 14.13 (a change of +125% of the initial price), the call options sold with a strike rate of EUR 13.56 would now be \u201cin the money\u201d and would therefore have an intrinsic value of - EUR 1.59 million and 100% effectiveness:
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
Looking at the hedges entered into by Mediaset Espa\u00f1a, here too, the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.At 31 December 2022, only the second tranche of options expiring in 2024 was outstanding. If we image that the share price fluctuates to 85% of the reference price, the change in the value of the options would be almost symmetrically offset by the change in the share price. The same thing would also occur if the price fluctuated to more than 15% above the reference price.
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
NOTES ON MAIN CASH FLOW STATEMENT ITEMS12. NOTES ON MAIN CASH FLOW STATEMENT ITEMS
12.1 OTHER PROVISIONS AND NON-CASH MOVEMENTS
This item refers primarily to provisions (net of utilisations) for risks, employee leaving entitlements and incentive plan costs, and to gains/losses on the disposal of property, plant and equipment and other intangible assets and television and film broadcasting rights.
12.2 CHANGE IN OTHER ASSETS AND LIABILITIES
This item includes changes in Other receivables and current assets, Post-employment benefit plans, Other current liabilities and differences realised in the financial settlement of foreign exchange hedge for the ineffective portion of the hedging relationship as well as EUR 23.0 million as the exchange difference arising from the cash settlement of exchange rate hedges for the ineffective portion of the hedge.
12.3 PROCEEDS FROM GOVERNMENT GRANTS
This item refers to the grants received under the Ministry of Economic Development (MISE) \u2013 now the Ministry of Enterprise and Made in Italy (MIMIT) \u2013 Interministerial Decree of 17 November 2021 setting out compensatory measures for transmission facilities upgrade costs incurred by network operators nationwide as a consequence of the refarming of frequencies for the digital terrestrial television service.
12.4 PROCEEDS/(PAYMENTS) FOR HEDGING DERIVATIVES ON FINANCIAL ASSETS
This item includes the cash outassociated with the early closing of collar contracts entered into to hedge the equity investment in ProSiebenSat.1 Media SE.
12.5 PROCEEDS/(PAYMENTS) FOR OTHER FINANCIAL ASSETS
In 2022, this item mainly referred to the following: EUR 30.7 million for the acquisition of a further 1.11% stake by MFE in Prosiebensat.1 Media SE; EUR 12.0 million for the acquisition of equity interests as part of the \u201cAD4ventures\u201d business; EUR 1.5 million for the acquisition of a 5% stake in Radio Digitale S.r.l.; EUR 3.2 millionfor the acquisition of a 15% stake in Genetiko Communication S.p.A.; EUR 9.8 million in proceeds from the sale of non-controlling interests as part of the Ad4ventures business; and EUR 1.7 million in proceeds from the cash pooling carried out on behalf of associates and joint ventures.12.6 DIVIDENDS RECEIVED
This item refers to the EUR 34.5 million in dividends received from Prosiebensat.1 Media SE and the EUR 24.0 million in dividends received from EITowers S.p,A., with the remainder referring to the dividends received from associates and joint ventures.
In the previous year, this item referred to the EUR 149.9 million in dividends received from EITowers S.p.A., the EUR 14.3 million in dividends received from Prosiebensat.1 Media SE and the dividends from associates and joint ventures.
12.7 BUSINESS COMBINATIONS NET OF CASH AND CASH EQUIVALENTS ACQUIRED
The item refers to the cash outflow for Digitalia\u201908\u2019s acquisition from Mediamond of the business unit responsible for the direct management of radio advertising sales for Group broadcasters and some third-party broadcasters.
12.8 DIVIDENDS PAID
This item refers to the distribution of dividends resolved by the shareholders' meeting of 29 June 2022.
12.9 CHANGES IN CONTROLLING INTEREST
This item refers to the disbursements made by the Group under the voluntary purchase and exchange offer over the non-controlling interest in the subsidiary Mediaset Espa\u00f1a with respect to the cash portion of acquiring a 27.23% of the share capital in the subsidiary (EUR 184.2 million) and the related transaction costs incurred by the Group for the year.
In the previous year, this item referred to the EUR 4.0 million disbursement for the acquisition of a 20% stake in El Desmarque Portal Deportivo, S.L. in March 2021, the EUR 1.2 million advance payment for the acquisition of a 20% stake in Monradio, and EUR 0.7 million for the acquisition of Mediaset Espa\u00f1a treasury shares12.10 CHANGES IN FINANCIAL LIABILITIESAs required by IAS 7, the table below shows the changes in financial liabilities.
CHANGE IN FINANCIAL LIABILITIES
Other non-cash movements (**)
Hedging derivatives (interest rate)
Current portion of non current debt
Payables to other lenders
IFRS 16 financial liabilities
Due to bank (non-current portion)
Total financial liabilities
(*) includes cash flow from interest paid
(**) includes measurement at amortised cost
CHANGE IN FINANCIAL LIABILITIES
Other non-cash movements (**)
Hedging derivatives (interest rate)
Current portion of non current debt
Payables to other lenders
IFRS 16 financial liabilities
Due to bank (non-current portion)
Total financial liabilities
OTHER INFORMATION13. DISCLOSURES ON FINANCIAL INSTRUMENTS AND RISK MANAGEMENT POLICIES
The tables below provide, separately for the two years being compared, the disclosures required by IFRS 7, for the purpose of evaluating the significance of the financial instruments with reference to the statement of financlal position, cash flows statement and income statement result for the Group.
Categories of financial assets and liabilities
Below is a breakdown of the carrying amounts of the financial assets and liabilities, as required by accounting standard IFRS 7.
FINANCIAL ASSETS at 31 DECEMBER 2022
Financial assets at amortised cost
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Financial receivables (due over 12 months)
OTHER RECEIVABLES/CURRENT ASSETS:
Due from factoring companies
CURRENT FINANCIAL ASSETS:
Financial receivables (due within 12 months)
Hedging derivatives on equity instruments
Other hedging derivatives
CASH AND CASH EQUIVALENTS:
Current accounts and demand deposits
FINANCIAL LIABILITIES at 31 DECEMBER 2022
Liabilities at amortised cost
NON CURRENT FINANCIAL LIABILITIES AND PAYABLES:
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Other financial liabilities
OTHER FINANCIAL LIABILITIES:
Due to factoring companies
Other financial liabilities
Hedging derivatives on equity instruments
Other hedging derivatives
Financial payables to related parties
TOTAL FINANCIAL LIABILITIES
FINANCIAL ASSETS at 31 DECEMBER 2021
Financial assets at amortised cost
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Financial receivables (due over 12 months)
OTHER RECEIVABLES/CURRENT ASSETS:
Due from factoring companies
CURRENT FINANCIAL ASSETS:
Financial receivables (due within 12 months)
Hedging derivatives on equity instruments
Other hedging derivatives
CASH AND CASH EQUIVALENTS:
Current accounts and demand deposits
FINANCIAL LIABILITIES at 31 DECEMBER 2021
Liabilities at amortised cost
NON CURRENT FINANCIAL LIABILITIES AND PAYABLES:
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Other financial liabilities
OTHER FINANCIAL LIABILITIES:
Due to factoring companies
Other financial liabilities
Hedging derivatives on equity instruments
Other hedging derivatives
Financial payables to related parties
TOTAL FINANCIAL LIABILITIES
Fair value of financial assets and liabilities, and calculation models and input data used
Below is an analysis of the amounts corresponding to the fair value of assets and liabilities broken down based on the methodologies and the calculation models used to calculate them.
Note that the tables do not show those financial assets and liabilities whose book value is very close to the fair value and that the fair value of derivatives represents the net position between assets and liabilities amounts.
The input data used to measure fair value at the reporting date, obtained from Bloomberg provider, were as follows:
oEuro curves for the estimation of forward rates and discount factors;
oSpot exchange rates of the ECB;
oForward exchange rates calculated by Bloomberg;
oThe fixing of the Euribor rate;
oThe \u201cmid\u201d credit default swap (CDS) spread listed by various counterparties (if available);
oCredit spread of MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A.
BALANCE SHEET ITEM at 31 DECEMBER 2022
M/L trade and other payables
Hedging derivatives on equity instruments
Other hedging derivatives
BALANCE SHEET ITEM at 31 DECEMBER 2021
M/L trade and other payables
Hedging derivatives on equity instruments
Other hedging derivatives:
The fair value of securities listed on an active market is based on market prices at the reporting date. The fair value of securities not listed in an active market and trading derivatives is determined by using the most
commonly used valuation models and techniques on the market or using the price provided by several independent counterparties, with reference to comparable listed securities prices.The fair value of non-current financial payables has been calculated considering the credit spread of MFE-MEDIAFOREUROPE N.V. and also including the short-term component of the medium/long term loans.
For the trade receivables and payables expiring within 12 months, the fair value was not calculated since is very close to their carrying amount. As a result, the carrying amount stated for the receivables and payables for which the fair value was calculated also includes the portion due within 12 months of the reporting date. The calculation of the fair value of trade receivables only takes into account the creditworthiness of the counterparty when there is market information that can be used to determine it. With regard to trade payables, fair value has been adjusted taking into account the creditworthiness of MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A..
The financial assets and liabilities measured at fair value are classified in the following table, based on the nature of financial parameters used in determining the fair value, on the basis of the fair value hierarchy envisaged by the standard:
oLevel I: listed prices on active markets for identical instruments;
oLevel II: variables other than listed prices in active markets that may be observed either directly (as in the case of prices) or indirectly (derived from the prices);
oLevel III: variables that are not based on observable market values.
BALANCE SHEET ITEM at 31 DECEMBER 2022
Hedging derivatives on equity instruments
Other hedging derivatives
BALANCE SHEET ITEM at 31 DECEMBER 2021
Hedging derivatives on equity instruments
Other hedging derivatives
14. SHARE-BASED PAYMENTSIn accordance with IFRS 2, the Group classifies stock option plans and medium/long-term incentive plans as \"share-based payments\". Those that are \"equity-settled\", i.e. involving the physical delivery of the shares, are measured at the fair value at the grant date of the option rights (which is calculated on the basis of the share price) assigned and recognised as a personnel expense to be spread evenly over the vesting period of the rights, with a corresponding reserve booked to shareholders' equity. This allocation is carried out based on the estimate of the rights that will actually allot to the person entitled, in consideration of their vesting conditions not based on the market value of the rights.
At the end of the period in which the rights can be exercised the related shareholders\u2019 equity reserve is reclassified within retained earnings.
At 31 December 2022, medium/long-term incentive plans allocated for the years 2021 and 2022 were recognised in the financial statements for the purposes of IFRS 2.
The plans that had an impact on the income statement are those that can be exercised and which, at the reporting date, have not yet been concluded, or those that have vested during the year.
All the plans are equity-settled, i.e., they involve the allocation of treasury shares bought back from the market. Options and the free allocation rights granted to the employee beneficiaries are linked to the Group's achievement of financial performance targets and the employee remaining with the Group for a certain length of time.
The details of incentive plans with free granting of shares to the beneficiaries can be summarised as follows:
from 12/03/2019 to 31/12/2021
from 01/01/2021 to 31/12/2023
from 01/01/2022 to 31/12/2024
A-class shares EUR 0.415
B-class shares EUR 0.607
On 14 July 2022, the Board of Directors of MFE-MEDIAFOREUROPE N.V completed its assessment of the terms and conditions set forth in the 2019-2021 medium-long term incentive plan regulation for the year 2019 and resolved to issue 1,771,602 MFE A-Class Shares which would be allocated to the Plan beneficiaries, in addition to the MFE A-Class Shares already held by the Company. After having consulted the Nomination and Remuneration Committee, Mediaset\u2019s Board of Directors also determined the beneficiaries under the Medium/Long\u2013Term Incentive and Loyalty Plan (2021-2023) established by resolution of the Shareholders' Meeting of 23 June 2021. The Board allocated those same beneficiaries their entitlements for 2022, the quantity of which were determined based on the criteria established in the Plan regulations approved by the Board of Directors during the meeting held on 27 July 2021 and amended following the introduction of the dual share class.
Below is a summary of the changes to stock option plans and the medium/long-term incentive plans:
Options outstanding at 1/1/2021
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2021
Options outstanding at 1/1/2022
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2022
The incentive plans are recognised in the financial statements at their fair value:
o2019 Stock Option Plan: EUR 2.811 per share.
o2021 Stock Option Plan: EUR 2.533 per share.
o2022 Stock Option Plan: EUR 0.415 per A-class share and EUR 0.607 per B-class share
The fair value of the incentive plans was calculated based on the stock market price on the grant date.
The subsidiary Mediaset Espa\u00f1a also has medium/long-term incentive plans in place, allocated in 2019 and 2021.
The plans provide for the allocation of free rights for the granting of Mediaset Espa\u00f1a shares with regular dividend entitlement, subject to the achievement of performance targets, as well as the continuing employment of the beneficiary at the end of the vesting period. All the plans are equity-settled, i.e., they involve the allocation of treasury shares bought back from the market.
The details of the incentive plans can be summarised as follows:
from 01/01/2019 to 31/12/2021
from 01/01/2021 to 31/12/2023
60 days after the Shareholders' meeting 2021
60 days after the Shareholders' meeting 2023
Below is a summary of the changes to medium/long-term incentive plans:
Options outstanding at 1/1/2021
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2021
Options outstanding at 1/1/2022
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2022
The incentive plans are recognised in the financial statements at their fair value:
o2019 Stock Option Plan: EUR 6.33 per share.
o2021 Stock Option Plan: EUR 4.54 per share.
The fair value of the incentive plans is based on the arithmetic mean of the official stock market prices over the 30 days prior to the grant date.
15. RELATED-PARTY TRANSACTIONS
The following summary table shows, for the main income statement and balance sheet items, the details of the companies that are the counterparts of these transactions.
Financial income / (expense)
Other receivables/ (payables)
Societ\u00e0 Sportiva Monza 1912 S.p.A.
Arnoldo Mondadori Editore S.p.A.*
Fininvest Gestione Servizi S.p.A.
Other affiliated entities
Total Affiliated Entities
ASSOCIATES AND
JOINT VENTURES
Alma Productora Audiovisual SL
EURpean Broadcaster Excange (EBX) Limited
Fascino Produzione Gestione Teatro S.r.l.
Fenix Media Audiovisual, SL
La Fabbrica De la Tele SL
Financial income / (expense)
Other receivables/ (payables)
Total Joint ventures and associates
KEY
MANAGEMENT PERSONNEL***
SUPPLEMENTARY
PENSION SCHEME (Mediafond)
OTHER RELATED PARTIES****
* The figure includes the company and its subsidiaries, associates or jointly controlled companies
** The figure includes the company and its subsidiaries.
*** The figure refers to the directors of MFE MediaforEurope NV.
**** The figure include the relations with the directors of the parent company Fininvest S.p.A., their and the MFE directors\u2019 close family members and companies in which these persons exercise control, joint control or significant influence or in which they hold, either directly or indirectly, a significant stake of no less than 20%, of the voting rights and the relations with consortiums principally engaged in the management of television signal transmission.
Revenues and trade receivables due from associated entities mainly relate to the sales of television advertising space. All these transactions are carried out at market value conditions and on an arm\u2019s lengths basis.
The revenues from Mediamond (joint venture between Publitalia'80 and Mondadori Pubblicit\u00e0) refer to the amounts due to MFE Group companies operating editorially for websites and relate to the sale of advertising space by agency.
The costs and the related trade payables mainly refer to purchases of television productions and broadcasting rights and to the fees paid to associates for the sale of advertising space managed through exclusive concessions by Group companies.
The costs paid to associate EI Towers relate to those paid under the \u201cfull service\u201d contract for the hosting, support and maintenance of broadcasting equipment, the signal contribution services performed for Elettronica Industriale and the hosting and maintenance services performed for the Group\u2019s radio broadcasters.
The item other receivables/(payables) mainly refers to payables for loans and credit facilities due to affiliate companies, intercompany current accounts and loans given to associates.
During the year, dividends were also collected from affiliates and jointly controlled entities, for a total of EUR 36.9 million.
For more information as required by IAS 24 on the compensation of MFE Directors, please see the table below and Remuneration Report annexed to this Annual Report.
Fixed Compensation in MFE *
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
Post-employment benefits
***
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Payment order in favor of Fininvest Spa
*** (for Groups\u2019 employees) including TFR severance indemnity equal to 6.90% of the total compensation as established by the Italian law
Short-term employee benefits
Fixed Compensation in MFE
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Term ended in June 2021
*** Payment order in favor of Fininvest Spa
16. GUARANTEES AND COMMITMENTSGuarantees include both the guarantees given and those received by the company. The guarantees given refer to those provided by the Group for the its own or third-party obligations. The guarantees received refer to those provided by third parties for the benefit or in the interest of the Group. The guarantees given and received by the company include personal guarantees (sureties, endorsements) and real guarantees (liens, mortgages). Guarantees given are recognised at the moment the company gives the guarantee.
Commitments are obligations assumed by the company towards third parties, which originate from legal transactions that have certain mandatory effects but have not yet been performed by either party (so-called deferred performance contracts). Nevertheless, these can significantly affect the company's equity and financial position, and it is useful to bear them in mind when evaluating this position. Commitments include future commitments of certain performance and amount, and future commitments of certain performance but uncertain amount. Commitments are initially recognised at the nominal value inferred from the transaction documents.
The amounts of guarantees and commitments are re-determined at each reporting date.
The overall amount of guarantees received, mainly bank guarantees, for receivables from third parties totalled EUR 9.7 million (EUR 13.3 million at 31 December 2021). This amount refers almost entirely to the Mediaset Espa\u00f1a Group (EUR 10.6 million at 31 December 2021).
In addition, bank guarantees in favour of third-party companies were issued for a total amount of EUR 103.7 Million (EUR 123.4 million at 31 December 2021), almost entirely referring to the Mediaset Espa\u00f1a Group.
The main commitments of the Group companies can be summarised as follows:
\u2212commitments for the acquisition of television and movie broadcasting rights (free and pay), totalling EUR 599.3 million (EUR 846.4 million at 31 December 2021). These future commitments relate mainly to volume deal contracts of the Group with some of the leading American TV producers.
\u2212EUR 16.5 million to associates for the acquisition of content, sport events and rental contracts (EUR 22.0 million at 31 December 2021).
\u2212commitments for artistic projects, television productions and press agency contracts of approximately EUR 367.9 million (EUR 213.2 million at 31 December 2021), of which EUR 205.2 million due to Related Parties;
\u2212commitments for digital broadcasting capacity services of EUR 0.8 million (EUR 25.2 million at 31 December 2021);
\u2212EUR 4.0 million in contractual commitments for satellite capacity use (EUR 8.0 million at 31 December 2021).
\u2212commitments to the EI Towers Group of approximately EUR 386.2 million (EUR 544.7 million at 31 December 2021) relating to the long-term contract for hospitality, support and maintenance services (full service), in effect from 1 July 2018 to 30 June 2025.
\u2212commitments for the purchase of new equipment, multi-year leases, rental of high-frequency towers, the supply of EDP services and commitments to trade associations for the use of intellectual property rights totalling EUR 187.5 million (EUR 234,3 million at 31 December 2021);
17. SUBSEQUENT EVENTS AFTER 31 DECEMBER 2022On 30 January 2023, the boards of directors of MFE and of subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\"MES\") approved, and agreed to sign, the joint cross-border merger project for the cross-border merger by incorporation of MES (the mergee company) into MFE (the merger company) (the \"Merger\").
On 15 March 2023, the shareholders' meetings of MFE and MES were held.
The Shareholders\u2019 Meeting resolved to approve the following:
othe proposal to, simultaneously with the Merger, cancel all 88,707,693 ordinary MFE A-class shares (representing 0.66% of nominal issued share capital and 5.81% of all MFE A-class shares issued to date) and to reduce the issued share capital accordingly. Undertake all activities and steps to cancel and simultaneously reduce MFE's issued share capital are to be completed before the effective date of the Merger;
othe proposal to effect the cross-border merger takeover of Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\"MES\") (as the mergee company) into MFE (as the merger company) (the \"Merger\") in accordance with the terms and conditions set forth in the joint cross-border merger project prepared and signed on 30 January 2023 by the boards of directors of both companies participating in the Merger (the \u201cJoint Cross-border Merger Project\") and, therefore, to authorise the Board of Directors of MFE \u2013 in accordance with the terms and subject to the fulfilment of (or waiver of) the conditions precedent described in the Joint Cross-border Merger Project \u2013 to execute, or cause to be executed, the related Merger Project, including amendments to the Bylaws of MFE.
The Extraordinary Shareholders' Meeting of MES resolved, among other things, to approve the following:
othe Segregation (under Articles 40 of Spanish Law 3/2009 and in accordance with the terms and conditions of the transfer project dated 30 January 2023) from MES in favour of its fully-owned subsidiary Audiovisual Mediaset Espa\u00f1a Comunicaci\u00f2n S.A.U. through the carve-out en bloc and by universal succession all of its assets and liabilities, with the exception of the 100% shares in GA Mediaset, the shares representing 13.18% of its share capital in ProSiebenSat.1 Media SE, as well as the debt owed to Cr\u00e9dit Suisse associated with the acquisition of those shares under a loan provided by that credit institution to Mediaset Espa\u00f1a, the outstanding put and call options under the same agreement relating to 4,951,250 shares in ProSiebenSat.1 Media SE, and a cash amount representing the Mediaset Espa\u00f1a cash not necessary for the pursuit of the business forming the subject matter of the Carve-Out in the ordinary course of its activities. othe Merger, according to the terms and conditions of the Joint Cross-border Merger Project.
With reference to MFE's shareholding in ProsiebenSat1 Media SE, relevant events after 31 December 2022 have been reported in Note 4 Key Information relating to the Scope of Consolidation
18. LIST OF EQUITY INVESTMENTS INCLUDED IN THE GROUP\u2019S CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022Companies consolidated on a line-by-line basis
Mediaset Investment N.V. (in liquidation)
Elettronica Industriale S.p.A.
Virgin Radio Italy S.p.A.
Mediaset Espa\u00f1a Comunicaci\u00f2n S.A.
Advertisement 4 Adventure, SLU
Publimedia Gestion S.A.U.
Grupo Audiovisual Mediaset Espa\u00f1a Comunicaci\u00f2n S.A.U.
Grupo Editorial Tele 5 S.A.U.
Conecta 5 Telecinco S.A.U.
Produccion y Distribucio de Contenidos Audiovisuales Mediterraneo SLU
El Demarque Portal Deportvo SL
Megamedia Television S.L.
Supersport Television S.L.
(*) The Group\u2019s shareholding is calculated by taking into account the stake directly and indirectly held by the Parent Company at 31 Decembre 2022, without taking into account the treasury shares of subsidiaries and investees.
Associates and joint ventures
21CO Societ\u00e0 a Responsabilit\u00e0 Limitata
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Rome
Agrupaci\u00f3n de Inter\u00e9s Econ\u00f3mico
Furia de Titanes II A.I.E.
Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited
Gestioni Postazioni Nord-Est S.r.l.
European Broadcaster Exchange (EBX) Limited
Fascino Produzione Gestione Teatro S.r.l.
Fenix Media Audiovisual SL
Horizon Media International Sarl
La Fabrica De La Tele S.L.
Producciones Mandarina S.L.
Audiradio S.r.l. (in liquidation)
Club Dab Italia Societ\u00e0 Consortile per Azioni
C.R. DAB Consorzio Radio Digitale SCARL
Genetiko Comunication S.p.A.
Innovaci\u00f3n y desarrollo de Nuevos
Canales Comerciales, SL
Kirch Media GmbH & Co.
Kommanditgesellschaft auf Aktien
Unterf\u00f6hring (Germany)
Player Editori Radio S.r.l.
Unterf\u00f6hring (Germany)
Romaintv S.p.A. (in liquidation)
Societ\u00e0 Funivie Maddalena SpA
Tavolo Editori Radio S.r.l.
(*) The Group\u2019s shareholding is calculated by taking into account the stake directly and indirectly held by the Parent Company at 31 Decembre 2022, without taking into account the treasury shares of subsidiaries and investees
2. PRESENTATION BASIS AND ACCOUNTING STANDARDS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
These consolidated financial statements are:
- prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU) and satisfy the financial reporting obligations contained in Part 9 of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financing Reporting Interpretations Committee (IFRIC) effective year-end 2022 have been adopted by the EU. Consequently, the accounting policies applied by the Company also fully comply with IFRS as issued by the IASB;
- prepared by the Company's Board of Directors and authorised for publication on 18 April 2023 and will be put to the Annual General Meeting of Shareholders for resolution on 7 June 2023;- prepared on the historical costs basis unless certain financial instruments which have been measured at fair value in accordance with IFRS 9 and IFRS 13;
- presented on a going-concern basis, having the Directors verified that there are no financial, operational or other indications pointing to any critical issues that could affect the Group\u2019s ability to meet its obligations in the foreseeable future. The risks and uncertainties regarding the business are described in the Directors\u2019 Report on Operations. The way in which the Group manages its financial risks, including liquidity and capital risk, is described in the section entitled \u201cDisclosure on financial instruments and risk management policies\u201d in these Explanatory Notes.
- presented in Euro, which is the functional currency used for the majority of the Group\u2019s operations.
The amounts shown in this note are expressed in millions of euro.
2.1 ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements and the Explanatory notes to the consolidated financial statements, management is required to make estimates and judgements mainly necessary to measure certain assets and liabilities and evaluate contingent assets and liabilities. The application of accounting policies requires Judgments that impact the amount recognised. Additionally, amounts recognised are based on factors that are by default associates with uncertainty. Where applicable, the estimates and judgments are described per note within the consolidated financial statements.
In particular, preparing these Consolidated Financial Statements has required material judgment to be made to assess, based on the facts and circumstances arising during the year, whether the Group exercises significant influence from its aggregate investment in ProsiebenSat1 Media SE. In this respect, IAS 28 (Investments in Associates and Joint Ventures) provides that holding 20% or more of the voting rights of an investee is to be presumed an indicator of significant influence over the investee. These assessments are reported in the Note 4 Key Information relating to the Scope of Consolidation, which describes the most significant corporate transactions and changes in the scope of consolidation during the year.
On the other hand, the most significant areas of the financial statements that required use of estimates were as follows:
\u2212assumptions used in impairment testing (note 7.4 Assessment of recoverability of goodwill and other non-current assets)
\u2212estimating the useful life of tangible and intangible assets (note 7.1 Property, plant and equipment; 7.2 Television and Movie Rights; 7.5 Other intangibles assets)
\u2212assessment of the recoverability period of carried forward tax losses (note 7.8 Deferred tax assets and liabilities)
\u2212assessment of credit risk for trade and financial receivables (note 8.2 Trade receivables)
\u2212assumptions for discount rates, future salary increase and life expectancy to calculate the employees defined benefit plan (note 10.1 Post Employment Benefits Plans)
\u2212assessment of the likelihood and estimating timing and potential cash flow relating to claims and litigations (note 10.3 Provisions and contingent liabilities)
The estimates used in preparing this consolidated financial statemets have mainly been used to determine the recoverable amount of the cash generating units (CGUs) to which goodwill or other assets with definite or indefinite useful lives are allocated for the purposes of periodic testing as required by IAS 36. In accordance with IAS 36, these assets should be measured at their recoverable value, using the higher of (i) their value in use or (ii) their fair value net of disposal costs. Estimating the value in use involves, first, identifying the expected future cash flows that each asset or cash generating unit (CGU) will produce in its current condition, based on the five-year plans (2023-2027) drawn up on the basis of the guidelines approved by the Board of Directors on 7 March 2023, and, second, determining an appropriate discount rate. The main uncertainties that could influence this estimate relate to determining the Weighted Average Cost of Capital (WACC) and the long-term growth rate (g-rate) of the cash flows beyond the explicit forecast period, the development of the industry markets and, therefore, the assumptions made in estimating the expected cash flows for the years explicitly forecast and the cash flows used to determine the Terminal Value. Estimating fair value, on the other hand, involves applying the measurement criteria and techniques envisaged by IFRS 13 to determine - using one or more measurement techniques designed to maximize the observable inputs - the price that would be received, as at the measurement date, from the sale of an asset or a group of assets in an orderly transaction between market participants on the main market for those assets.
As regards the main financial assets tested under IFRS 9, the general creditworthiness of the counterparties was not seen to have deteriorated significantly enough as to significantly impact the Expected Credit Losses, which have also been updated based on the market parameters observable at the date of this consolidated financial statements. Therefore, there were no significant impacts in terms of apply write-downs of recognised assets.
The impairment and recoverability assessment of the deferred tax assets recognized in the financial statements as at 31 December 2022, with particular reference to the carried forward tax losses generated in the Italian consolidated tax perimeter, took into consideration the taxable income on the basis of the five-year plans (2023-2027) used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods. The recoverability assessment also took into consideration the effects of the temporary differences on which deferred tax liabilities are recorded. In light of the tests conducted on this basis, the recovery period has been set at least ten years.
The estimates and assumptions above are periodically revised and the impacts of each change are recognised in the income statement.
3. SUMMARY OF ACCOUNTING STANDARDS AND MEASUREMENT BASIS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED AS FROM 1 JANUARY 2022
Since 1 January 2022, the following new accounting standards and/or amendments and interpretations of standards previously in force have become applicable.
On 14 March 2020, the IASB published the following amendments:
oAmendments to IFRS 3 Business Combinations: these amendments aim to update the outdated reference in IFRS 3 to the revised version of the Conceptual Framework, without significantly changing the requirements of IFRS 3.
oAmendments to IAS 16 Property, Plant and Equipment: These amendments aim to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
oAmendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: These amendments clarify that estimations of the possible cost of a contract must take into account all costs directly attributable to the contract. Consequently, evaluating the possible cost of a contract includes not only incremental costs (e.g. the cost of direct material used in processing), but also all costs that the Company cannot avoid due to having signed the contract (e.g. depreciation of machinery used to fulfil contractual obligations).
oAnnual Improvements 2018-2020: Amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and Illustrative Examples of IFRS 16 Leases.
The adoption of these amendments has had no impact on the Group's consolidated financial statements.
Financial statements
The Consolidated Statement of Financial Position has been prepared according to the requirements of presenting current and non-current assets and liabilities separately. An asset is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be realised, or intended to be sold or consumed, in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be realised within twelve months after the end of the reporting period; or
\u2212it is cash or a cash equivalent, unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All assets other than those meeting one of the criteria set out above are classed as non-current.
A liability is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be settled in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be settled within twelve months after the end of the reporting period; or
\u2212the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets (liabilities) are classified as non-current assets (liabilities).
The Statement of Income has been prepared by allocating costs based on their nature, using the same methodology as the Group\u2019s internal reporting and in line with the prevailing international practices in the industry. Income is presented as Operating Result and Profit Before Tax. Operating Result is the difference between Revenues from sales of goods and services, Other income and operating costs (the latter of which include non-monetary costs relating to amortisation, depreciation and impairments of current and non-current assets, net of any reversal).
The Statement of Comprehensive Income shows the gain and losses, after tax, which are recognized directly to shareholders\u2019 equity reserves as required or permitted by the various International Accounting Standards. These items are further divided into those that may be reclassified to the income statement in the future and those that cannot be reclassified. Each type of significant shareholders' equity reserve shown in the statement is accompanied by a reference to the explanatory notes below, which contain related information and breakdowns, and changes on the previous fiscal year.
The Statement of Cash Flow has been prepared using the indirect method, whereby Operating Result is adjusted to take into account non-cash revenue, deferrals or accruals of past or future operating cash receipts or payments, and income or expense items associated with investing or financing cash flows. Investments in television broadcasting rights are included within investment activities. Similarly, receipts and payments from the hedging of cash flows for foreign currency payments of television broadcasting rights are given the same classification as the hedged item, falling under cash flow from investments activities. Income and expenses relating to medium/long-term financing transactions and related hedging derivatives, as well as dividends paid, are included within financial activities.
The Statement of Changes in Shareholders' Equity shows the changes that have taken place in shareholders' equity items in relation to:
\u2212allocation of the profit of the Group Parent and subsidiaries for the period to shareholders;
\u2212breakdown of comprehensive income/loss;
\u2212amounts relating to transactions with shareholders;
\u2212purchases and sales of treasury shares;
\u2212impact from any changes to accounting standards.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83349-tag78806": {
"value": "2. PRESENTATION BASIS AND ACCOUNTING STANDARDS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
These consolidated financial statements are:
- prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU) and satisfy the financial reporting obligations contained in Part 9 of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financing Reporting Interpretations Committee (IFRIC) effective year-end 2022 have been adopted by the EU. Consequently, the accounting policies applied by the Company also fully comply with IFRS as issued by the IASB;
- prepared by the Company's Board of Directors and authorised for publication on 18 April 2023 and will be put to the Annual General Meeting of Shareholders for resolution on 7 June 2023;- prepared on the historical costs basis unless certain financial instruments which have been measured at fair value in accordance with IFRS 9 and IFRS 13;
- presented on a going-concern basis, having the Directors verified that there are no financial, operational or other indications pointing to any critical issues that could affect the Group\u2019s ability to meet its obligations in the foreseeable future. The risks and uncertainties regarding the business are described in the Directors\u2019 Report on Operations. The way in which the Group manages its financial risks, including liquidity and capital risk, is described in the section entitled \u201cDisclosure on financial instruments and risk management policies\u201d in these Explanatory Notes.
- presented in Euro, which is the functional currency used for the majority of the Group\u2019s operations.
The amounts shown in this note are expressed in millions of euro.
2.1 ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements and the Explanatory notes to the consolidated financial statements, management is required to make estimates and judgements mainly necessary to measure certain assets and liabilities and evaluate contingent assets and liabilities. The application of accounting policies requires Judgments that impact the amount recognised. Additionally, amounts recognised are based on factors that are by default associates with uncertainty. Where applicable, the estimates and judgments are described per note within the consolidated financial statements.
In particular, preparing these Consolidated Financial Statements has required material judgment to be made to assess, based on the facts and circumstances arising during the year, whether the Group exercises significant influence from its aggregate investment in ProsiebenSat1 Media SE. In this respect, IAS 28 (Investments in Associates and Joint Ventures) provides that holding 20% or more of the voting rights of an investee is to be presumed an indicator of significant influence over the investee. These assessments are reported in the Note 4 Key Information relating to the Scope of Consolidation, which describes the most significant corporate transactions and changes in the scope of consolidation during the year.
On the other hand, the most significant areas of the financial statements that required use of estimates were as follows:
\u2212assumptions used in impairment testing (note 7.4 Assessment of recoverability of goodwill and other non-current assets)
\u2212estimating the useful life of tangible and intangible assets (note 7.1 Property, plant and equipment; 7.2 Television and Movie Rights; 7.5 Other intangibles assets)
\u2212assessment of the recoverability period of carried forward tax losses (note 7.8 Deferred tax assets and liabilities)
\u2212assessment of credit risk for trade and financial receivables (note 8.2 Trade receivables)
\u2212assumptions for discount rates, future salary increase and life expectancy to calculate the employees defined benefit plan (note 10.1 Post Employment Benefits Plans)
\u2212assessment of the likelihood and estimating timing and potential cash flow relating to claims and litigations (note 10.3 Provisions and contingent liabilities)
The estimates used in preparing this consolidated financial statemets have mainly been used to determine the recoverable amount of the cash generating units (CGUs) to which goodwill or other assets with definite or indefinite useful lives are allocated for the purposes of periodic testing as required by IAS 36. In accordance with IAS 36, these assets should be measured at their recoverable value, using the higher of (i) their value in use or (ii) their fair value net of disposal costs. Estimating the value in use involves, first, identifying the expected future cash flows that each asset or cash generating unit (CGU) will produce in its current condition, based on the five-year plans (2023-2027) drawn up on the basis of the guidelines approved by the Board of Directors on 7 March 2023, and, second, determining an appropriate discount rate. The main uncertainties that could influence this estimate relate to determining the Weighted Average Cost of Capital (WACC) and the long-term growth rate (g-rate) of the cash flows beyond the explicit forecast period, the development of the industry markets and, therefore, the assumptions made in estimating the expected cash flows for the years explicitly forecast and the cash flows used to determine the Terminal Value. Estimating fair value, on the other hand, involves applying the measurement criteria and techniques envisaged by IFRS 13 to determine - using one or more measurement techniques designed to maximize the observable inputs - the price that would be received, as at the measurement date, from the sale of an asset or a group of assets in an orderly transaction between market participants on the main market for those assets.
As regards the main financial assets tested under IFRS 9, the general creditworthiness of the counterparties was not seen to have deteriorated significantly enough as to significantly impact the Expected Credit Losses, which have also been updated based on the market parameters observable at the date of this consolidated financial statements. Therefore, there were no significant impacts in terms of apply write-downs of recognised assets.
The impairment and recoverability assessment of the deferred tax assets recognized in the financial statements as at 31 December 2022, with particular reference to the carried forward tax losses generated in the Italian consolidated tax perimeter, took into consideration the taxable income on the basis of the five-year plans (2023-2027) used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods. The recoverability assessment also took into consideration the effects of the temporary differences on which deferred tax liabilities are recorded. In light of the tests conducted on this basis, the recovery period has been set at least ten years.
The estimates and assumptions above are periodically revised and the impacts of each change are recognised in the income statement.
3. SUMMARY OF ACCOUNTING STANDARDS AND MEASUREMENT BASIS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED AS FROM 1 JANUARY 2022
Since 1 January 2022, the following new accounting standards and/or amendments and interpretations of standards previously in force have become applicable.
On 14 March 2020, the IASB published the following amendments:
oAmendments to IFRS 3 Business Combinations: these amendments aim to update the outdated reference in IFRS 3 to the revised version of the Conceptual Framework, without significantly changing the requirements of IFRS 3.
oAmendments to IAS 16 Property, Plant and Equipment: These amendments aim to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
oAmendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: These amendments clarify that estimations of the possible cost of a contract must take into account all costs directly attributable to the contract. Consequently, evaluating the possible cost of a contract includes not only incremental costs (e.g. the cost of direct material used in processing), but also all costs that the Company cannot avoid due to having signed the contract (e.g. depreciation of machinery used to fulfil contractual obligations).
oAnnual Improvements 2018-2020: Amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and Illustrative Examples of IFRS 16 Leases.
The adoption of these amendments has had no impact on the Group's consolidated financial statements.
Financial statements
The Consolidated Statement of Financial Position has been prepared according to the requirements of presenting current and non-current assets and liabilities separately. An asset is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be realised, or intended to be sold or consumed, in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be realised within twelve months after the end of the reporting period; or
\u2212it is cash or a cash equivalent, unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All assets other than those meeting one of the criteria set out above are classed as non-current.
A liability is defined as current when it satisfies any of the following criteria:
\u2212it is expected to be settled in its normal operating cycle;
\u2212it is held primarily for the purpose of trading;
\u2212it is due to be settled within twelve months after the end of the reporting period; or
\u2212the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets (liabilities) are classified as non-current assets (liabilities).
The Statement of Income has been prepared by allocating costs based on their nature, using the same methodology as the Group\u2019s internal reporting and in line with the prevailing international practices in the industry. Income is presented as Operating Result and Profit Before Tax. Operating Result is the difference between Revenues from sales of goods and services, Other income and operating costs (the latter of which include non-monetary costs relating to amortisation, depreciation and impairments of current and non-current assets, net of any reversal).
The Statement of Comprehensive Income shows the gain and losses, after tax, which are recognized directly to shareholders\u2019 equity reserves as required or permitted by the various International Accounting Standards. These items are further divided into those that may be reclassified to the income statement in the future and those that cannot be reclassified. Each type of significant shareholders' equity reserve shown in the statement is accompanied by a reference to the explanatory notes below, which contain related information and breakdowns, and changes on the previous fiscal year.
The Statement of Cash Flow has been prepared using the indirect method, whereby Operating Result is adjusted to take into account non-cash revenue, deferrals or accruals of past or future operating cash receipts or payments, and income or expense items associated with investing or financing cash flows. Investments in television broadcasting rights are included within investment activities. Similarly, receipts and payments from the hedging of cash flows for foreign currency payments of television broadcasting rights are given the same classification as the hedged item, falling under cash flow from investments activities. Income and expenses relating to medium/long-term financing transactions and related hedging derivatives, as well as dividends paid, are included within financial activities.
The Statement of Changes in Shareholders' Equity shows the changes that have taken place in shareholders' equity items in relation to:
\u2212allocation of the profit of the Group Parent and subsidiaries for the period to shareholders;
\u2212breakdown of comprehensive income/loss;
\u2212amounts relating to transactions with shareholders;
\u2212purchases and sales of treasury shares;
\u2212impact from any changes to accounting standards.
PRINCIPLES AND SCOPE OF CONSOLIDATION
The Consolidated Financial Statements includes the financial information of MFE-MEDIAFOREUROPE N.V. and of the Italian and foreign companies over which MFE is entitled to exercise direct or indirect control, meaning that the investor is able to influence its returns (exposure or rights to variable returns) by exercising power, meaningthat it is able to direct the relevant activities of the controlled entity - i.e. the activities that significantly affect the investee's returns.Generally, the majority of the voting rights entails control. In support of this presumption and when the Group holds less than a majority of the voting rights (or similar rights), the Group considers other relevant facts and circumstances to determine whether it controls the investee, including:
\u2212contractual agreements with other holders of voting rights;
\u2212rights arising from contractual agreements;
\u2212voting rights and potential voting rights held by the Group.
The assets and liabilities, and the expenses and income of the subsidiaries, are consolidated line-by-line, meaning that they are included in their entirety in the consolidated financial statements. The carrying amount of these investments is offset against the corresponding portion of equity of the investee companies, giving each individual asset and liability item its current value at the date of acquisition of control (Purchase Method), or when the Full Goodwill Method is applied (an option that can be exercised separately for each individual business combination) by also recognising the amount of goodwill not belonging to the Group with an offsetting entry of the non-controlling interest in equity. The Group has not yet taken up this option. Any remaining difference, if positive, is recorded under the non-current asset item \u201cGoodwill\u201d and, if negative, is recognised as income in profit and loss.
In the case of acquisitions of controlling investments with the same ultimate parent company (business combination under common control), which are excluded from the scope of obligatory application of IFRS 3, and in the absence of specific IAS/IFRS standards or interpretations for these types of operations, the principle of carry-over method is generally considered to apply, taking into account the provisions of IAS 8. According to that principle, the assets and liabilities must be transferred to the acquirer\u2019s financial statements for the amounts recorded in the consolidated financial statements as at the date of the transfer of the ultimate parent company of the parties that carry out the business combination, with any difference between the consideration paid for the investment and the carrying amount of the assets recognised in the relevant Group shareholders\u2019 equity reserve.
In preparing the consolidated financial statements, all receivables, payables, costs and revenues between consolidated companies, as well as unrealised profits on intercompany operations, have been eliminated.
The amounts of shareholders\u2019 equity and income for the period of the consolidated companies belonging to non-controlling shareholders are identified and shown separately in the Consolidated Statement of Financial Position and the Consolidated Statement of Income.
In the event of a loss of control, the difference between the fair value of consideration received and the carrying amount of consolidated net assets is recognised in profit and loss. If the set of activities discontinued constitutes a material business (a business sector or a business unit), this difference is posted to Net profit/(loss) from discontinued operations., together with the profit or loss generated by the discontinued activities up until the date of deconsolidation. Changes resulting from purchases or sales of non-controlling interests held in subsidiary companies are treated as transactions with shareholders, as long as they do not result in a loss of control. Consequently, the difference between the fair value of the consideration paid or received for these transactions and the adjustment made to minority interests is recognised under Reserve for transactions with non-controlling interest (including under \u201cOther Reserves\u201d) of the shareholders\u2019 equity of the holding company. Likewise, in accordance with IAS 32, transaction costs must also be recognised in shareholders\u2019 equity.
The assets and liabilities of foreign companies that fall within the scope of consolidation and that originate in currencies other than the Euro, including goodwill and fair value adjustments of the assets and liabilities identified at the time of allocation of the price paid in a business combination, are translated using the spot exchange rates at the financial statement reporting date; income and costs, on the other hand, are translated at the average exchange rate for the year. Any translation differences that arise from applying these methods are recognised under a special shareholders\u2019 equity reserve until the investment is sold.\u00a0The associates and joint ventures are recognised in the consolidated financial statements using the equity method, as described in the Equity investments item below.
Pursuant to IAS 28, an associate is a company in which the Group is able to exercise significant influence, but not control or joint control, by participating in decisions regarding the financial and operational policies of the investee.
On the other hand, with reference to IFRS 11, a joint venture is an arrangement whereby the parties that have joint control have rights to the net assets of the arrangement (shareholders' equity).
Joint control is defined as the contractually agreed sharing of control of an arrangement, which exists only when the significant decisions relating to the activity require the unanimous consensus of all parties sharing control.
Goodwill
The goodwill resulting from the acquisition of control of an investment or of a business unit is the excess of the acquisition cost, understood as being the consideration transferred in the business combination, plus the fair value of any investment that was previously owned in the acquired business, over the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business at the date of acquisition.
For the purposes of calculating goodwill, the consideration transferred in the business combination is calculated as the sum of the fair values of the assets transferred and the liabilities assumed by the Group at the date of acquisition and of the capital instruments issued in exchange for the control of the acquired entity, also including the fair value of any contingent considerations subject to conditions established in the acquisition agreement.
Any goodwill adjustments may be recognised in the measurement period (which cannot be more than one year from the date of acquisition) that are due to either subsequent changes in the fair value of the contingent considerations or to the calculation of the fair value of the assets and liabilities acquired, if recognised only provisionally at the date of acquisition and when these changes are calculated as adjustments based on additional information regarding facts and circumstances existing at the date of the business combination.
Any subsequent differences compared to the initial estimate of the fair value of liabilities for contingent considerations are recognised in the income statement, unless they derive from additional information existing at the acquisition date (in which case they can be adjusted within 12 months from the acquisition date). Likewise, any rights to receive back some parts of the consideration paid if certain conditions arise must be classified as assets by the acquirer.
The transaction costs for business combinations are recognised in the accounting period when they are incurred, with the exception of those incurred for issuances of debt securities or shares that must be recognised in accordance with IAS 32 and IFRS 9.
In the case of acquisition of controlling interests of less than 100%, the goodwill and the corresponding non controlling interest in the goodwill can be calculated at the acquisition date either with respect to the percentage control acquired (partial goodwill) or by measuring the fair value of the non controlling shareholdings (full goodwill method).
The measurement method can be chosen from time to time for each transaction.
For step acquisitions of controlling interests the acquirer must recalculate the fair value of the previously held interest, up till that time, recognised, depending on the case, in accordance with IFRS 9 \u2013 Financial Instruments, in accordance with IAS 28 \u2013 Investments in Associates and Joint Ventures or in accordance with IFRS 11 \u2013 Joint arrangements, as if it had been sold and reacquired at the date when control was acquired, recognising any gains or losses resulting from that measurement in the income statement. In addition, in these circumstances any amount previously recognised in shareholders\u2019 equity as Other comprehensive income and losses must be reclassified to the income statement, except where the investment is designated as a financial asset measured at FVOCI without recycling to profit and loss.In the case of disposal of controlling interests, the remaining amount of goodwill attributable to the interests is included in the calculation of the gain or loss from disposal.
The goodwill recognised as a result of business combinations taking place before 1 January 2010 has been treated in accordance with the criteria laid down in the previous version of IFRS 3, which required:
- for acquisition of controlling interests of less than 100%, calculation of goodwill based on the proportional amount of the fair value of the identifiable net assets acquired;
- for step acquisitions of controlling interests, the calculation of goodwill as the sum of the fair values generated separately with each transaction;
- the inclusion of transaction costs in the amount of the acquisition cost;
- the recognition of contingent considerations at the acquisition date only if their payment was considered probable and their amount could be reliably determined; if detected later, these were recognised as an increase in goodwill.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83349-tag78805": {
"value": "These consolidated financial statements are:
- prepared in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU) and satisfy the financial reporting obligations contained in Part 9 of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financing Reporting Interpretations Committee (IFRIC) effective year-end 2022 have been adopted by the EU. Consequently, the accounting policies applied by the Company also fully comply with IFRS as issued by the IASB;
",
"dimensions": {
"concept": "ifrs-full:StatementOfIFRSCompliance",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83719-tag78812": {
"value": "- prepared by the Company's Board of Directors and authorised for publication on 18 April 2023 and will be put to the Annual General Meeting of Shareholders for resolution on 7 June 2023;",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83741-tag78810": {
"value": "prepared on the historical costs basis unless certain financial instruments which have been measured at fair value in accordance with IFRS 9 and IFRS 13",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83760-tag78809": {
"value": "presented on a going-concern basis, having the Directors verified that there are no financial, operational or other indications pointing to any critical issues that could affect the Group\u2019s ability to meet its obligations in the foreseeable future. The risks and uncertainties regarding the business are described in the Directors\u2019 Report on Operations. The way in which the Group manages its financial risks, including liquidity and capital risk, is described in the section entitled \u201cDisclosure on financial instruments and risk management policies\u201d in these Explanatory Notes",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83719-tag78813": {
"value": "- presented in Euro, which is the functional currency used for the majority of the Group\u2019s operations.
The amounts shown in this note are expressed in millions of euro.
2.1 ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements and the Explanatory notes to the consolidated financial statements, management is required to make estimates and judgements mainly necessary to measure certain assets and liabilities and evaluate contingent assets and liabilities. The application of accounting policies requires Judgments that impact the amount recognised. Additionally, amounts recognised are based on factors that are by default associates with uncertainty. Where applicable, the estimates and judgments are described per note within the consolidated financial statements.
In particular, preparing these Consolidated Financial Statements has required material judgment to be made to assess, based on the facts and circumstances arising during the year, whether the Group exercises significant influence from its aggregate investment in ProsiebenSat1 Media SE. In this respect, IAS 28 (Investments in Associates and Joint Ventures) provides that holding 20% or more of the voting rights of an investee is to be presumed an indicator of significant influence over the investee. These assessments are reported in the Note 4 Key Information relating to the Scope of Consolidation, which describes the most significant corporate transactions and changes in the scope of consolidation during the year.
On the other hand, the most significant areas of the financial statements that required use of estimates were as follows:
\u2212assumptions used in impairment testing (note 7.4 Assessment of recoverability of goodwill and other non-current assets)
\u2212estimating the useful life of tangible and intangible assets (note 7.1 Property, plant and equipment; 7.2 Television and Movie Rights; 7.5 Other intangibles assets)
\u2212assessment of the recoverability period of carried forward tax losses (note 7.8 Deferred tax assets and liabilities)
\u2212assessment of credit risk for trade and financial receivables (note 8.2 Trade receivables)
\u2212assumptions for discount rates, future salary increase and life expectancy to calculate the employees defined benefit plan (note 10.1 Post Employment Benefits Plans)
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83719-tag78811": {
"value": "- presented in Euro, which is the functional currency used for the majority of the Group\u2019s operations.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_83719-tag78814": {
"value": "2.1 ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements and the Explanatory notes to the consolidated financial statements, management is required to make estimates and judgements mainly necessary to measure certain assets and liabilities and evaluate contingent assets and liabilities. The application of accounting policies requires Judgments that impact the amount recognised. Additionally, amounts recognised are based on factors that are by default associates with uncertainty. Where applicable, the estimates and judgments are described per note within the consolidated financial statements.
In particular, preparing these Consolidated Financial Statements has required material judgment to be made to assess, based on the facts and circumstances arising during the year, whether the Group exercises significant influence from its aggregate investment in ProsiebenSat1 Media SE. In this respect, IAS 28 (Investments in Associates and Joint Ventures) provides that holding 20% or more of the voting rights of an investee is to be presumed an indicator of significant influence over the investee. These assessments are reported in the Note 4 Key Information relating to the Scope of Consolidation, which describes the most significant corporate transactions and changes in the scope of consolidation during the year.
On the other hand, the most significant areas of the financial statements that required use of estimates were as follows:
\u2212assumptions used in impairment testing (note 7.4 Assessment of recoverability of goodwill and other non-current assets)
\u2212estimating the useful life of tangible and intangible assets (note 7.1 Property, plant and equipment; 7.2 Television and Movie Rights; 7.5 Other intangibles assets)
\u2212assessment of the recoverability period of carried forward tax losses (note 7.8 Deferred tax assets and liabilities)
\u2212assessment of credit risk for trade and financial receivables (note 8.2 Trade receivables)
\u2212assumptions for discount rates, future salary increase and life expectancy to calculate the employees defined benefit plan (note 10.1 Post Employment Benefits Plans)
\u2212assessment of the likelihood and estimating timing and potential cash flow relating to claims and litigations (note 10.3 Provisions and contingent liabilities)
The estimates used in preparing this consolidated financial statemets have mainly been used to determine the recoverable amount of the cash generating units (CGUs) to which goodwill or other assets with definite or indefinite useful lives are allocated for the purposes of periodic testing as required by IAS 36. In accordance with IAS 36, these assets should be measured at their recoverable value, using the higher of (i) their value in use or (ii) their fair value net of disposal costs. Estimating the value in use involves, first, identifying the expected future cash flows that each asset or cash generating unit (CGU) will produce in its current condition, based on the five-year plans (2023-2027) drawn up on the basis of the guidelines approved by the Board of Directors on 7 March 2023, and, second, determining an appropriate discount rate. The main uncertainties that could influence this estimate relate to determining the Weighted Average Cost of Capital (WACC) and the long-term growth rate (g-rate) of the cash flows beyond the explicit forecast period, the development of the industry markets and, therefore, the assumptions made in estimating the expected cash flows for the years explicitly forecast and the cash flows used to determine the Terminal Value. Estimating fair value, on the other hand, involves applying the measurement criteria and techniques envisaged by IFRS 13 to determine - using one or more measurement techniques designed to maximize the observable inputs - the price that would be received, as at the measurement date, from the sale of an asset or a group of assets in an orderly transaction between market participants on the main market for those assets.
As regards the main financial assets tested under IFRS 9, the general creditworthiness of the counterparties was not seen to have deteriorated significantly enough as to significantly impact the Expected Credit Losses, which have also been updated based on the market parameters observable at the date of this consolidated financial statements. Therefore, there were no significant impacts in terms of apply write-downs of recognised assets.
The impairment and recoverability assessment of the deferred tax assets recognized in the financial statements as at 31 December 2022, with particular reference to the carried forward tax losses generated in the Italian consolidated tax perimeter, took into consideration the taxable income on the basis of the five-year plans (2023-2027) used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods. The recoverability assessment also took into consideration the effects of the temporary differences on which deferred tax liabilities are recorded. In light of the tests conducted on this basis, the recovery period has been set at least ten years.
The estimates and assumptions above are periodically revised and the impacts of each change are recognised in the income statement.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_84891-tag78815": {
"value": "The Statement of Cash Flow has been prepared using the indirect method, whereby Operating Result is adjusted to take into account non-cash revenue, deferrals or accruals of past or future operating cash receipts or payments, and income or expense items associated with investing or financing cash flows. Investments in television broadcasting rights are included within investment activities. Similarly, receipts and payments from the hedging of cash flows for foreign currency payments of television broadcasting rights are given the same classification as the hedged item, falling under cash flow from investments activities. Income and expenses relating to medium/long-term financing transactions and related hedging derivatives, as well as dividends paid, are included within financial activities.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory",
"language": "en",
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"v1-page1-cflshid_85285-tag78816": {
"value": "The assets and liabilities of foreign companies that fall within the scope of consolidation and that originate in currencies other than the Euro, including goodwill and fair value adjustments of the assets and liabilities identified at the time of allocation of the price paid in a business combination, are translated using the spot exchange rates at the financial statement reporting date; income and costs, on the other hand, are translated at the average exchange rate for the year. Any translation differences that arise from applying these methods are recognised under a special shareholders\u2019 equity reserve until the investment is sold.",
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"v1-page1-cflshid_85876-tag78818": {
"value": "Goodwill
The goodwill resulting from the acquisition of control of an investment or of a business unit is the excess of the acquisition cost, understood as being the consideration transferred in the business combination, plus the fair value of any investment that was previously owned in the acquired business, over the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business at the date of acquisition.
For the purposes of calculating goodwill, the consideration transferred in the business combination is calculated as the sum of the fair values of the assets transferred and the liabilities assumed by the Group at the date of acquisition and of the capital instruments issued in exchange for the control of the acquired entity, also including the fair value of any contingent considerations subject to conditions established in the acquisition agreement.
Any goodwill adjustments may be recognised in the measurement period (which cannot be more than one year from the date of acquisition) that are due to either subsequent changes in the fair value of the contingent considerations or to the calculation of the fair value of the assets and liabilities acquired, if recognised only provisionally at the date of acquisition and when these changes are calculated as adjustments based on additional information regarding facts and circumstances existing at the date of the business combination.
Any subsequent differences compared to the initial estimate of the fair value of liabilities for contingent considerations are recognised in the income statement, unless they derive from additional information existing at the acquisition date (in which case they can be adjusted within 12 months from the acquisition date). Likewise, any rights to receive back some parts of the consideration paid if certain conditions arise must be classified as assets by the acquirer.
The transaction costs for business combinations are recognised in the accounting period when they are incurred, with the exception of those incurred for issuances of debt securities or shares that must be recognised in accordance with IAS 32 and IFRS 9.
In the case of acquisition of controlling interests of less than 100%, the goodwill and the corresponding non controlling interest in the goodwill can be calculated at the acquisition date either with respect to the percentage control acquired (partial goodwill) or by measuring the fair value of the non controlling shareholdings (full goodwill method).
The measurement method can be chosen from time to time for each transaction.
For step acquisitions of controlling interests the acquirer must recalculate the fair value of the previously held interest, up till that time, recognised, depending on the case, in accordance with IFRS 9 \u2013 Financial Instruments, in accordance with IAS 28 \u2013 Investments in Associates and Joint Ventures or in accordance with IFRS 11 \u2013 Joint arrangements, as if it had been sold and reacquired at the date when control was acquired, recognising any gains or losses resulting from that measurement in the income statement. In addition, in these circumstances any amount previously recognised in shareholders\u2019 equity as Other comprehensive income and losses must be reclassified to the income statement, except where the investment is designated as a financial asset measured at FVOCI without recycling to profit and loss.In the case of disposal of controlling interests, the remaining amount of goodwill attributable to the interests is included in the calculation of the gain or loss from disposal.
The goodwill recognised as a result of business combinations taking place before 1 January 2010 has been treated in accordance with the criteria laid down in the previous version of IFRS 3, which required:
- for acquisition of controlling interests of less than 100%, calculation of goodwill based on the proportional amount of the fair value of the identifiable net assets acquired;
- for step acquisitions of controlling interests, the calculation of goodwill as the sum of the fair values generated separately with each transaction;
- the inclusion of transaction costs in the amount of the acquisition cost;
- the recognition of contingent considerations at the acquisition date only if their payment was considered probable and their amount could be reliably determined; if detected later, these were recognised as an increase in goodwill.",
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"v1-page1-cflshid_85876-tag78819": {
"value": "Goodwill
The goodwill resulting from the acquisition of control of an investment or of a business unit is the excess of the acquisition cost, understood as being the consideration transferred in the business combination, plus the fair value of any investment that was previously owned in the acquired business, over the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business at the date of acquisition.
For the purposes of calculating goodwill, the consideration transferred in the business combination is calculated as the sum of the fair values of the assets transferred and the liabilities assumed by the Group at the date of acquisition and of the capital instruments issued in exchange for the control of the acquired entity, also including the fair value of any contingent considerations subject to conditions established in the acquisition agreement.
Any goodwill adjustments may be recognised in the measurement period (which cannot be more than one year from the date of acquisition) that are due to either subsequent changes in the fair value of the contingent considerations or to the calculation of the fair value of the assets and liabilities acquired, if recognised only provisionally at the date of acquisition and when these changes are calculated as adjustments based on additional information regarding facts and circumstances existing at the date of the business combination.
Any subsequent differences compared to the initial estimate of the fair value of liabilities for contingent considerations are recognised in the income statement, unless they derive from additional information existing at the acquisition date (in which case they can be adjusted within 12 months from the acquisition date). Likewise, any rights to receive back some parts of the consideration paid if certain conditions arise must be classified as assets by the acquirer.
The transaction costs for business combinations are recognised in the accounting period when they are incurred, with the exception of those incurred for issuances of debt securities or shares that must be recognised in accordance with IAS 32 and IFRS 9.
",
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"v1-page1-cflshid_85876-tag78817": {
"value": "Any subsequent differences compared to the initial estimate of the fair value of liabilities for contingent considerations are recognised in the income statement, unless they derive from additional information existing at the acquisition date (in which case they can be adjusted within 12 months from the acquisition date). Likewise, any rights to receive back some parts of the consideration paid if certain conditions arise must be classified as assets by the acquirer.
The transaction costs for business combinations are recognised in the accounting period when they are incurred, with the exception of those incurred for issuances of debt securities or shares that must be recognised in accordance with IAS 32 and IFRS 9.
",
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"v1-page1-cflshid_86384-tag78820": {
"value": "CHANGES IN ACCOUNTING ESTIMATES
In accordance with IAS 8, these items are recognised in the income statement on a prospective basis starting from the accounting period in which they are adopted.
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"v1-page1-cflshid_87348-tag78821": {
"value": "4. KEY INFORMATION RELATING TO THE SCOPE OF CONSOLIDATION
IFRS 10 requires an investor, when assessing whether it controls an investee, to focus on the activities that significantly affect the investee's returns and to take into account substantial rights only; i.e. rights that confer current ability to direct relevant activities of the subsidiary
As required by IFRS 10, paragraph B80 et seq., the control requirement was reassessed this year to verify the conditions that had led to classification of subsidiaries, associates and joint ventures. No events or circumstances arose in 2022 to alter the conclusions reached in previous financial years as regards the following companies:
\u2212The companies Boing SpA (51% shareholding), Mediamond SpA (50% shareholding), Fascino S.r.l. (50% shareholding), Tiv\u00f9 S.r.l. (48.16% shareholding) and European Broadcaster Exchange Ltd (EBX) (25% shareholding) are joint ventures of the Group, as arrangements whereby the parties that have joint control of the arrangement have rights over the net assets of the arrangement, which are therefore accounted for by using the equity method.
The most significant transactions regarding the scope of consolidation occurred during the year are listed below.
Incorporation, acquisition of new companies, capital increases and sale of subsidiaries or interests in subsidiaries
Public purchase and exchange offer for all shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA
On 14 March 2022, the Board of Directors of MFE-MEDIAFOREUROPE N.V. (\u201cMF\u201d) approved the launch of a Voluntary Public Purchase and Exchange Offer (the \u201cOffer\u201d) for the entirety of non-controlling shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA (\u201cMES\u201d). The Offer was for a total of 138,763,426 ordinary shares, corresponding to 44.31% of the company\u2019s share capital. The anticipated price was EUR 5.613 per share, split into a cash component of EUR 1.860 per Mediaset Espa\u00f1a Comunicaci\u00f3n SA share, covered by a guarantee issued by five Italian and Spanish banks, as well as an equity component (4.5 MFE-MEDIAFOREUROPE N.V. ordinary A-class shares, corresponding to EUR 3.753, for every Mediaset Espa\u00f1a Comunicaci\u00f3n SA share; and, therefore, 9 MFEMEDIAFOREUROPE N.V. ordinary A-class shares for every 2 Mediaset Espa\u00f1a Comunicaci\u00f3n SA shares). Regarding this latter component, on 27 April 2022 MFE\u2019s Shareholders' Meeting, which approved the Offer, resolved to issue up to 624,435,408 ordinary A-class shares each with a par value of EUR 0.06 (including any consideration due in connection with any squeeze-out procedures following the settlement of the share part of the Offer) and to limit or exclude any option rights in connection with those shares.
On 26 May 2022, the Spanish Financial Markets Authority (Comisi\u00f3n Nacional del Mercado de Valores or \"CNMV\") authorised the Offer.N 6 June 2022, MFE signed a cooperation agreement with MES regarding the Voluntary Public Purchase and Exchange Offer for all MES shares not subject to lock-up. This agreement increased the cash component of the Offer by more than 16%, from EUR 3.72 to EUR 4.32 for every two Mediaset Espa\u00f1a shares (equal to EUR 2.16 per one share) Consequently, the bank guarantees already provided were increased to EUR 299.9 million. In turn, the board of directors of Mediaset Espa\u00f1a committed to issuing a report favourable to the Offer. The CNMV approved the supplement to the offer document on 9 June 2022, setting the expiry date of the Offer endorsement period at 1 July 2022.
On 7 July 2022, the CNMV announced the results of the Voluntary Public Purchase and Exchange Offer for shares in the subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n SA (the \u201cOffer\u201d), which had been endorsed by 61.45% of the target shares. Following this outcome, MFE announced that it would waive the condition whereby the Offer would only go through subject to achieving the minimum endorsement threshold set at the Offer\u2019s launch (meaning that MFE's stake in MES would increase from 55.69% to 85%). Therefore, the Board of Directors of MFE resolved to issue 383,678,784 new MFE A-Class Shares, which would be allotted to the MES shareholders who endorsed the Offer.
As a result of this transaction, MFE's controlling interest in MES changed from 55.69% to 82.92%. The transaction was recognised in MFE\u2019s consolidated financial statements as an equity transaction. Therefore, the EUR 20.8 million positive difference between the total consideration recognised for the transaction on the one hand (which includes the EUR 184.2 million cash component and the EUR 171.9 million fair value of the newly issued MFE A-Class Shares as at the effective transaction date) and the net book value of the non-controlling interest in MES at 30 June 2022 on the other (27.23%), was recognised as a reduction of Other Reserves in Group shareholders' equity.
On 15 December 2021, taking effect on 1 January 2022, RTI S.p.A, which already held an 80% stake in Monradio S.r.l. (parent company of radio station R101), acquired the remaining 20% of the company from Arnaldo Mondadori SpA
On 1 January 2022, Mediaset Italia SpA changed its name to Mediaset SpA
Since 1 January 2022, Digitalia'08 directly manages the radio advertising sales of the Group's broadcasters and of some third-party broadcasters following its acquisition, on the same date, of the relevant business unit from Mediamond. For accounting purposes, this transaction is classified as a business combination under common control. As a consequence, the EUR 1.0 million in positive difference between the consideration paid and the fair value of net asset acquired is recognised through a reduction in shareholders\u2019 equity.
On 24 January 2022, Mediaset Espa\u00f1a established the company Engage2021 S.L.U. and Social Halo 2021 S.L.U. through its subsidiary Aninpro Creative, S.L Both were consolidated on a line-by-line basis.
On 26 January 2022, Mediaset Espa\u00f1a established the company Social 15D 2021 S.L.U. through its subsidiary Aninpro Creative, S.L. This company is consolidated on a line-by-line basis.
On 2 December 2022, Mediaset Investment N.V.was placed in liquidation.
On 6 December 2022, R2 S.r.l. was merged into RTI SpA The legal effects of the merger apply from 13 December 2022, while the accounting and tax effects of the merger apply from 1 January 2022.
Incorporation, acquisition of new companies, capital increases and sale of associatesOn 10 February 2022, associate company Alea Media S.A. established the company Alea Silencio S.L.U. This company has been consolidated using the equity method.
On 1 March 2022, the subsidiary Publieurope LTD purchased a 30% stake in Action Media Limited, which subsequently changed its name to Dr Podcast Audio Factory Limited on 8 March 2022.
On 21 June 2022, Pagoeta S.L.U \u2013 held through associate company Alea Media S.A. \u2013 was liquidated.
In December 2022, associate company Alea Media S.A. established the company Alea Yo Adicto S.L.U. This company has been consolidated using the equity method.
Incorporation, acquisition of new companies, capital increases, sale of and changes in non-controlling interests
Equity investment in ProSiebenSat1 Media SE
In the first half of the year, MFE-MEDIAFOREUROPE N.V. (\u201cMFE\u201d) increased its stake in ProSiebenSat1 Media SE (\u201cPS71\u201d), acquiring 1.11% of share capital. As a consequence, the Group\u2019s aggregated shareholding increased to 25.01% of share capital (25.74% of voting rights excluding treasury shares), of which 24.26% by direct investment and 0.74% through financial instruments.
On 1 November 2022, MFE entered into a financial instrument (reverse collar \u2013 cash and physical settled option) with a primary financial counterpart to hedge a future PS71 share acquisition which would have given the Group up to 29.0% of share capital (29.9% of voting rights excluding treasury shares), of which 22.72% by direct investment and 6.29% through financial instruments. This share acquisition would have been subject to the sole condition of obtaining the authorisation of the European and Austrian antitrust authorities as the total shareholding (both direct and indirect through the subsidiary Mediaset Espa\u00f1a) could have meant \"de facto control\" by MFE, based on the average historical shares held at the general meetings of P7S1 in the last three years. As of 31 December 2022, the conditions precedent for executing the purchase options under the reverse collars had not yet been met.
On 17 February 2023, this structure was changed to a binding purchase agreement to acquire 3.86% of the share capital of PS71 (approximately 4.0% of voting rights excluding treasury shares). The original financial instrument hedging the purchase price was maintained, although limited to the cash settlement option. This acquisition is also subject to authorisation by the European and Austrian antitrust authorities. On 3 March 2023, the Directorate-General for Competition of European Commission as a consequence of the entry into the shareholding structure of PS71 of an investor who had acquired a stake of approximately 10% of the company's share capital (and voting rights) just a few weeks previously, declared to MFE that the above mentioned shares purchase agreement does not lead to the acquisition of de facto sole control of P7S1 and that there is, therefore, no obligation to notify the transaction under EU merger control rules. Subsequently, also the Austrian Federal Competition Authority, duly informed about the content of the above EU Commission statement, with letter dated March 17 2023, declared to take note of the content of the EC communication.
IAS 28 (Investments in Associates and Joint Ventures) provides that where an entity directly or indirectly holds and can exercise 20% or more of the voting power of the investee at a general meeting, the reporting entity will be presumed to have significant influence over that investee. At the reporting date of these Consolidated Financial Statements, the directors of MFE, in line with the assessments previously carried out up to 31 December 2021and taking into account the facts and circumstances that have subsequently occurred, verified that MFE does not and cannot exercise significant influence of any kind (actual or potential) over the investee. IAS 28 also provides that, irrespective of the shareholding held, significant influence exists where any of the following circumstances are met:- (a) representation on the board of directors or equivalent governing body of the investee;
- (b) participation in the policy-making process, including participation in decisions about dividends or other distributions;
- (c) material transactions between the entity and the investee;
- (d) interchange of managerial personnel;
- (e) provision of essential technical information.
Specifically with regard to indicators (a) and (b) above, after considering all constituent part of the governance model and the policy-making process and system of PS71, it was concluded that, as at the reporting date of the 2022 Consolidated Financial Statements, MFE had not appointed or nominated any independent members to the relevant governing bodies of ProSiebenSat.1 Media SE, nor was it eligible to do so unilaterally (taking into account the sum of the voting power of MFE and MES and the percentage shareholding held by shareholders at general meetings in recent years. Therefore, based on their exercisable voting rights, MFE and MES were not and are not currently in a position to participate in and/or contribute to PS71's key financial and operational decisions in any way.
As regards indicator (c) \u201dmaterial transactions between the entity and the investee\u201d, there were no significant transactions between MFE/MES and PS71 either before or after exceeding the 20% threshold.
As regards indicator (d) \u201cinterchange of managerial personnel\u201d, there was no interchange (before or after exceeding the 20% threshold) of directors or managerial personnel between MFE/MES and PS71, and there is currently no interchange (at the approval date of this consolidated financial statements) of directors or managerial personnel.
As regards indicator (e) \u201cprovision of essential technical information\u201d, no essential technical information of PS71 was (before or after exceeding the 20% threshold) or is (at the approval date of this consolidated financial statements) available to MFE or MES, nor is MFE or MES entitled to obtain such information as a result of their investment in PS71.
In carrying out this assessment as required by IAS 28, the existence and effect of potential voting rights that are currently exercisable or convertible, including potential voting rights held by other entities, were considered. For significant influence to exist, potential voting rights must be currently exercisable or convertible. They cannot be considered if they can only exercised or converted after a future date or future event.
Based on these assessments it was determined that as at 31 December 2022 elements that would indicate the exercise of significant influence did not exist.
Therefore, in preparing these 2022 financial statements, the accounting treatment already adopted in the past year under IFRS 9 was maintained whereby the carrying value of investments and related hedging derivatives are recognised at fair value through Other Comprehensive Income, with no recycling to profit and loss, with only the dividends recognised in profit and loss.
MFE's directors will continue to make such assessments on an ongoing basis to ascertain the most appropriate accounting policies to apply from time to time, also considering any possible new events that may change MFE's ability to participate in the investee\u2019s financial and operational decisions.
Other equity investments
On 7 June 2022, the subsidiary RadioMediaset SpA purchased a 5% stake in the company Radio Digitale S.r.l.
On 26 July 2022, the subsidiary RadioMediaset SpA purchased 15% of the share capital of Genetiko Communication SpA
Notable transactions by AD4Venture included the following:
During the first quarter, the subsidiary RTI SpA transferred its investment in Styleremains GMBH to Rebelle AG. Following this transaction, RTI now holds a 5.21% stake in Rebelle AG. During the third quarter, RTI SpA sold its investment in Rebelle AB to third parties.
During the second quarter, the stake held by RTI SpA in ITravel Group S.A. decreased from 2.59% to 2.0%.
During the second quarter, RTI SpA sold its 3.62% stake in Check Bonus S.r.l.
In the second quarter of 2022, subsidiaries RTI SpA and Advertisement 4 Adventures SLU signed off the acquisition of a 0.36% stake in Zandivio Ltd (Smile2Impress), Europe's leading next-generation digital orthodontics company specialising in invisible aligners to improve and perfect smiles. In the fourth quarter, the investment held by RTI SpA decreased from 0.36% to 0.33%, while that held by Advertisement 4 Adventures SLU increased to 0.63%.
On 10 October 2022, RTI SpA and Advertisement 4 Adventures SLU subscribed to 3.44% and 6.88%, respectively, of the share capital of Altania del Mar SL, a platform of online psychologists.
In the fourth quarter of 2022, the subsidiary Advertisemet 4 Adventures SLU acquired 0.32% of the share capital of the Grover Group GMBH. This investee operates in the consumer technology sector through subscriptions to technological devices and gadgets.
In the fourth quarter of 2022, the investment of RTI SpA in Satispay S.p.A. decreased from 0.80% to 0.31% of share capital following transfer of some shares to third parties and dilution due to the entry of new shareholders.
Financial information of subsidiaries with material non-controlling interestThe table below shows the main statement of income, statement of financial position figures for the subsidiaries that have material non-controlling interests, as required by IFRS 12, paragraph 12, and paragraph B10 of the Operating Guide.
Mediaset Espa\u00f1a Group
Non-controlling interests in net profit for the year
Non-controlling interests in share capital, reserves and retained earnings
Other Comprehensive Income/(loss)
Total Comprehensive Income
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Financial information of material associates and joint venturesThe table below shows the main figures from the statement of income, statement of financial position for the main associates and joint ventures, based on the carrying amount of the investments held in those companies and to their contribution to the Group\u2019s profits, as required by IFRS 12, paragraph 20 and paragraphs B12 and B13 of the Operating Guide.
Cash and cash equivalents
Current financial liabilities:
Non-current financial liabilities
Profit or (loss) for the year
Other Comprehensive Income Statement items
Comprehensive Statement of Income
Amortisation and depreciation
EITowers is a subsidiary, based in Lissone (province of Monza-Brianza) of the F2iSGR private equity fund, which is 40%-owned by MFE-MEDIAFOREUROPE N.V. The EI Towers Group is one of the largest operators in integrated service network infrastructure for electronic communications, serving radio and television broadcasters and mobile and wireless telecommunications providers under long-term agreements. Under a multi-year full-service agreement running from 1 July 2018 to 30 June 2025 and renewable for a further seven years subject to renegotiation of a new price during the agreement\u2019s last 12 months, EI Towers offers hosting, assisting and maintenance services, the design of transmission equipment and broadcast contribution management to Elettronica Industriale, a MFE Group network operator, and provides hosting and maintenance services for the radio broadcasting equipment of the Group\u2019s broadcasters.
Mediamond SpA is a sales house equal joint venture between Publitalia\u201980 and Mondadori Pubblicit\u00e0 specialised in selling Group\u2019s television and video websites and on websites of Mondadori Group agencies, as well as selling advertising space with third-party broadcasters. Boing SpA is a joint venture between RTI SpA (51%) and Turner Broadcasting System Europe (49%), producing and managing two free-to-air children\u2019s channels, Boing and Cartoonito, which have been broadcast on the digital terrestrial platform since 2004 and 2011, respective
",
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"v1-page1-cflshid_89659-tag78823": {
"value": "Financial information of subsidiaries with material non-controlling interestThe table below shows the main statement of income, statement of financial position figures for the subsidiaries that have material non-controlling interests, as required by IFRS 12, paragraph 12, and paragraph B10 of the Operating Guide.
Mediaset Espa\u00f1a Group
Non-controlling interests in net profit for the year
Non-controlling interests in share capital, reserves and retained earnings
Other Comprehensive Income/(loss)
Total Comprehensive Income
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
",
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"value": "Financial information of subsidiaries with material non-controlling interestThe table below shows the main statement of income, statement of financial position figures for the subsidiaries that have material non-controlling interests, as required by IFRS 12, paragraph 12, and paragraph B10 of the Operating Guide.
Mediaset Espa\u00f1a Group
Non-controlling interests in net profit for the year
Non-controlling interests in share capital, reserves and retained earnings
Other Comprehensive Income/(loss)
Total Comprehensive Income
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
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"v1-page1-cflshid_89872-tag78824": {
"value": "Financial information of material associates and joint venturesThe table below shows the main figures from the statement of income, statement of financial position for the main associates and joint ventures, based on the carrying amount of the investments held in those companies and to their contribution to the Group\u2019s profits, as required by IFRS 12, paragraph 20 and paragraphs B12 and B13 of the Operating Guide.
Cash and cash equivalents
Current financial liabilities:
Non-current financial liabilities
Profit or (loss) for the year
Other Comprehensive Income Statement items
Comprehensive Statement of Income
Amortisation and depreciation
EITowers is a subsidiary, based in Lissone (province of Monza-Brianza) of the F2iSGR private equity fund, which is 40%-owned by MFE-MEDIAFOREUROPE N.V. The EI Towers Group is one of the largest operators in integrated service network infrastructure for electronic communications, serving radio and television broadcasters and mobile and wireless telecommunications providers under long-term agreements. Under a multi-year full-service agreement running from 1 July 2018 to 30 June 2025 and renewable for a further seven years subject to renegotiation of a new price during the agreement\u2019s last 12 months, EI Towers offers hosting, assisting and maintenance services, the design of transmission equipment and broadcast contribution management to Elettronica Industriale, a MFE Group network operator, and provides hosting and maintenance services for the radio broadcasting equipment of the Group\u2019s broadcasters.
Mediamond SpA is a sales house equal joint venture between Publitalia\u201980 and Mondadori Pubblicit\u00e0 specialised in selling Group\u2019s television and video websites and on websites of Mondadori Group agencies, as well as selling advertising space with third-party broadcasters. Boing SpA is a joint venture between RTI SpA (51%) and Turner Broadcasting System Europe (49%), producing and managing two free-to-air children\u2019s channels, Boing and Cartoonito, which have been broadcast on the digital terrestrial platform since 2004 and 2011, respective
7.6 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES ARE RECOGNISED USING EQUITY METHODInvestments in associates and joint ventures are recognised using equity method in the consolidated financial statements. At the time of acquisition, the difference between the cost of the equity investment, including any transaction costs, and the acquirer\u2019s interest in the net fair value of the assets, liabilities and identifiable contingent liabilities of the investee is accounted for according to IAS 28, with the recognition of goodwill if it is positive (included in the carrying amount of the equity investment) or of income in the consolidated income statement if it is negative.
The carrying amounts of these equity investments are adjusted after initial recognition, based on the pro-rata changes in the equity of the investee based on the financial information of those companies.
When there are losses attributable to the Group that are higher than the carrying amount of the equity investment, the carrying amount is impaired and appropriate provisions or liabilities are recognised for the amount of any additional losses, but only if the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses. If no further losses are identified and the investee subsequently realises gains, the investor will only recognise the amount of the gains attributable to it after these have offset the losses not recognised.
After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
The following is a breakdown of equity investments, showing the ownership interest held and the carrying amounts of the equity investments measured by using the equity method for the two years compared. No specific impairment indicators have been identified. Reference should be made to Note 6.8 Result from investments accounted for using equty method for details on the economic effects for the period from investments accounted by using the equity method. The measurements have been made based on data from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited
Producciones Mandarina S.L.
European Broadcaster Exchange (EBX) Ltd. (**)
The carriyng amounts of some equity investments (maily Mediamond and Fascino) incorporated implicit goodwill totally equal to EUR 3.3. million.
The following table provides key figures from the income statement and balance sheet for associates and joint ventures, as taken from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited (**)
European Broadcaster Exchange (EBX) Ltd.(**)
F\u00e9nix Media Audiovisual,S.L.
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2021
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
European Broadcaster Exchange (EBX) Ltd.(**)
Fascino P.G.T S.rl. (***)
F\u00e9nix Media Audiovisual,S.L.
Titanus Elios S.p.A.(***)
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2020
The recoverability of the goodwill and of the other assets recognized in the consolidated statement of financial position of the EI Towers Group at 31 December 2022 has been confirmed through the calculation of the relative value in use determined in line with IAS 36 and based on the cash flows for the period 2023-2029 reflected in the most recent multi-year business plan approved by the Board of Directors of the associate. The recoverable amount calculated on this basis shows a significant positive headroom with respect to the carrying amount of the goodwill and of the other assets tested.",
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"v1-page1-cflshid_90411-tag78826": {
"value": "5. SEGMENT REPORTING
As required under IFRS 8, the following information relates to the operating segments identified on the basis of the Group\u2019s present organisational structure and internal reporting system.
The Group\u2019s main operating segments, already included in the analysis of results contained in the Directors\u2019 Report on Operations, are the same as the geographical areas (Italy and Spain) identified according to the location of operations.
The following paragraphs contain the information and reconciliations required under IFRS 8 in relation to profits, losses, assets and liabilities, based on this segmentation process. The information can be extrapolated from the two sub-consolidated financial statements prepared at that level.
Geographical sectors
The following tables report key financial information for the two geographical operational areas of Italy and Spain, as at 31 December 2022 and 2021 respectively.
The tables have been prepared on the basis of specific sub-consolidated financial statements in which the carrying amount of the equity investments held by companies belonging to a segment in companies belonging to another segment have been kept at their respective purchase cost and eliminated upon consolidation. Likewise, in the sector income statement, income and expenses (relating to any dividends received from these investments) have been included under Income/(expenses) from other equity investments.
In particular, the inter-segment assets figures relate to the elimination of equity investments recognised under the assets of the Italy geographic sector in Mediaset Espa\u00f1a.
The net consolidated revenues of both sectors are given without any specific breakdown of their nature since this information, already reported at Group level (see note 6.1 and 6.2), is not considered to be relevant given the location of the group's activities in the same macro-economic area (South Europe). The breakdown between advertising revenues and other revenues streams, more useful for understanding the business trend in the two business areas, is however already reported in the Directors' Report on Operations.
Non-monetary expenses relate to the provisions and the costs of medium/long-term incentive plans.
5. SEGMENT REPORTING
As required under IFRS 8, the following information relates to the operating segments identified on the basis of the Group\u2019s present organisational structure and internal reporting system.
The Group\u2019s main operating segments, already included in the analysis of results contained in the Directors\u2019 Report on Operations, are the same as the geographical areas (Italy and Spain) identified according to the location of operations.
The following paragraphs contain the information and reconciliations required under IFRS 8 in relation to profits, losses, assets and liabilities, based on this segmentation process. The information can be extrapolated from the two sub-consolidated financial statements prepared at that level.
Geographical sectors
The following tables report key financial information for the two geographical operational areas of Italy and Spain, as at 31 December 2022 and 2021 respectively.
The tables have been prepared on the basis of specific sub-consolidated financial statements in which the carrying amount of the equity investments held by companies belonging to a segment in companies belonging to another segment have been kept at their respective purchase cost and eliminated upon consolidation. Likewise, in the sector income statement, income and expenses (relating to any dividends received from these investments) have been included under Income/(expenses) from other equity investments.
In particular, the inter-segment assets figures relate to the elimination of equity investments recognised under the assets of the Italy geographic sector in Mediaset Espa\u00f1a.
The net consolidated revenues of both sectors are given without any specific breakdown of their nature since this information, already reported at Group level (see note 6.1 and 6.2), is not considered to be relevant given the location of the group's activities in the same macro-economic area (South Europe). The breakdown between advertising revenues and other revenues streams, more useful for understanding the business trend in the two business areas, is however already reported in the Directors' Report on Operations.
Non-monetary expenses relate to the provisions and the costs of medium/long-term incentive plans.
Eliminations/ Adjustments
MAIN INCOME STATEMENT FIGURES
Revenues from external customers
Consolidated net revenues
Financial income/(losses)
Result from investments accounted for using the equity method
Income/(expenses) from other equity investments
Attributable to:
- Equity shareholders of the parent company
- Non-controlling Interests
Property, plant and equipment
Investments in associates and joint venture
Investments in tangible and intangible non current assets (**)
Amortisation and depreciation
Other non monetary expenses
(*) other than Other financial assets and Deferred tax assets
(**) Includes the change in \u201cAdvances for television rights acquisitions\u201d
Eliminations/ Adjustments
MAIN INCOME STATEMENT FIGURES
Revenues from external customers
Consolidated net revenues
Financial income/(losses)
Result from investments accounted for using the equity method
Income/(expenses) from other equity investments
Attributable to:
- Equity shareholders of the parent company
- Non-controlling Interests
Property, plant and equipment
Investments in associates and joint venture
Investments in tangible and intangible non current assets (**)
Amortisation and depreciation
Other non monetary expenses
(*) other than Other financial assets and Deferred tax assets
(**) Includes the change in \u201cAdvances for television rights acquisitions\u201d
The following table shows the cash flow statement for each geographical area. Cash Flow Statement (geographical breakdown)
+ Depreciation, amortisation and impairments
+ Other provisions and non-cash movements
+ Change in working capital
Net cash flow from/(used) operating activities [A]
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from the sale of fixed assets
Payments for investments in television rights
Payments for investments in other fixed assets
Proceeds from government grants
Proceeds/(Payments) for hedging derivatives
Payments for equity investments in associates and joint venture
Proceeds/(payments) in other financial assets
Business combinations net of cash and cash equivalents acquired
Net cash flow from/(used) in
investing activities [B]
CASH FLOW FROM FINANCING ACTIVITIES:
Change in treasury shares of the parent company and subsidiaries
Reimbursement of payments
Changes in other financial liabilities
Change in controlling interest/consolidation area
Net cash flow from/(used) in
financing activities [C]
CHANGE IN CASH AND CASH
EQUIVALENTS (D=A+B+C)
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR [E]
CASH AND CASH EQUIVALENTS AT THE
END OF THE YEAR [F=D+E]
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"v1-page1-cflshid_92218-tag78828": {
"value": "6.1 REVENUES FROM SALES OF GOODS AND SERVICES
The revenues from sales and services are recognised, respectively, when control is actually transferred as a result of the transfer of ownership or provision of the service.
In particular, the main streams of revenue generated by the Group's activities are recognised and reported according to the following criteria:
Advertising revenues (TV and other advertising revenues) are recognised at the moment the advertisement or commercial spot appears; Revenues from the sale of advertising under barter operations and, correspondingly, the costs of the merchandise, are recognised at fair value to take into account the estimated realisable value of the merchandise.
The sale of goods are recognised at the moment they are shipped or delivered (depending on how the actual transfer of control is governed by specific contractual provisions and terms of trade);
Sale of television broadcasting rights and productions, even for limited use periods, which result in the transfer of control of the asset to the sub-licensee, are fully recognised from the start of the period of the transferred use (or when the sub-licensee can start benefitting from the right to use them);
Pay streaming service: income from pay TV subscriptions is recognised as accrued on a time basis from the contract start date.
Revenues are shown net of returns, discounts, allowances and premiums, as well as any directly linked tax charges.
The main types of activities that fall within each major revenue stream are given below.
Revenues from the sale of television advertising include the revenues, net of agency commissions, from the sale of advertising space on free-to-air networks by Publitalia \u201980 S.p.A.; revenues from the sale of advertising space on pay-TV channels broadcast via digital terrestrial technology by Digitalia \u201808 S.r.l.; and revenues from the sale of advertising space on Spanish broadcasters of the Mediaset Espa\u00f1a Group by Publiespa\u00f1a S.A. and Publimedia S.A.
Other advertising revenues relate to amounts due to the Group as revenues from radio advertising space on proprietary websites granted exclusively to the joint venture Mediamond, as well as revenues for teletext commercial services and advertising revenues from non-TV media, earned by Publieurope Ltd. and Publimedia S.A and revenues collected for third parties.
Revenues from the sale of TV rights and television productions mainly include revenues from the multi-platform sale of content and the sale of movie rights for home video and television.
Revenues from the Group\u2019s Pay streaming service mainly refer to the non-linear content and services on Infinity streaming platforms in Italy and on Mitele PLUS in Spain.
Revenues from construction and maintenance of television equipment mainly relate to the income for the use of transmission capacity on digital terrestrial television networks. This item also includes revenues from the sale of equipment by Elettronica Industriale S.p.A. to external customers.
Movie distribution revenues refer to the rental of movies to cinema operators throughout Italy by Medusa Film and Spain byTelecinco Cinema.
Other revenues mainly includes royalties relating to merchandising, income from telephone traffic originating from the interaction with various TV productions on the Mediaset and Mediaset Espa\u00f1a networks, and the sale of multimedia content and services to telephone service providers.
The breakdown of these revenues is provided below, highlighting the main types at a consolidated level; Providing a breakdown of their nature is not considered to be relevant for the two operating segments given the location of the group's activities in the same macro-economic area (South Europe). The breakdown between advertising revenues and other revenues, which is more useful for understanding the business trend in the two areas of Italy and Spain, is however reported in the Directors' Report on Operations.Other advertising revenues
Sale of TV rights and productions
Construction, rental and maintenance of TV equipment
Movie distribution revenues
The decrease in the TV advertising revenues is substantially due to the trend in the advertising market as a whole, but is offset by the activities managed by concessionaire Digitalia '08 in relation to the advertising sales of Dazn channels under agreement signed for Serie A three seasons commencing 2021-2022.
The increase in Other advertising revenues refers to sales relating to the Group's websites and web properties (managed under a sub-concession in Italy by the joint venture Mediamond and in Spain) and sales relating to the Group\u2019s radio stations. This latter activity has been managed directly by the Group's concessionaire Digitalia '08 since 2022.
The decrease in Sale of rights and television productions revenues for the year can mainly be attributed to the lower proceeds, the absence of revenues under exclusive agreements to sublicense to Sky the Cinema and TV Series Premium channels ending at the beginning of 2022.
The year-on-year decrease Construction, rental and maintenance of television equipment revenues can mainly be attributed to the discontinuations of transmission capacity rent agreements with third party operators that reached their end date during the course of the year.
The increase in Movie distribution revenues is due to the post-pandemic resumption of movie industry activities and the gradual return to normality during 2022.
Revenue breakdown by geographical area
Below is a breakdown of revenues by geographical area, according to the customer\u2019s country of residence:
Concentration of revenues
None of the revenues generated from individual customers amounts to or exceeds 10% of the net consolidated revenues.
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"v1-page1-cflshid_92218-tag78827": {
"value": "The revenues from sales and services are recognised, respectively, when control is actually transferred as a result of the transfer of ownership or provision of the service.
In particular, the main streams of revenue generated by the Group's activities are recognised and reported according to the following criteria:
Advertising revenues (TV and other advertising revenues) are recognised at the moment the advertisement or commercial spot appears; Revenues from the sale of advertising under barter operations and, correspondingly, the costs of the merchandise, are recognised at fair value to take into account the estimated realisable value of the merchandise.
The sale of goods are recognised at the moment they are shipped or delivered (depending on how the actual transfer of control is governed by specific contractual provisions and terms of trade);
Sale of television broadcasting rights and productions, even for limited use periods, which result in the transfer of control of the asset to the sub-licensee, are fully recognised from the start of the period of the transferred use (or when the sub-licensee can start benefitting from the right to use them);
Pay streaming service: income from pay TV subscriptions is recognised as accrued on a time basis from the contract start date.
Revenues are shown net of returns, discounts, allowances and premiums, as well as any directly linked tax charges.
The main types of activities that fall within each major revenue stream are given below.
Revenues from the sale of television advertising include the revenues, net of agency commissions, from the sale of advertising space on free-to-air networks by Publitalia \u201980 S.p.A.; revenues from the sale of advertising space on pay-TV channels broadcast via digital terrestrial technology by Digitalia \u201808 S.r.l.; and revenues from the sale of advertising space on Spanish broadcasters of the Mediaset Espa\u00f1a Group by Publiespa\u00f1a S.A. and Publimedia S.A.
Other advertising revenues relate to amounts due to the Group as revenues from radio advertising space on proprietary websites granted exclusively to the joint venture Mediamond, as well as revenues for teletext commercial services and advertising revenues from non-TV media, earned by Publieurope Ltd. and Publimedia S.A and revenues collected for third parties.
Revenues from the sale of TV rights and television productions mainly include revenues from the multi-platform sale of content and the sale of movie rights for home video and television.
Revenues from the Group\u2019s Pay streaming service mainly refer to the non-linear content and services on Infinity streaming platforms in Italy and on Mitele PLUS in Spain.
Revenues from construction and maintenance of television equipment mainly relate to the income for the use of transmission capacity on digital terrestrial television networks. This item also includes revenues from the sale of equipment by Elettronica Industriale S.p.A. to external customers.
Movie distribution revenues refer to the rental of movies to cinema operators throughout Italy by Medusa Film and Spain byTelecinco Cinema.
Other revenues mainly includes royalties relating to merchandising, income from telephone traffic originating from the interaction with various TV productions on the Mediaset and Mediaset Espa\u00f1a networks, and the sale of multimedia content and services to telephone service providersOther income iso recognised when control is actually transferred as a result of the transfer of ownership or provision of the service. This item mainly includes non-core revenues and income, revenues from leases, property rentals and prior years' income.
Government grants (grants related to income) obtained for investments in cinema installations and productions are recognised in the financial statements when there is reasonable certainty that the company will satisfy all the conditions required to obtain them and that they will actually be received. The grants are recognised in the income statement over the same period in which the related costs are recognised.
",
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"v1-page1-cflshid_92944-tag78830": {
"value": "6.2 OTHER INCOME
Other income iso recognised when control is actually transferred as a result of the transfer of ownership or provision of the service. This item mainly includes non-core revenues and income, revenues from leases, property rentals and prior years' income.
Government grants (grants related to income) obtained for investments in cinema installations and productions are recognised in the financial statements when there is reasonable certainty that the company will satisfy all the conditions required to obtain them and that they will actually be received. The grants are recognised in the income statement over the same period in which the related costs are recognised.
Gain from disposal of fixed asset
Income from rentals and leases
The change in Other income mainly relates to the recognition in the previous year\u2019s financial statements of the receipt of EUR 26.8 million in damages from Dailymotion under the settlement agreement signed on 3 May 2021 which put an end to the dispute between the MFE Group and the Vivendi Group.
",
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"v1-page1-cflshid_92944-tag78829": {
"value": "Government grants (grants related to income) obtained for investments in cinema installations and productions are recognised in the financial statements when there is reasonable certainty that the company will satisfy all the conditions required to obtain them and that they will actually be received. The grants are recognised in the income statement over the same period in which the related costs are recognised.
",
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"v1-page1-cflshid_93278-tag78831": {
"value": "6.3 PERSONNEL EXPENSES Personnel expenses consist of the remuneration in cash or in kind paid to employees for the services provided (other than retirement or post employment benefits). In particular, this item comprises: Wages, salaries and productivity bonuses accrued during the year, holidays accrued and not taken by employees, one-off bonuses, social security and welfare contributions. Personnel expenses are defined by employment contracts. No actuarial assumptions are required to determine their amount. As \"short-term\" labour costs, these must be entirely recognised for the year to which they refer.
Medium/long-term incentive plans include share-based payments recognised pursuant to IFRS 2, as indicated in Note 14 Share-based payments.
Additional salary period (13th and 14th salary period)
Accrued and unused holiday
Social security contributions
Post-employment benefit plans
MLT incentive plans includes expenses accruing to the year 2022 for medium/long-term incentive plans awarded by the parent company in 2021 and 2022.
Other personnel expenses include leaving incentives and short-term benefits for employees (other than wages, salaries, contributions and paid leave), such as medical assistance, company cars, meal services and other free or subsidised goods and services. The item also includes compensation paid to salaried directors of Group companies, totalling EUR 4.9 million (EUR 4.5 million at 31 December 2021), of which EUR 4.4 million relating to the Mediaset Espa\u00f1a Group (EUR 3.7 million at 31 December 2021). It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised under Accruals/(Utilisations) of provisions, were reclassified.
The following table shows the details of the group's average workforce, determined on a full time equivalent (FTA) basis based on the business sector to which they belong attributable to the two main geographical areas, Italy and Spain in which the Group's activities are carried out. No employees work at companies with registered offices in the Netherlands, as the Group's actual and operating headquarters continue to be located in Italy and Spain.
6.4 PURCHASES, SERVICES AND OTHER COSTS
Costs are recognised in the income statement when they refer to goods and services used during the year.
Change in inventories of raw materials, semi-finished and finished products and increase in work in progress
Consultants, contractors and services
Making and purchases of productions
Broadcaster fees and guaranteed minimums
Advertising space and external relations
Electronic Data Processing Services
Research, training and travel expenses
Accruals/(Utilizations) of provisions
Total purchases, services, other costs
Purchases includes expenditures for the purchase of the raw materials and consumables used in staff and production activities (such as sets, costumes, awards) as well as those relating to the acquisition of TV rights licences with a duration of less than one year (such as rights to news and events) in the amount of EUR 44.5 million (EUR 47.6 million at 31 December 2021)
With reference to Cost for services:
-Consultants, contractors and services refers to professional service and advisor, corporate bodies fees, collaborators and temporary work expenses, artistic and journalistic collaborations.
-Making and purchases of productions refers to direct costs related to the creation of in-house productions and for purchase of productions from third parties;
-Other services mainly refers to EUR 95.0 million in trade association costs for the use of intellectual property rights (EUR 104.6 million in 2021), EUR 80.5 million in costs of maintaining networks, broadcasting equipment, property and IT systems (EUR 76.2 million in 2021) EUR 47.1 million in utilities (EUR 36.7 million in 2021), EUR 66.6 million in marketing service fees and costs (EUR 50.9 million in 2021), and EUR 98.0 million in other technical service, security and transportation fees (EUR 98.0 million in 2021).
Rentals includes EUR 116.9 million in costs relating to television signal transmission and the rental of tower for the two geographical areas of business (EUR 115.4 million at 31 December 2021), EUR 12.6 million in royalties (EUR 12.3 million in 2021) and EUR 21.2 million relating to rents mainly for television studios and equipment and office space (EUR 22.1 million in 2021).
Accruals/(Utilizations) of provisions includes provision (net of the reversal of the excess funds accrued in previous years) for onerous contracts in relation to some television productions or to reflect future expenses. It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised in this item, were reclassified under personnel expenses.
Other operating costs include indirect tax charges, donations and associative contributions and concession fees of which the main part relating to the contribution of 3% of the gross advertising sales of the Mediaset Espa\u00f1a Group in accordance with the industry sector law on funding public television.\u00a0
6.5 AMORTISATION, DEPRECIATION AND IMPAIRMENTS
Amortisation of TV and movie rights
Amortisation of other intangible assets
Amortisation of property, plant and equipment
Impairments /(Reversal) of TV and movies rights
Impairments /(Reversal) of other intangible assets
Impairments/(Reversal) of receivables
Total amortisation, depreciation and impairments
For commentary on changes in amortisation, deprecation and impairments, see the explanatory notes related to Property, plant and equipment and Intangible fixed assets below.
6.3 PERSONNEL EXPENSES Personnel expenses consist of the remuneration in cash or in kind paid to employees for the services provided (other than retirement or post employment benefits). In particular, this item comprises: Wages, salaries and productivity bonuses accrued during the year, holidays accrued and not taken by employees, one-off bonuses, social security and welfare contributions. Personnel expenses are defined by employment contracts. No actuarial assumptions are required to determine their amount. As \"short-term\" labour costs, these must be entirely recognised for the year to which they refer.
Medium/long-term incentive plans include share-based payments recognised pursuant to IFRS 2, as indicated in Note 14 Share-based payments.
Additional salary period (13th and 14th salary period)
Accrued and unused holiday
Social security contributions
Post-employment benefit plans
MLT incentive plans includes expenses accruing to the year 2022 for medium/long-term incentive plans awarded by the parent company in 2021 and 2022.
Other personnel expenses include leaving incentives and short-term benefits for employees (other than wages, salaries, contributions and paid leave), such as medical assistance, company cars, meal services and other free or subsidised goods and services. The item also includes compensation paid to salaried directors of Group companies, totalling EUR 4.9 million (EUR 4.5 million at 31 December 2021), of which EUR 4.4 million relating to the Mediaset Espa\u00f1a Group (EUR 3.7 million at 31 December 2021). It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised under Accruals/(Utilisations) of provisions, were reclassified.
The following table shows the details of the group's average workforce, determined on a full time equivalent (FTA) basis based on the business sector to which they belong attributable to the two main geographical areas, Italy and Spain in which the Group's activities are carried out. No employees work at companies with registered offices in the Netherlands, as the Group's actual and operating headquarters continue to be located in Italy and Spain.
10.1 POST-EMPLOYMENT BENEFITS PLANS
\u00a0Employee benefits
Post-employment benefit plans
The Employee Leaving Indemnity (ELI), which is obligatory for Italian companies pursuant to article 2120 of the Italian Civil Code, is a type of deferred remuneration and is related to the length of the working lives of the employees and the remuneration received.
As a result of the Supplementary Pension Reform, amounts of ELI accrued up to 31 December 2006 will continue to remain within the company as a defined benefit plan (with the obligation of actuarial valuation of the accrued benefits). Amounts accruing from 1 January 2007 (except for employees in companies with less than 50 employees), according to the choice made by the employees, are either allocated to supplementary pension funds or transferred by the Company to the treasury fund managed by the Italian National Social Security Institute (INPS) and, from the time when the employees make their choice, shall constitute defined contribution plans no longer subject to actuarial valuation.
Employee benefits, which by Italian law are classified as leaving entitlements (TFR), are considered by IAS 19 to be post-employment benefits and must be recognised in the financial statements using actuarial valuations.
For the benefits subject to actuarial valuation, the ELI liability must be calculated by projecting forward the already accrued amount up to the future date of dissolution of the employment relationship and then discounting the amount to its present value, at the reporting date, using the actuarial \u201cProjected Unit Credit Method\u201d. The discount rate used to determine the liability is the \u201cComposite\u201d interest rate curve for securities issued by corporate issuers with an AA rating.
From an accounting perspective, the actuarial valuation results in recognition in profit and loss under the item \u201cFinancial Expenses/Income\u201d, which represents the theoretical charge that the Company would incur if it requested a market loan for the amount of the ELI, and a current service cost under the item \u201cPersonnel expenses\u201d, which establishes the amount of the benefits accrued by the employees during the financial year, but only for companies of the Group with less than 50 employees that, consequently, have not transferred the amounts accrued from 1 January 2007 to supplementary pension schemes. The actuarial gains and losses that reflect the impacts from changes in the actuarial assumptions used are recognised directly in shareholders\u2019 equity without ever going through profit and loss and they are shown in the comprehensive income statement.
The valuation of the Group\u2019s obligations to its employees was carried out with the support of an independent actuarial:
oProjected estimate of the cost of employee leaving entitlements already accrued at the valuation date up to the moment at which employment contracts will terminate or the accrued amounts are paid in part as advances on entitlements.
oDiscounting, at the valuation date, of the expected cash flows the Group will have pay to its employees in the future.
oRe-proportioning of the accrued benefits discounted based on length of service at the valuation date compared to the length of service expected at the hypothetical date of payment by the Group.
The valuation of employee leaving entitlements in accordance with IAS 19 was conducted specifically for the specific population of current employees, i.e. detailed calculations were made for each Group employee, without taking into account any future hires.
The actuarial valuation model is based on \u201ctechnical bases\u201d consisting of demographic, economic and financial assumptions relating to the valuation parameters.
The assumptions used are summarised below:ISTAT life expectancy table broken down by age and sex, current as at 2021
Probability of leaving the Group
Retirement, resignation, termination and contract expiration percentages were taken from the observation of the company's historical data. The employee attrition probabilities used were broken down by age, sex and contractual job title (office workers, managers and executives/journalists). The actuarial valuations took account of start dates for pension benefits specified by Decree Law 201 of 6 December 2011 \"Urgent Provisions for the Growth, Fairness and Consolidation of the State Budget,\" (converted with amendments by Law 214 of 22 December 2011) and the regulations governing adjustment of requirements to access the pension system for increases in life expectancy pursuant to Article 12 of Decree Law 78 of 31 May 2010 converted, with amendments, by Law 122 of 30 July 2010.
Frequencies of advances and average percentage of TFR requested in advance have been taken from the observation of historical data for each company of the Group
Those who fully transfer their TFR to supplementary pensions release the company from TFR obligations, and thus, are not the subject of valuation. For other employees, valuations were made taking into account the decisions actually made by employees, current as at 31 December 2022.
Economic/financial assumptions
With reference to inflation, reference was made to the macroeconomic overview contained in the most recent \"Economy and Finance Document and Notes\" as at the reporting date, using an inflation rate of 3.0% for 2023, 2.5% for 2024 and 2.0% for 2025.
The discount rate used was determined in relation to market returns on prime corporate bonds on the valuation date. In this regard, the \"Composite\" interest rate curve was used for securities issued by corporate issues with an AA rating in the \"Investment Grade\" category in the eurozone as of 31 December 2022 (source: Bloomberg).
The change in the post-employment benefits plans is as follows: The table below shows a sensitivity analysis on the amount of the liabilities following the change in the main demographic and economic and financial assumptions relating to the parameters involved in the calculation.
Economic and financial assumptions
Demographic/Actuarial assumptions
Probability of termination of the employment relationship
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_93283-tag78765": {
"value": "Personnel expenses consist of the remuneration in cash or in kind paid to employees for the services provided (other than retirement or post employment benefits). In particular, this item comprises: Wages, salaries and productivity bonuses accrued during the year, holidays accrued and not taken by employees, one-off bonuses, social security and welfare contributions. Personnel expenses are defined by employment contracts. No actuarial assumptions are required to determine their amount. As \"short-term\" labour costs, these must be entirely recognised for the year to which they refer.
Medium/long-term incentive plans include share-based payments recognised pursuant to IFRS 2, as indicated in Note 14 Share-based payments.
Post-employment benefit plans
The Employee Leaving Indemnity (ELI), which is obligatory for Italian companies pursuant to article 2120 of the Italian Civil Code, is a type of deferred remuneration and is related to the length of the working lives of the employees and the remuneration received.
As a result of the Supplementary Pension Reform, amounts of ELI accrued up to 31 December 2006 will continue to remain within the company as a defined benefit plan (with the obligation of actuarial valuation of the accrued benefits). Amounts accruing from 1 January 2007 (except for employees in companies with less than 50 employees), according to the choice made by the employees, are either allocated to supplementary pension funds or transferred by the Company to the treasury fund managed by the Italian National Social Security Institute (INPS) and, from the time when the employees make their choice, shall constitute defined contribution plans no longer subject to actuarial valuation.
Employee benefits, which by Italian law are classified as leaving entitlements (TFR), are considered by IAS 19 to be post-employment benefits and must be recognised in the financial statements using actuarial valuations.
For the benefits subject to actuarial valuation, the ELI liability must be calculated by projecting forward the already accrued amount up to the future date of dissolution of the employment relationship and then discounting the amount to its present value, at the reporting date, using the actuarial \u201cProjected Unit Credit Method\u201d. The discount rate used to determine the liability is the \u201cComposite\u201d interest rate curve for securities issued by corporate issuers with an AA rating.
From an accounting perspective, the actuarial valuation results in recognition in profit and loss under the item \u201cFinancial Expenses/Income\u201d, which represents the theoretical charge that the Company would incur if it requested a market loan for the amount of the ELI, and a current service cost under the item \u201cPersonnel expenses\u201d, which establishes the amount of the benefits accrued by the employees during the financial year, but only for companies of the Group with less than 50 employees that, consequently, have not transferred the amounts accrued from 1 January 2007 to supplementary pension schemes. The actuarial gains and losses that reflect the impacts from changes in the actuarial assumptions used are recognised directly in shareholders\u2019 equity without ever going through profit and loss and they are shown in the comprehensive income statement.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_93711-tag78833": {
"value": "6.4 PURCHASES, SERVICES AND OTHER COSTS
Costs are recognised in the income statement when they refer to goods and services used during the year.
Change in inventories of raw materials, semi-finished and finished products and increase in work in progress
Consultants, contractors and services
Making and purchases of productions
Broadcaster fees and guaranteed minimums
Advertising space and external relations
Electronic Data Processing Services
Research, training and travel expenses
Accruals/(Utilizations) of provisions
Total purchases, services, other costs
Purchases includes expenditures for the purchase of the raw materials and consumables used in staff and production activities (such as sets, costumes, awards) as well as those relating to the acquisition of TV rights licences with a duration of less than one year (such as rights to news and events) in the amount of EUR 44.5 million (EUR 47.6 million at 31 December 2021)
With reference to Cost for services:
-Consultants, contractors and services refers to professional service and advisor, corporate bodies fees, collaborators and temporary work expenses, artistic and journalistic collaborations.
-Making and purchases of productions refers to direct costs related to the creation of in-house productions and for purchase of productions from third parties;
-Other services mainly refers to EUR 95.0 million in trade association costs for the use of intellectual property rights (EUR 104.6 million in 2021), EUR 80.5 million in costs of maintaining networks, broadcasting equipment, property and IT systems (EUR 76.2 million in 2021) EUR 47.1 million in utilities (EUR 36.7 million in 2021), EUR 66.6 million in marketing service fees and costs (EUR 50.9 million in 2021), and EUR 98.0 million in other technical service, security and transportation fees (EUR 98.0 million in 2021).
Rentals includes EUR 116.9 million in costs relating to television signal transmission and the rental of tower for the two geographical areas of business (EUR 115.4 million at 31 December 2021), EUR 12.6 million in royalties (EUR 12.3 million in 2021) and EUR 21.2 million relating to rents mainly for television studios and equipment and office space (EUR 22.1 million in 2021).
Accruals/(Utilizations) of provisions includes provision (net of the reversal of the excess funds accrued in previous years) for onerous contracts in relation to some television productions or to reflect future expenses. It bears noting that, in 2021, EUR 23.3 million in provisions for staff in relation to business restructuring plans and renewal of the national television contract, last year recognised in this item, were reclassified under personnel expenses.
Other operating costs include indirect tax charges, donations and associative contributions and concession fees of which the main part relating to the contribution of 3% of the gross advertising sales of the Mediaset Espa\u00f1a Group in accordance with the industry sector law on funding public television.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_93711-tag78832": {
"value": "Costs are recognised in the income statement when they refer to goods and services used during the year.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94035-tag78834": {
"value": "6.5 AMORTISATION, DEPRECIATION AND IMPAIRMENTS
Amortisation of TV and movie rights
Amortisation of other intangible assets
Amortisation of property, plant and equipment
Impairments /(Reversal) of TV and movies rights
Impairments /(Reversal) of other intangible assets
Impairments/(Reversal) of receivables
Total amortisation, depreciation and impairments
For commentary on changes in amortisation, deprecation and impairments, see the explanatory notes related to Property, plant and equipment and Intangible fixed assets below.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94429-tag78840": {
"value": "6.6 FINANCIAL EXPENSES Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
Interests on financial liabilities
From derivative instruments
Interests on financial liabilities includes interests relating to financial liabilities accounted under IFRS 16 (Lease) for an amount of EUR 1.3 million (EUR 1.5 million in 2021)
Other financial expenses include in 2021 the financial expenses associated with the collar contract entered into to hedge the fair value of the equity investment in ProSiebenSat.1 Media SE.
6.7 FINANCIAL INCOME
Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
Interests on financial assets
Income from derivative instruments
Dividends from FVTOCI investments
Income from derivative instruments included in 2021 income of EUR 20.4 million for the early termination of the reverse collar contract entered into in April 2020 by the parent company to hedge a further share purchase in ProsiebenSat1 Media SE.Dividends from FVTOCI (Fair Value Through Other Comprehensive Income) investments refer to the dividends due to MFE by the investee ProSiebenSat1 Media SA.
Foreign exchange gains and losses include the effects of derivatives relating to the hedging of foreign currency exposure connected to commitments for the future acquisition of rights (for the component not included in the hedging relationship), and the effect of derivatives used to hedge against fluctuations in the exchange rates on financial statement items (receivables and payables denominated in foreign currencies).
6.7.1 Financial Income/Expenses recognised according to IFRS 9 The table below summarises the financial income and expenses recognised in the income statement, classified by IFRS 9 category
IFRS 9 CATEGORIES AT 31 DECEMBER 2022
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
IFRS 9 CATEGORIES AT 31 DECEMBER 2021
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
Financial derivatives includes net financial income and expenses relating to derivatives used to hedge against the risk of fluctuating interest rates for medium/long term financial liabilities and against fluctuating exchange rates, as well as equity hedges.
Other financial income (expenses) primarily includes the effects of to the time discounting of post-employment benefit plans, interest relating to the time discounting of provisions for risks expiring after 12 months, and financial expenses on leases accounted for under IFRS 16. In particular this line item included the dividend income attributable to the MFE Group from investee ProSiebenSat.1 Media SE.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94429-tag78839": {
"value": "6.6 FINANCIAL EXPENSES Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
Interests on financial liabilities
From derivative instruments
Interests on financial liabilities includes interests relating to financial liabilities accounted under IFRS 16 (Lease) for an amount of EUR 1.3 million (EUR 1.5 million in 2021)
Other financial expenses include in 2021 the financial expenses associated with the collar contract entered into to hedge the fair value of the equity investment in ProSiebenSat.1 Media SE.
6.7 FINANCIAL INCOME
Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
Interests on financial assets
Income from derivative instruments
Dividends from FVTOCI investments
Income from derivative instruments included in 2021 income of EUR 20.4 million for the early termination of the reverse collar contract entered into in April 2020 by the parent company to hedge a further share purchase in ProsiebenSat1 Media SE.Dividends from FVTOCI (Fair Value Through Other Comprehensive Income) investments refer to the dividends due to MFE by the investee ProSiebenSat1 Media SA.
Foreign exchange gains and losses include the effects of derivatives relating to the hedging of foreign currency exposure connected to commitments for the future acquisition of rights (for the component not included in the hedging relationship), and the effect of derivatives used to hedge against fluctuations in the exchange rates on financial statement items (receivables and payables denominated in foreign currencies).
6.7.1 Financial Income/Expenses recognised according to IFRS 9 The table below summarises the financial income and expenses recognised in the income statement, classified by IFRS 9 category
IFRS 9 CATEGORIES AT 31 DECEMBER 2022
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
IFRS 9 CATEGORIES AT 31 DECEMBER 2021
From changes in fair value
Foreign exchange gains/losses
Financial liabilities at amortised cost
Financial activities at amortized cost
Other financial income/(expenses)
Total financial income (expenses) net
Financial derivatives includes net financial income and expenses relating to derivatives used to hedge against the risk of fluctuating interest rates for medium/long term financial liabilities and against fluctuating exchange rates, as well as equity hedges.
Other financial income (expenses) primarily includes the effects of to the time discounting of post-employment benefit plans, interest relating to the time discounting of provisions for risks expiring after 12 months, and financial expenses on leases accounted for under IFRS 16. In particular this line item included the dividend income attributable to the MFE Group from investee ProSiebenSat.1 Media SE.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78842": {
"value": "6.6 FINANCIAL EXPENSES Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
Interests on financial liabilities
From derivative instruments
Interests on financial liabilities includes interests relating to financial liabilities accounted under IFRS 16 (Lease) for an amount of EUR 1.3 million (EUR 1.5 million in 2021)
Other financial expenses include in 2021 the financial expenses associated with the collar contract entered into to hedge the fair value of the equity investment in ProSiebenSat.1 Media SE.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceCostExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78841": {
"value": "6.6 FINANCIAL EXPENSES Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
Interests on financial liabilities
From derivative instruments
Interests on financial liabilities includes interests relating to financial liabilities accounted under IFRS 16 (Lease) for an amount of EUR 1.3 million (EUR 1.5 million in 2021)
Other financial expenses include in 2021 the financial expenses associated with the collar contract entered into to hedge the fair value of the equity investment in ProSiebenSat.1 Media SE.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78837": {
"value": "Financial expenses are recognised on an accrual basis in the income statement during the year in which they occur, by accruing interests, discounts and other financial expenses even if not paid at the reporting date, and deferring those already paid in the period but pertaining to future years.
Financial expenses include:
\u2212interest expense on financial liabilities, measured at amortised cost;
\u2212financial expenses for leases recognised under IFRS 16 \u2018Leases\u2019;
\u2212exchange differences arising from hedging of assets and liabilities denominated in foreign currencies;
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78843": {
"value": "6.7 FINANCIAL INCOME
Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
Interests on financial assets
Income from derivative instruments
Dividends from FVTOCI investments
Income from derivative instruments included in 2021 income of EUR 20.4 million for the early termination of the reverse collar contract entered into in April 2020 by the parent company to hedge a further share purchase in ProsiebenSat1 Media SE.Dividends from FVTOCI (Fair Value Through Other Comprehensive Income) investments refer to the dividends due to MFE by the investee ProSiebenSat1 Media SA.
Foreign exchange gains and losses include the effects of derivatives relating to the hedging of foreign currency exposure connected to commitments for the future acquisition of rights (for the component not included in the hedging relationship), and the effect of derivatives used to hedge against fluctuations in the exchange rates on financial statement items (receivables and payables denominated in foreign currencies).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78838": {
"value": "6.7 FINANCIAL INCOME
Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
Interests on financial assets
Income from derivative instruments
Dividends from FVTOCI investments
Income from derivative instruments included in 2021 income of EUR 20.4 million for the early termination of the reverse collar contract entered into in April 2020 by the parent company to hedge a further share purchase in ProsiebenSat1 Media SE.Dividends from FVTOCI (Fair Value Through Other Comprehensive Income) investments refer to the dividends due to MFE by the investee ProSiebenSat1 Media SA.
Foreign exchange gains and losses include the effects of derivatives relating to the hedging of foreign currency exposure connected to commitments for the future acquisition of rights (for the component not included in the hedging relationship), and the effect of derivatives used to hedge against fluctuations in the exchange rates on financial statement items (receivables and payables denominated in foreign currencies).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78836": {
"value": "Financial income is recognised on an accruals basis in the income statement for the year in which it is made.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_94434-tag78835": {
"value": "Dividends are recognised in the accounting period in which the resolution approving their distribution is passed.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_95350-tag78845": {
"value": "6.8 RESULT FROM INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHODThis item includes the portion of net result of companies accounted for by using the equity method, including any impairment or reversal, impairment of financial receivables for these investments recognised as other non-current financial assets, and gains/losses on equity investments not classified as FVTOCI instruments.
Result of equity investments accounted for using the equity method
Gain/(loss) from sale of equity investments
The result of Equity investments accounted for using the equity method mainly included expenses and income related to the pro-rata recording of the results of equity investments in associates and joint ventures. In particular:
oincome of EUR 14.0 million for the equity investment in EI Towers. Last year, the result amounting to EUR 99.6 million included the pro-quota capital gain realised by the associate following its sale of subsidiary Towertel.
oincome of EUR 1.3 million for the equity investment in La F\u00e1brica de la Tele;
oincome of EUR 5.9 million for the equity investment in Fascino PGT S.r.l.
oincome of EUR 0.8 million for the equity investment in Unicorn Content S.L;
7.6 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES ARE RECOGNISED USING EQUITY METHODInvestments in associates and joint ventures are recognised using equity method in the consolidated financial statements. At the time of acquisition, the difference between the cost of the equity investment, including any transaction costs, and the acquirer\u2019s interest in the net fair value of the assets, liabilities and identifiable contingent liabilities of the investee is accounted for according to IAS 28, with the recognition of goodwill if it is positive (included in the carrying amount of the equity investment) or of income in the consolidated income statement if it is negative.
The carrying amounts of these equity investments are adjusted after initial recognition, based on the pro-rata changes in the equity of the investee based on the financial information of those companies.
When there are losses attributable to the Group that are higher than the carrying amount of the equity investment, the carrying amount is impaired and appropriate provisions or liabilities are recognised for the amount of any additional losses, but only if the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses. If no further losses are identified and the investee subsequently realises gains, the investor will only recognise the amount of the gains attributable to it after these have offset the losses not recognised.
After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
The following is a breakdown of equity investments, showing the ownership interest held and the carrying amounts of the equity investments measured by using the equity method for the two years compared. No specific impairment indicators have been identified. Reference should be made to Note 6.8 Result from investments accounted for using equty method for details on the economic effects for the period from investments accounted by using the equity method. The measurements have been made based on data from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited
Producciones Mandarina S.L.
European Broadcaster Exchange (EBX) Ltd. (**)
The carriyng amounts of some equity investments (maily Mediamond and Fascino) incorporated implicit goodwill totally equal to EUR 3.3. million.
The following table provides key figures from the income statement and balance sheet for associates and joint ventures, as taken from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited (**)
European Broadcaster Exchange (EBX) Ltd.(**)
F\u00e9nix Media Audiovisual,S.L.
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2021
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
European Broadcaster Exchange (EBX) Ltd.(**)
Fascino P.G.T S.rl. (***)
F\u00e9nix Media Audiovisual,S.L.
Titanus Elios S.p.A.(***)
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2020
The recoverability of the goodwill and of the other assets recognized in the consolidated statement of financial position of the EI Towers Group at 31 December 2022 has been confirmed through the calculation of the relative value in use determined in line with IAS 36 and based on the cash flows for the period 2023-2029 reflected in the most recent multi-year business plan approved by the Board of Directors of the associate. The recoverable amount calculated on this basis shows a significant positive headroom with respect to the carrying amount of the goodwill and of the other assets tested.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_95365-tag78844": {
"value": "This item includes the portion of net result of companies accounted for by using the equity method, including any impairment or reversal, impairment of financial receivables for these investments recognised as other non-current financial assets, and gains/losses on equity investments not classified as FVTOCI instruments",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_95537-tag78847": {
"value": "6.9 INCOME TAXESCurrent income taxes are accrued, for each company, on the basis of the taxable income determined in accordance with current tax rates and laws currently in force, or essentially approved, at the end of the reporting period in the various countries, taking into account any applicable exemptions and tax credits due.
Tax expenses (foreign companies)
Accruals of deferred tax assets
Reversal from deferred tax asset
Reversal from deferred tax liabilities
Total deferred tax liabilities
IRES and IRAP tax expenses comprised the IRAP tax levied against Italian companies.
Prior year tax mainly includes expense generated as a result of the recalculation of taxes upon submission of the income tax return with respect to the amount recognised in the financial statements for previous years.
Substitute tax last year included the write-down in the credit for foreign tax payments recognised after the dividend was received by investee ProSiebenSat.1 Media SA.
Deferred tax assets and liabilities mainly show the movements for the year for the allocations and/or uses generated as a result of changes in the temporary differences between the taxable base and the carrying amount of assets and liabilities. Deferred tax assets included the EUR 0.8 million accruals following the negative taxable income generated during the years by companies scoped into the Italian tax consolidation arrangement.
The main changes refers to the reversal of deferred tax liabilities of the other intangible asset of Mediaset Espana
Tax expenses (foreign companies) mainly relate to the taxes for the year recorded by the companies belonging to the Mediaset Espa\u00f1a Group.IRAP tax non deductible expenses
Effects of companies with different tax rate
Non deductible expenses and consolidation adjustment with no tax effect
Earnings per share are calculated by dividing the Group net profit by the weighted average of the number of outstanding shares, net of the treasury shares.
The calculation of basic and diluted earnings per share is based on the following data:
Net result for the year (millions of euro) attributable to equty shareholders of the parent company
Weighted average number of ordinary shares (without treasury shares)
Weighted average number of ordinary shares for the diluted EPS computation
Earnings per share are calculated by dividing the Group net profit by the weighted average of the number of outstanding shares, net of the treasury shares.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_96148-tag78851": {
"value": "7.1 PROPERTY, PLANT AND EQUIPMENT
Plant, machinery, equipment, buildings and land are recognised at purchase, production or transfer cost, including any transaction costs, any dismantling costs and direct costs necessary to make the asset available for use. These fixed assets, with the exception of land, which is not subject to depreciation, are depreciated on a straight-line basis in each financial year using depreciation rates set according to the remaining useful life of the assets.
Depreciation is calculated on a straight-line basis on the cost of the assets, net of any residual values (where significant), according to their estimated useful lives, with the following rates applied:
Tipe of property plan and equipment
Financial statement category
Constructions and equipment
Technical and commercial equipment
Office furniture and machines
Motor vehicles and other means of transport
The recoverable value of the above is measured based on the criteria laid down in IAS 36, described in the note below \u201cAssessment of recoverability of goodwill and other non-current assets (Impairment test)\u201d
Ordinary maintenance costs are recognised in full in profit and loss. Incremental maintenance costs are allocated to each asset and depreciated over its remaining useful life.
Leasehold improvements are allocated to each class of assets and depreciated at the residual life of the lease contract or the residual useful life of the type of asset improved, whichever is lower.
Whenever individual components of a complex tangible fixed asset have different useful lives, they are recognised separately in order to be depreciated according to their individual useful lives (component approach).
In particular, according to this principle, the value of land and of the buildings on it are kept separate, and only the buildings are depreciated.
Gains and losses resulting from sales or disposals of assets are calculated as the difference between the sales price and the net book value of the asset, and are posted to the income statement under Other income and Other operating costs, respectively.Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
ACCUMULATED AMORTISATION AND IMPAIRMENTS
Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
Technical and commercial equipment
Tangible assets in progress and advances
Owned property, plant and equipment
Property, plant and equipment - Right of use
Additions for the period to the classes of assets forming own property, plant and equipment, included EUR 32.4 million in purchases for the year and EUR 24.1 million for reclassifications of payments classified as assets in progress and advances at the end of the previous year.
The main categories of additions can be summarised as follows:
\u2212EUR 3.6 million referred to Land and building, in particular for the building infrastructure of the new shared production units at the headquarters in Cologno Monzese;
\u2212EUR 31.7 million referred to Plant and equipment, mainly relating to EUR 5.6 million for the purchase of television broadcasting and recording facilities and radio bridges relating to the new digital terrestrial DVB-T2 technology; EUR 8.3 million referred to the construction of the new Milan/Roma Video Centre; EUR 2.8 million referred to the construction of the electric car charging station at the headquarters in Cologno Monzese; EUR 2.6 million referred to technological upgrades due to studio obsolescence; EUR 2.4 million referred to the television studio digitalisation process; approximately EUR 1.0 million referred to the planning and creation of a new \u201cStriscia la Notizia\u201d production studio;
\u2212EUR 1.0 million referred to Technical and commercial equipment and other assets, mainly relating to purchase and replacement of hardware;
\u2212EUR 18.2 million referred to increases in Tangible assets in progress and advances, which mainly referred to various projects including the outfitting of work space as part of the \"Smart Working\" project at the headquarters in Cologno Monzese headquarters and the refurbishment of the single Full HD broadcast system.
The decreases for the year, mainly recognised in \u201cOther changes\u201d, mainly referred \u2013 in addition to scrapping and disposals \u2013 to the EUR 24.1 million reduction of the net value of the assets purchased as part of the frequency refarming activities to prepare for the transition of facilities to the new DVB-T2 broadcasting standard. This specifically related to the interventions carried out from 1 December 2020 to 8 February 2022 with government grants paid to Elettronica Industriale by Ministerial Resolution 27 June 2022, which were equal to 80% of eligible total expenses (costs and investments) for those interventions.\u00a0This item also included EUR 4.6million in reversals of depreciation from previous years, again with reference to the government grant based on the inter-ministerial decree on compensatory measures dated 17 November 2021 granted by the current Ministry of Enterprise and Made in Italy (MIMIT).Disposals amounting to EUR 1.7 million were made during the period.
7.1.1 Right-of-use property, plant and equipment
Assets under the control of the Group through leasing contracts are classified as tangible assets in the caption Right-of-use property, plant and equipment at the value of the related financial liability, calculated based on the current value of future payments, discounted at the incremental borrowing rate for each contract. The payable is progressively reduced according to the repayment schedule for the amounts of principal included in the contractual instalments. The interest amount, on the other hand, is recognised in the income statement under financial expenses. The value of the asset recognised under tangible assets is depreciated on a straight-line basis according to the lease term, while also taking into account the likelihood of renewal of the agreement where an enforceable renewal option exists.
Fees for leasing contracts with a duration of 12 months or less and for contracts with a low-value underlying asset are accrued on a straight-line basis through profit or loss according to the duration of the contract.\u00a0\u00a0
Property, plant and equipment - Right of use include lease agreements recognised under IFRS 16 for leases of real estate and television studios and rentals of staff company cars. The increases relate to new contract signed during the period in question. Right-of-use depreciation rates were calculated based on the established lease terms.
The item \u201cRight-of-use property, plant and equipment\u201c is broken down below.
Right-of-use property of buildings
Carrying amount at 31/12/2020
Amortisation and depreciation
Carrying amount at 31/12/2021
Amortisation and depreciation
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_96148-tag78850": {
"value": "7.1 PROPERTY, PLANT AND EQUIPMENT
Plant, machinery, equipment, buildings and land are recognised at purchase, production or transfer cost, including any transaction costs, any dismantling costs and direct costs necessary to make the asset available for use. These fixed assets, with the exception of land, which is not subject to depreciation, are depreciated on a straight-line basis in each financial year using depreciation rates set according to the remaining useful life of the assets.
Depreciation is calculated on a straight-line basis on the cost of the assets, net of any residual values (where significant), according to their estimated useful lives, with the following rates applied:
Tipe of property plan and equipment
Financial statement category
Constructions and equipment
Technical and commercial equipment
Office furniture and machines
Motor vehicles and other means of transport
The recoverable value of the above is measured based on the criteria laid down in IAS 36, described in the note below \u201cAssessment of recoverability of goodwill and other non-current assets (Impairment test)\u201d
Ordinary maintenance costs are recognised in full in profit and loss. Incremental maintenance costs are allocated to each asset and depreciated over its remaining useful life.
Leasehold improvements are allocated to each class of assets and depreciated at the residual life of the lease contract or the residual useful life of the type of asset improved, whichever is lower.
Whenever individual components of a complex tangible fixed asset have different useful lives, they are recognised separately in order to be depreciated according to their individual useful lives (component approach).
In particular, according to this principle, the value of land and of the buildings on it are kept separate, and only the buildings are depreciated.
Gains and losses resulting from sales or disposals of assets are calculated as the difference between the sales price and the net book value of the asset, and are posted to the income statement under Other income and Other operating costs, respectively.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_96148-tag78852": {
"value": "Ordinary maintenance costs are recognised in full in profit and loss. Incremental maintenance costs are allocated to each asset and depreciated over its remaining useful life.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRepairsAndMaintenanceExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_98127-tag78853": {
"value": "EUR 24.1 million reduction of the net value of the assets purchased as part of the frequency refarming activities to prepare for the transition of facilities to the new DVB-T2 broadcasting standard. This specifically related to the interventions carried out from 1 December 2020 to 8 February 2022 with government grants paid to Elettronica Industriale by Ministerial Resolution 27 June 2022, which were equal to 80% of eligible total expenses (costs and investments) for those interventions.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGovernmentGrantsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_98238-tag78855": {
"value": "7.1.1 Right-of-use property, plant and equipment
Assets under the control of the Group through leasing contracts are classified as tangible assets in the caption Right-of-use property, plant and equipment at the value of the related financial liability, calculated based on the current value of future payments, discounted at the incremental borrowing rate for each contract. The payable is progressively reduced according to the repayment schedule for the amounts of principal included in the contractual instalments. The interest amount, on the other hand, is recognised in the income statement under financial expenses. The value of the asset recognised under tangible assets is depreciated on a straight-line basis according to the lease term, while also taking into account the likelihood of renewal of the agreement where an enforceable renewal option exists.
Fees for leasing contracts with a duration of 12 months or less and for contracts with a low-value underlying asset are accrued on a straight-line basis through profit or loss according to the duration of the contract.\u00a0\u00a0
Property, plant and equipment - Right of use include lease agreements recognised under IFRS 16 for leases of real estate and television studios and rentals of staff company cars. The increases relate to new contract signed during the period in question. Right-of-use depreciation rates were calculated based on the established lease terms.
The item \u201cRight-of-use property, plant and equipment\u201c is broken down below.
Right-of-use property of buildings
Carrying amount at 31/12/2020
Amortisation and depreciation
Carrying amount at 31/12/2021
Amortisation and depreciation
Assets under the control of the Group through leasing contracts are classified as tangible assets in the caption Right-of-use property, plant and equipment at the value of the related financial liability, calculated based on the current value of future payments, discounted at the incremental borrowing rate for each contract. The payable is progressively reduced according to the repayment schedule for the amounts of principal included in the contractual instalments. The interest amount, on the other hand, is recognised in the income statement under financial expenses. The value of the asset recognised under tangible assets is depreciated on a straight-line basis according to the lease term, while also taking into account the likelihood of renewal of the agreement where an enforceable renewal option exists.
Fees for leasing contracts with a duration of 12 months or less and for contracts with a low-value underlying asset are accrued on a straight-line basis through profit or loss according to the duration of the contract.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_98681-tag78856": {
"value": "7.2 TELEVISION AND MOVIE RIGHTSTelevision broadcasting rights are amortised, starting from the time when the asset is available for use and throughout the period of its expected utilization. The recoverable amount of the above is calculated based on the criteria laid down in IAS 36, described in the paragraph below on asset impairment
For television broadcasting rights, the amortisation method provides a reasonable and reliable reflection of the relationship between the various broadcasting opportunities available, the number of screenings permitted by contract and their actual broadcast. Based on the respective business models, straight-line amortisation based on the contractually stipulated license period is generally applied for the Italian television library, whereas descending amortisation is used for the Spanish television library. This different accounting reflects the different contractual conditions and the consequent methods of exploitation of the two main countries in which the Group operates.
When, irrespective of the amortisation already recognized, all runs made available under the related television broadcasting rights contracts have been broadcasted, the carrying amount is impaired in full.
The rights for sporting events, news and entertainment programmes are amortised entirely (100%) when the event is broadcast.
TV drama series are 70% amortised during the first twelve months after their availability date, with the remaining 30% amortised during the following twelve months.
Rights available for multiple means of use, to be utilised in distribution activities, are amortised according to international accounting best practice based on the ratio between the actual revenues achieved and the estimated total overall revenues from use of the right. This estimate is periodically revised to determine the amortisation to be recognised during the year.
Opening balance at 1/1/2021
Reclassification from intangible assets in progress
Closing balance at 31/12/2021
Reclassification from tangible assets in progress
Additions for 2022 totalled EUR 345.2 million (EUR 313.1 million in 2021) and consisted of EUR 320.2 million in purchases for the year (EUR 297.9 million at 31 December 2021) and EUR 25.0 million (EUR 15.2 million at 31 December 2021) in reclassification of capitalisations of advances paid to suppliers (recognised as assets in progress and advances at 31 December 2021).Italian sector investments during the year accounted for EUR 223.5 million of all purchases. The remaining EUR 96.7 million referred to purchases made by the Mediaset Espa\u00f1a Group. 7.5 OTHER INTANGIBLE ASSETS
Intangible assets are assets without an identifiable physically form, which are controlled by the company and able to generate future economic benefits.
These assets are recorded at purchase or production cost, including transaction costs, according to the criteria described above for property, plant and equipment.
For purchased intangible assets whose availability for use and related payments are deferred beyond ordinary periods, the purchase value and the related payable are discounted by recognising the financial expenses implicit in the original price.
Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.\u00a0
Intangible assets with definite useful lives are amortised on a straight-line basis, starting from the time when the asset is available for utilization and throughout the period of its expected usefulness. The recoverable value of such assets is assessed according to the criteria established in IAS 36, as described in the Impairment of assets explanatory note above.
Costs relating to rights for the utilization of television frequencies, to be used for setting up digital terrestrial networks acquired from third parties in accordance with applicable legislation, are amortised on a straight-line basis according to the expected duration of their use, beginning at the time the service is activated and ending 30 June 2032, based on the validity period of the definitive assignment order of right of utilization in Italy dated 28 June 2012.
The television broadcasting license of the \u201cCuatro multiplex\u201d was identified in the purchase price allocation process of the Prisa\u2019s Group television operations acquisition made by Mediaset Espana in 2010 as an intangible asset with an indefinite useful life in absence of objective elements relating to the legal duration of this license; accordingly, it is not systematically amortised, but is subject to impairment testing, at least every year.
As of 1 January 2016, rights for the utilization of radio frequencies are amortised on a straight-line basis over a period of 25 years. The useful life of these rights was estimated as part of the evaluation processes for business combinations concerning the Group\u2019s radio broadcasting operations.
A remaining useful life of up to June 2035 is envisaged for the authorisation to provide audiovisual services nationwide and for the consequent automatic numbering of generalist channels, with a view to the procedures and requirements for the authorisation\u2019s renewal.
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
ACCUMULATED AMORTISATION AND IMPAIRMENTS
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
The amount of 22.8 million euros relating to the item Other changes refers to the reclassification in the item Television and movie rights of advances paid to suppliers recognised as assets in progress and advances at 31 December 2021.
Additions to the item Patents and intellectual property rights totalled EUR 5.6 million. The figure includes EUR 3.4 million relating mainly to the purchase and upgrade of existing software, which in the previous year was recognised under Intangible assets in progress and advances.
Trademarks included the addition for the acquisition of the Zelig brand trademark for which an amortisation period of 20 years has been determinated
The end-of-year balance also included:\u2212The trademark of Spanish television broadcaster Cuatro for EUR 64.0 million. This asset was recognised following the allocation of the purchase price paid for the acquisition of the television business from Gruppo Prisa by Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. in 2011. The amortisation period has been determinated in 20 years.
\u2212The trademark of the radio broadcaster Radio 105, valued for EUR 33.6 million. This asset was recognised following the final purchase price allocation of the acquisition of the radio broadcasting assets of the Finelco Group in 2016. The amortisation period has been determined in 25 years.
\u2212 The trademark of the radio broadcaster Radio Subasio, for a residual value of EUR 3.9 million, which was recognised following the final allocation of the purchase price paid for the acquisition of the radio broadcasting assets of the companies Radio Subasio and Radio Aut in 2017. The amortisation period has been set at 25 years from the acquisition date.
Rights/Licences of use and authorisations includes EUR 119.2 million for the for right for the utilization of television frequencies held by the subsidiary Elettronica Industriale S.p.A., used in Italy for the operation of domestic channels using digital terrestrial technology, as well as the television broadcasting license of the Cuatro Multiplex, measured at EUR 85.0 million during the allocation of the purchase price paid by the subsidiary Mediaset Espa\u00f1a in 2010, in relation to the acquisition of Prisa Group\u2019s television operations. The recoverablity of the carrying amount of the rights for the utilization of frequencies held by Elettronica Industriale S.p.A. was confirmed in the impairment testing on the Free TV Italy CGU, as reported in Note 8.4 above. The recoverability of the carrying amount of the television broadcasting licence for the Cuatro Spanish Multiplex was confirmed in the impairment testing on the Mediaset Espa\u00f1a CGU, as also reported in Note 8.4.
The item also includes EUR 101,6 million in rights for the utilization of radio broadcasting frequencies held by MFE Group radio broadcasters (Monradio S.r.l., Radio Studio 105, Virgin Radio, Radio Monte Carlo, Radio Subasio and Radio Aut). As at 31 December 2022, the residual carrying amount of these finite-life intangible assets was impaired by EUR 21.5 million, in accordance with IAS 36 as reported in Note 7.4. The recoverability of the carrying amount (after impairment loss recognition) has been confirmed by an appraisal carried out by an independent expert at year end.
Intangible assets in progress and advances refer mainly to advance payments made to suppliers for the acquisition of broadcasting rights, for dubbing services and for options on programme production and to the launch of production. Additions for the period included advances paid to broadcasting rights owners and advances paid in relation to the production of long-running TV drama series.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_98686-tag78858": {
"value": "Television broadcasting rights are amortised, starting from the time when the asset is available for use and throughout the period of its expected utilization. The recoverable amount of the above is calculated based on the criteria laid down in IAS 36, described in the paragraph below on asset impairment
For television broadcasting rights, the amortisation method provides a reasonable and reliable reflection of the relationship between the various broadcasting opportunities available, the number of screenings permitted by contract and their actual broadcast. Based on the respective business models, straight-line amortisation based on the contractually stipulated license period is generally applied for the Italian television library, whereas descending amortisation is used for the Spanish television library. This different accounting reflects the different contractual conditions and the consequent methods of exploitation of the two main countries in which the Group operates.
When, irrespective of the amortisation already recognized, all runs made available under the related television broadcasting rights contracts have been broadcasted, the carrying amount is impaired in full.
The rights for sporting events, news and entertainment programmes are amortised entirely (100%) when the event is broadcast.
TV drama series are 70% amortised during the first twelve months after their availability date, with the remaining 30% amortised during the following twelve months.
Rights available for multiple means of use, to be utilised in distribution activities, are amortised according to international accounting best practice based on the ratio between the actual revenues achieved and the estimated total overall revenues from use of the right. This estimate is periodically revised to determine the amortisation to be recognised during the year.
Intangible assets are assets without an identifiable physically form, which are controlled by the company and able to generate future economic benefits.
These assets are recorded at purchase or production cost, including transaction costs, according to the criteria described above for property, plant and equipment.
For purchased intangible assets whose availability for use and related payments are deferred beyond ordinary periods, the purchase value and the related payable are discounted by recognising the financial expenses implicit in the original price.
Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.\u00a0
Intangible assets with definite useful lives are amortised on a straight-line basis, starting from the time when the asset is available for utilization and throughout the period of its expected usefulness. The recoverable value of such assets is assessed according to the criteria established in IAS 36, as described in the Impairment of assets explanatory note above.
Costs relating to rights for the utilization of television frequencies, to be used for setting up digital terrestrial networks acquired from third parties in accordance with applicable legislation, are amortised on a straight-line basis according to the expected duration of their use, beginning at the time the service is activated and ending 30 June 2032, based on the validity period of the definitive assignment order of right of utilization in Italy dated 28 June 2012.
The television broadcasting license of the \u201cCuatro multiplex\u201d was identified in the purchase price allocation process of the Prisa\u2019s Group television operations acquisition made by Mediaset Espana in 2010 as an intangible asset with an indefinite useful life in absence of objective elements relating to the legal duration of this license; accordingly, it is not systematically amortised, but is subject to impairment testing, at least every year.
As of 1 January 2016, rights for the utilization of radio frequencies are amortised on a straight-line basis over a period of 25 years. The useful life of these rights was estimated as part of the evaluation processes for business combinations concerning the Group\u2019s radio broadcasting operations.
A remaining useful life of up to June 2035 is envisaged for the authorisation to provide audiovisual services nationwide and for the consequent automatic numbering of generalist channels, with a view to the procedures and requirements for the authorisation\u2019s renewal.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_98686-tag78857": {
"value": "Television broadcasting rights are amortised, starting from the time when the asset is available for use and throughout the period of its expected utilization. The recoverable amount of the above is calculated based on the criteria laid down in IAS 36, described in the paragraph below on asset impairment
For television broadcasting rights, the amortisation method provides a reasonable and reliable reflection of the relationship between the various broadcasting opportunities available, the number of screenings permitted by contract and their actual broadcast. Based on the respective business models, straight-line amortisation based on the contractually stipulated license period is generally applied for the Italian television library, whereas descending amortisation is used for the Spanish television library. This different accounting reflects the different contractual conditions and the consequent methods of exploitation of the two main countries in which the Group operates.
When, irrespective of the amortisation already recognized, all runs made available under the related television broadcasting rights contracts have been broadcasted, the carrying amount is impaired in full.
The rights for sporting events, news and entertainment programmes are amortised entirely (100%) when the event is broadcast.
TV drama series are 70% amortised during the first twelve months after their availability date, with the remaining 30% amortised during the following twelve months.
Rights available for multiple means of use, to be utilised in distribution activities, are amortised according to international accounting best practice based on the ratio between the actual revenues achieved and the estimated total overall revenues from use of the right. This estimate is periodically revised to determine the amortisation to be recognised during the year.
Intangible assets are assets without an identifiable physically form, which are controlled by the company and able to generate future economic benefits.
These assets are recorded at purchase or production cost, including transaction costs, according to the criteria described above for property, plant and equipment.
For purchased intangible assets whose availability for use and related payments are deferred beyond ordinary periods, the purchase value and the related payable are discounted by recognising the financial expenses implicit in the original price.
Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.\u00a0
Intangible assets with definite useful lives are amortised on a straight-line basis, starting from the time when the asset is available for utilization and throughout the period of its expected usefulness. The recoverable value of such assets is assessed according to the criteria established in IAS 36, as described in the Impairment of assets explanatory note above.
Costs relating to rights for the utilization of television frequencies, to be used for setting up digital terrestrial networks acquired from third parties in accordance with applicable legislation, are amortised on a straight-line basis according to the expected duration of their use, beginning at the time the service is activated and ending 30 June 2032, based on the validity period of the definitive assignment order of right of utilization in Italy dated 28 June 2012.
The television broadcasting license of the \u201cCuatro multiplex\u201d was identified in the purchase price allocation process of the Prisa\u2019s Group television operations acquisition made by Mediaset Espana in 2010 as an intangible asset with an indefinite useful life in absence of objective elements relating to the legal duration of this license; accordingly, it is not systematically amortised, but is subject to impairment testing, at least every year.
As of 1 January 2016, rights for the utilization of radio frequencies are amortised on a straight-line basis over a period of 25 years. The useful life of these rights was estimated as part of the evaluation processes for business combinations concerning the Group\u2019s radio broadcasting operations.
A remaining useful life of up to June 2035 is envisaged for the authorisation to provide audiovisual services nationwide and for the consequent automatic numbering of generalist channels, with a view to the procedures and requirements for the authorisation\u2019s renewal.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_99320-tag78859": {
"value": "7.3 GOODWILL
Additions from business combinations
In 2022, the additions of EUR 1.0 million referred to the amount already recognized as goodwill in Mediamond financial statements before the acquisition of the business unit pertaining to the radio advertising sales of the Group's broadcasters and some third-party broadcasters, carried out by Digitalia \u201908 from investee Mediamond on 1 January 2022. For accounting purposes, the transaction is classified as a business combination under common control and the difference between the payment price and the fair value of the assets and liabilities acquired generated by the transaction (EUR 0.7m) is recognised through a direct reduction in Group shareholders' equity.
At 31 December 2022, goodwill was subject to the impairment testing process, required at least annually pursuant to IAS 36, as commented below.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_99562-tag78863": {
"value": "7.4 ASSESSMENT OF RECOVERABILITY OF GOODWILL AND OTHER NON-CURRENT ASSETS (IMPAIRMENT TEST) The carrying amounts of tangible and intangible fixed assets are periodically reviewed in accordance with IAS 36, which requires the assessment of the existence of any impairment loss, where indicators suggest that impairment may exist. In the case of goodwill, intangible assets with indefinite useful lives and intangible assets not available for use, impairment testing is carried out at least yearly, normally at the time of the preparation of the annual financial statements, but also at any time when there is an indication of potential impairment.
The recoverability of the carrying amounts is assessed by comparing them to the higher of their value in use in their current condition or the fair value of the assets (the price that would be received from their sale) less costs of disposal.
Value in use is measured by discounting the future cash flows expected from the use of the individual asset or the cash generating unit to which the asset belongs and from its disposal at the end of its useful life, based on the most recently approved business plans.
Fair value (less costs to sell) is measured in accordance with IFRS 13 (Fair value measurement) by quantifying the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date, taking into account any restrictions on the sale or use of the asset that such market participants would take into consideration.\u00a0\u00a0
This testing is carried out on the cash-generating units (CGU) to which goodwill and the other assets are allocated. The cash generating units are identified, in line with the organisational and business structures of the Group, as homogeneous aggregations that generate autonomous cash inflows from the continuous use of the assets attributable to them.
In accordance with the Group\u2019s organisational business structure at 31 December 2022 and in continuity with 2021, the CGUs are aligned with the operating segments set forth in IFRS 8 (Mediaset Espa\u00f1a) or with business lines that can be identified within the Italian segment (\u201cFree-to-air Television\u201d, \u201cPay/SVoD series and movie rights library\u201d, \u201cRadio\u201d and \u201cOther advertising sales\u201d).
In the case of impairment, the loss is charged to the income statement, first by reducing goodwill and then recognising any excess amounts, using criteria generally proportional to the value of the other assets of the CGU concerned. With the exception of goodwill, impairment can be reversed for other assets when the conditions that resulted in the impairment loss have changed. In such case, the carrying amount of the asset can be increased within the limits of the new estimated recoverable amount, but no more than the value that would have been calculated if there had been no previous impairment losses.
The following table shows the amounts and the allocation of goodwill to each CGU. The variation in this item in the last two years is shown in Note 7.3.
Of the EUR 657.7 million in goodwill allocated to the Mediaset Espa\u00f1a CGU, EUR 363.2 million was generated following the takeover of the company by Mediaset in 2003 and EUR 294.5 million was generated from the business combinations later carried out by the Spanish company. The carrying amount of the Mediaset Espa\u00f1a CGU also includes assets with an indefinite useful life amounting to EUR 85.2 million, classified under \u201cOther intangible assets\u201d (pertaining to the value allocated to the \u201cCuatro\u201d multiplex by the subsidiary Mediaset Espa\u00f1a in 2010 during the purchase price allocation process that followed the acquisition of the television operations of the Prisa Group).
The recoverability of the goodwill and other assets of the Group in Italy relating to the Free-to-air Television CGU (mainly consisting of television and movie broadcasting rights, and right to use television frequencies) and the Radio CGU (mainly consisting of intangibles asset with a definite useful life pertaining to the radio frequenciesright of use and trade marks) have tested on the basis of the methodology, the process and the guidelines for the five-year business plan 2023-2027 (being the input for the impairment model and thus a five year forecast period is used in the impairment models) approved by the Board of Directors of MFE on 7 March 2023, which also examined the main indicators and the external (market cap, macroeconomic indicators, target market forecasts) and internal evidence related to these assessments as available at the reporting date of these consolidated financial statements. The reasonableness and appropriateness of the methodological approach used in the context of these assessment, have also been confirmed by an independent expert through the issuance of a specific \"fairness opinion\u201d.
Observation of impairment indicators particularly revealed that the market caps of MFE and Mediaset Espa\u00f1a were lower than their consolidated carrying amounts. At the same time, in a market broadly and adversely affected by the deteriorating macroeconomic climate in 2022 as a result of the conflict in Ukraine (high inflation, energy shortages and price hikes, restrictive monetary policies), the operational results of all tested CGUs nevertheless recorded only a moderate contraction in terms of their advertising sales as opposed to the budget estimates approved before the conflict began and generally upheld their margin in spite of the unanticipated rise in energy costs related to the war. It should be noted that none of the Group's business is located or directly exposed in the regions affected by the conflict. The way that the Group\u2019s advertising sales revenues are comprised and structured means that there is always a close correlation between their performance and that of the wider economy and of consumption trends. Therefore, they may be indirectly or partially affected by any onward impact that the conflict has on business models, on operations or, as a consequence, on some companies\u2019 appetite to invest in certain sectors or supply chains which, by their nature, are structurally more exposed to those impacts.
The recoverability of the goodwill and other assets pertaining to the Free-to-air Television CGU and the assets pertaining to the Radio CGU, was tested by determining the value in use based on the discounted cash flows inferable from the business plans.
The main key assumptions of both the above mentioned CGUs business plans mainly relates to the advertising revenues trend based on market expectation and assuming a substantial stability of the market shares, the evolution of the programming costs and (for the Free-to-air Television CGU) the Tv rights investments, in the hypothesis of continuity of the current offer and editorial market positioning, taking into account the purchase commitments of tv rights, sport events and entertainment content, personnel turnover and cost of labour, inflation and energy costs projections.
These assumptions were based on management's best estimate, taking into account information available from external sources and forecasts of developments in the Group's markets as prepared by specialist observers mainly in terms of the expected performance of advertising revenues and the most recent economic outlooks for the explicit period, which estimate that commencing from 2024 the international geopolitical climate and the restrictive monetary policy will progressively normalise once the goal of containing inflation is achieved. The nature of the Group's business means that in both the external forecast scenarios and the main assumptions made by management in preparing the plans to test the recoverable value of the CGUs, there are no material impacts directly relating to Climate Change risks.
The recoverability of the consolidated carrying amount of the Mediaset Espa\u00f1a CGU was confirmed by estimating the equity value of the Group\u2019s interest (82.92%), based on the value in use of those operating assets realisable based on the future cash flow of the CGU\u2019s operating activities and prepared for the purposes of testing the recoverability of goodwill and of assets with an indefinite useful life as carried out when preparing the consolidated financial statements of Mediaset Espa\u00f1a approved on 22 February 2023 and of the current value attributable to equity investments, financial assets and liabilities and net cash and cash equivalents. Thekey assumptions of the business plan mainly relates to the expected future trends in advertising revenues over the projection period based on external information on macroeconomic trends and the advertising market, which assumes that market shares will largely remain stable.In relation to the current widespread increase in interest rates, the post tax discount rate (WACC) used for calculating the value in use of the Free-to-air Television CGU e Radio CGU at 31 December 2022 was determined at 7.1% compared to 5.73% of the previous year. This discount rate was obtained by updating - at the reporting date - the financial and market parameters underlying the calculation of the weighted average cost of capital after tax (cost of debt, risk free rate and market risk premium) using (beta) indicators and a financial structure (debt ratio) inferable from a panel of comparables comprising Free to air broadcasters operating in the Euro zone. The long term growth rate (g-rate)) used to extrapolate the financial flows beyond the explicit periods was 1.3%, in line with the most recent Prometeia medium/long-term inflation forecast for Italy and with the average year-to-year growth forecasts for the advertising market based on the currently available evidence for projection. The same method was used to determine a post tax discount rate of 7.2% for testing the recoverable amount of goodwill and the other assets of Mediaset Espana CGU at the consolidated level and a g-rate of 1.4% to extrapolate the financial flows beyond the explicit periods, in line with the most recent Prometeia medium/long-term inflation forecast for Spain.
On this basis, the testing carried out at 31 December 2022 confirmed the recoverability of the carrying amounts (including goodwill) for the Mediaset Espa\u00f1a and the italian Free-to-air Television CGUs, with significant headroom shown over the carrying amounts.
For Other advertising sales CGU and for the residual carrying amount of EUR 60 million for pay/SVoD series and movie rights library CGU no impairment indicators nor evidence of potential reversal were identified as at the reporting date of the consolidated financial statements.
On the other hand, the impairment testing carried out on the Radio CGU to estimate the recoverable amount led to a EUR 21.5 impairment loss. This impairment loss was allocated to the other intangibles asset with a definite useful life that relate to the right for the utilization of radio frequencies on the basis of an independent appraisal provided by an external expert which estimated the fair value of those assets in the current state of the market and technology, in which significant transactions involving those assets are becoming increasingly rare. This adjustment was applied to a set of higher carrying amounts that had been recognized on asset allocated to the CGU during the purchase price allocation processes that followed acquisitions of broadcasters in this business between 2016 and 2018 (before the pandemic, which contributed substantially to the slowdown in the growth rates expected for this business). The recoverable amount of the Radio CGU after the impairment test process is equal to EUR 161.5 million mainly referred as reported in the note 7.5 Other Intangible assets to intangible assets related to the rights for the utilization of radio broadcasting frequencies and trademark and to tangible assets.
Specific sensitivities analysis have been performed for the CGUs for which value in use confirmed the recoverability of assets. This was done by identifying all other key variables being equal (i) precise discount rates and (ii) year-on-year reductions in EBIT margin deriving from lower advertising revenues for each of the CGUs which \u2013 with all other cash flow items left unchanged (i.e. on the cautious assumption that costs and investments will remain unchanged) \u2013 eliminate the difference between the recoverable amount and the carrying value.
Based on these analyses, the following were determined:
- for the Free-to-air Television CGU, an equivalence between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 4 percentage points less than those contained in the base management scenario (using a discount rate of 7.1%); and ii) a WACC of 9,1%, based on a g-rate of 1.3% and cash flows equal to those considered in the base scenario.
- for the Mediaset Espa\u00f1a CGU, equality between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 6.5 percentage points less than those contained in the base management scenario (using a discount rate of 7.68%); and (ii) a WACC of 11,5%, based on a g-rate of 1,4% % and cash flows equal to those considered in the base scenario.7.5 OTHER INTANGIBLE ASSETS
Intangible assets are assets without an identifiable physically form, which are controlled by the company and able to generate future economic benefits.
These assets are recorded at purchase or production cost, including transaction costs, according to the criteria described above for property, plant and equipment.
For purchased intangible assets whose availability for use and related payments are deferred beyond ordinary periods, the purchase value and the related payable are discounted by recognising the financial expenses implicit in the original price.
Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.\u00a0
Intangible assets with definite useful lives are amortised on a straight-line basis, starting from the time when the asset is available for utilization and throughout the period of its expected usefulness. The recoverable value of such assets is assessed according to the criteria established in IAS 36, as described in the Impairment of assets explanatory note above.
Costs relating to rights for the utilization of television frequencies, to be used for setting up digital terrestrial networks acquired from third parties in accordance with applicable legislation, are amortised on a straight-line basis according to the expected duration of their use, beginning at the time the service is activated and ending 30 June 2032, based on the validity period of the definitive assignment order of right of utilization in Italy dated 28 June 2012.
The television broadcasting license of the \u201cCuatro multiplex\u201d was identified in the purchase price allocation process of the Prisa\u2019s Group television operations acquisition made by Mediaset Espana in 2010 as an intangible asset with an indefinite useful life in absence of objective elements relating to the legal duration of this license; accordingly, it is not systematically amortised, but is subject to impairment testing, at least every year.
As of 1 January 2016, rights for the utilization of radio frequencies are amortised on a straight-line basis over a period of 25 years. The useful life of these rights was estimated as part of the evaluation processes for business combinations concerning the Group\u2019s radio broadcasting operations.
A remaining useful life of up to June 2035 is envisaged for the authorisation to provide audiovisual services nationwide and for the consequent automatic numbering of generalist channels, with a view to the procedures and requirements for the authorisation\u2019s renewal.
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
ACCUMULATED AMORTISATION AND IMPAIRMENTS
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
Patents and intellectual property rights
Rights/licenses of use and
authorisations
Intangible assets in progress and advances
The amount of 22.8 million euros relating to the item Other changes refers to the reclassification in the item Television and movie rights of advances paid to suppliers recognised as assets in progress and advances at 31 December 2021.
Additions to the item Patents and intellectual property rights totalled EUR 5.6 million. The figure includes EUR 3.4 million relating mainly to the purchase and upgrade of existing software, which in the previous year was recognised under Intangible assets in progress and advances.
Trademarks included the addition for the acquisition of the Zelig brand trademark for which an amortisation period of 20 years has been determinated
The end-of-year balance also included:\u2212The trademark of Spanish television broadcaster Cuatro for EUR 64.0 million. This asset was recognised following the allocation of the purchase price paid for the acquisition of the television business from Gruppo Prisa by Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. in 2011. The amortisation period has been determinated in 20 years.
\u2212The trademark of the radio broadcaster Radio 105, valued for EUR 33.6 million. This asset was recognised following the final purchase price allocation of the acquisition of the radio broadcasting assets of the Finelco Group in 2016. The amortisation period has been determined in 25 years.
\u2212 The trademark of the radio broadcaster Radio Subasio, for a residual value of EUR 3.9 million, which was recognised following the final allocation of the purchase price paid for the acquisition of the radio broadcasting assets of the companies Radio Subasio and Radio Aut in 2017. The amortisation period has been set at 25 years from the acquisition date.
Rights/Licences of use and authorisations includes EUR 119.2 million for the for right for the utilization of television frequencies held by the subsidiary Elettronica Industriale S.p.A., used in Italy for the operation of domestic channels using digital terrestrial technology, as well as the television broadcasting license of the Cuatro Multiplex, measured at EUR 85.0 million during the allocation of the purchase price paid by the subsidiary Mediaset Espa\u00f1a in 2010, in relation to the acquisition of Prisa Group\u2019s television operations. The recoverablity of the carrying amount of the rights for the utilization of frequencies held by Elettronica Industriale S.p.A. was confirmed in the impairment testing on the Free TV Italy CGU, as reported in Note 8.4 above. The recoverability of the carrying amount of the television broadcasting licence for the Cuatro Spanish Multiplex was confirmed in the impairment testing on the Mediaset Espa\u00f1a CGU, as also reported in Note 8.4.
The item also includes EUR 101,6 million in rights for the utilization of radio broadcasting frequencies held by MFE Group radio broadcasters (Monradio S.r.l., Radio Studio 105, Virgin Radio, Radio Monte Carlo, Radio Subasio and Radio Aut). As at 31 December 2022, the residual carrying amount of these finite-life intangible assets was impaired by EUR 21.5 million, in accordance with IAS 36 as reported in Note 7.4. The recoverability of the carrying amount (after impairment loss recognition) has been confirmed by an appraisal carried out by an independent expert at year end.
Intangible assets in progress and advances refer mainly to advance payments made to suppliers for the acquisition of broadcasting rights, for dubbing services and for options on programme production and to the launch of production. Additions for the period included advances paid to broadcasting rights owners and advances paid in relation to the production of long-running TV drama series.
",
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"v1-page1-cflshid_99562-tag78862": {
"value": "7.4 ASSESSMENT OF RECOVERABILITY OF GOODWILL AND OTHER NON-CURRENT ASSETS (IMPAIRMENT TEST) The carrying amounts of tangible and intangible fixed assets are periodically reviewed in accordance with IAS 36, which requires the assessment of the existence of any impairment loss, where indicators suggest that impairment may exist. In the case of goodwill, intangible assets with indefinite useful lives and intangible assets not available for use, impairment testing is carried out at least yearly, normally at the time of the preparation of the annual financial statements, but also at any time when there is an indication of potential impairment.
The recoverability of the carrying amounts is assessed by comparing them to the higher of their value in use in their current condition or the fair value of the assets (the price that would be received from their sale) less costs of disposal.
Value in use is measured by discounting the future cash flows expected from the use of the individual asset or the cash generating unit to which the asset belongs and from its disposal at the end of its useful life, based on the most recently approved business plans.
Fair value (less costs to sell) is measured in accordance with IFRS 13 (Fair value measurement) by quantifying the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date, taking into account any restrictions on the sale or use of the asset that such market participants would take into consideration.\u00a0\u00a0
This testing is carried out on the cash-generating units (CGU) to which goodwill and the other assets are allocated. The cash generating units are identified, in line with the organisational and business structures of the Group, as homogeneous aggregations that generate autonomous cash inflows from the continuous use of the assets attributable to them.
In accordance with the Group\u2019s organisational business structure at 31 December 2022 and in continuity with 2021, the CGUs are aligned with the operating segments set forth in IFRS 8 (Mediaset Espa\u00f1a) or with business lines that can be identified within the Italian segment (\u201cFree-to-air Television\u201d, \u201cPay/SVoD series and movie rights library\u201d, \u201cRadio\u201d and \u201cOther advertising sales\u201d).
In the case of impairment, the loss is charged to the income statement, first by reducing goodwill and then recognising any excess amounts, using criteria generally proportional to the value of the other assets of the CGU concerned. With the exception of goodwill, impairment can be reversed for other assets when the conditions that resulted in the impairment loss have changed. In such case, the carrying amount of the asset can be increased within the limits of the new estimated recoverable amount, but no more than the value that would have been calculated if there had been no previous impairment losses.
The following table shows the amounts and the allocation of goodwill to each CGU. The variation in this item in the last two years is shown in Note 7.3.
Of the EUR 657.7 million in goodwill allocated to the Mediaset Espa\u00f1a CGU, EUR 363.2 million was generated following the takeover of the company by Mediaset in 2003 and EUR 294.5 million was generated from the business combinations later carried out by the Spanish company. The carrying amount of the Mediaset Espa\u00f1a CGU also includes assets with an indefinite useful life amounting to EUR 85.2 million, classified under \u201cOther intangible assets\u201d (pertaining to the value allocated to the \u201cCuatro\u201d multiplex by the subsidiary Mediaset Espa\u00f1a in 2010 during the purchase price allocation process that followed the acquisition of the television operations of the Prisa Group).
The recoverability of the goodwill and other assets of the Group in Italy relating to the Free-to-air Television CGU (mainly consisting of television and movie broadcasting rights, and right to use television frequencies) and the Radio CGU (mainly consisting of intangibles asset with a definite useful life pertaining to the radio frequenciesright of use and trade marks) have tested on the basis of the methodology, the process and the guidelines for the five-year business plan 2023-2027 (being the input for the impairment model and thus a five year forecast period is used in the impairment models) approved by the Board of Directors of MFE on 7 March 2023, which also examined the main indicators and the external (market cap, macroeconomic indicators, target market forecasts) and internal evidence related to these assessments as available at the reporting date of these consolidated financial statements. The reasonableness and appropriateness of the methodological approach used in the context of these assessment, have also been confirmed by an independent expert through the issuance of a specific \"fairness opinion\u201d.
Observation of impairment indicators particularly revealed that the market caps of MFE and Mediaset Espa\u00f1a were lower than their consolidated carrying amounts. At the same time, in a market broadly and adversely affected by the deteriorating macroeconomic climate in 2022 as a result of the conflict in Ukraine (high inflation, energy shortages and price hikes, restrictive monetary policies), the operational results of all tested CGUs nevertheless recorded only a moderate contraction in terms of their advertising sales as opposed to the budget estimates approved before the conflict began and generally upheld their margin in spite of the unanticipated rise in energy costs related to the war. It should be noted that none of the Group's business is located or directly exposed in the regions affected by the conflict. The way that the Group\u2019s advertising sales revenues are comprised and structured means that there is always a close correlation between their performance and that of the wider economy and of consumption trends. Therefore, they may be indirectly or partially affected by any onward impact that the conflict has on business models, on operations or, as a consequence, on some companies\u2019 appetite to invest in certain sectors or supply chains which, by their nature, are structurally more exposed to those impacts.
The recoverability of the goodwill and other assets pertaining to the Free-to-air Television CGU and the assets pertaining to the Radio CGU, was tested by determining the value in use based on the discounted cash flows inferable from the business plans.
The main key assumptions of both the above mentioned CGUs business plans mainly relates to the advertising revenues trend based on market expectation and assuming a substantial stability of the market shares, the evolution of the programming costs and (for the Free-to-air Television CGU) the Tv rights investments, in the hypothesis of continuity of the current offer and editorial market positioning, taking into account the purchase commitments of tv rights, sport events and entertainment content, personnel turnover and cost of labour, inflation and energy costs projections.
These assumptions were based on management's best estimate, taking into account information available from external sources and forecasts of developments in the Group's markets as prepared by specialist observers mainly in terms of the expected performance of advertising revenues and the most recent economic outlooks for the explicit period, which estimate that commencing from 2024 the international geopolitical climate and the restrictive monetary policy will progressively normalise once the goal of containing inflation is achieved. The nature of the Group's business means that in both the external forecast scenarios and the main assumptions made by management in preparing the plans to test the recoverable value of the CGUs, there are no material impacts directly relating to Climate Change risks.
The recoverability of the consolidated carrying amount of the Mediaset Espa\u00f1a CGU was confirmed by estimating the equity value of the Group\u2019s interest (82.92%), based on the value in use of those operating assets realisable based on the future cash flow of the CGU\u2019s operating activities and prepared for the purposes of testing the recoverability of goodwill and of assets with an indefinite useful life as carried out when preparing the consolidated financial statements of Mediaset Espa\u00f1a approved on 22 February 2023 and of the current value attributable to equity investments, financial assets and liabilities and net cash and cash equivalents. Thekey assumptions of the business plan mainly relates to the expected future trends in advertising revenues over the projection period based on external information on macroeconomic trends and the advertising market, which assumes that market shares will largely remain stable.In relation to the current widespread increase in interest rates, the post tax discount rate (WACC) used for calculating the value in use of the Free-to-air Television CGU e Radio CGU at 31 December 2022 was determined at 7.1% compared to 5.73% of the previous year. This discount rate was obtained by updating - at the reporting date - the financial and market parameters underlying the calculation of the weighted average cost of capital after tax (cost of debt, risk free rate and market risk premium) using (beta) indicators and a financial structure (debt ratio) inferable from a panel of comparables comprising Free to air broadcasters operating in the Euro zone. The long term growth rate (g-rate)) used to extrapolate the financial flows beyond the explicit periods was 1.3%, in line with the most recent Prometeia medium/long-term inflation forecast for Italy and with the average year-to-year growth forecasts for the advertising market based on the currently available evidence for projection. The same method was used to determine a post tax discount rate of 7.2% for testing the recoverable amount of goodwill and the other assets of Mediaset Espana CGU at the consolidated level and a g-rate of 1.4% to extrapolate the financial flows beyond the explicit periods, in line with the most recent Prometeia medium/long-term inflation forecast for Spain.
On this basis, the testing carried out at 31 December 2022 confirmed the recoverability of the carrying amounts (including goodwill) for the Mediaset Espa\u00f1a and the italian Free-to-air Television CGUs, with significant headroom shown over the carrying amounts.
For Other advertising sales CGU and for the residual carrying amount of EUR 60 million for pay/SVoD series and movie rights library CGU no impairment indicators nor evidence of potential reversal were identified as at the reporting date of the consolidated financial statements.
On the other hand, the impairment testing carried out on the Radio CGU to estimate the recoverable amount led to a EUR 21.5 impairment loss. This impairment loss was allocated to the other intangibles asset with a definite useful life that relate to the right for the utilization of radio frequencies on the basis of an independent appraisal provided by an external expert which estimated the fair value of those assets in the current state of the market and technology, in which significant transactions involving those assets are becoming increasingly rare. This adjustment was applied to a set of higher carrying amounts that had been recognized on asset allocated to the CGU during the purchase price allocation processes that followed acquisitions of broadcasters in this business between 2016 and 2018 (before the pandemic, which contributed substantially to the slowdown in the growth rates expected for this business). The recoverable amount of the Radio CGU after the impairment test process is equal to EUR 161.5 million mainly referred as reported in the note 7.5 Other Intangible assets to intangible assets related to the rights for the utilization of radio broadcasting frequencies and trademark and to tangible assets.
Specific sensitivities analysis have been performed for the CGUs for which value in use confirmed the recoverability of assets. This was done by identifying all other key variables being equal (i) precise discount rates and (ii) year-on-year reductions in EBIT margin deriving from lower advertising revenues for each of the CGUs which \u2013 with all other cash flow items left unchanged (i.e. on the cautious assumption that costs and investments will remain unchanged) \u2013 eliminate the difference between the recoverable amount and the carrying value.
Based on these analyses, the following were determined:
- for the Free-to-air Television CGU, an equivalence between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 4 percentage points less than those contained in the base management scenario (using a discount rate of 7.1%); and ii) a WACC of 9,1%, based on a g-rate of 1.3% and cash flows equal to those considered in the base scenario.
- for the Mediaset Espa\u00f1a CGU, equality between the recoverable value and the carrying amount, (i) as across all years of the plan, a lower EBIT margin deriving from advertising revenues around 6.5 percentage points less than those contained in the base management scenario (using a discount rate of 7.68%); and (ii) a WACC of 11,5%, based on a g-rate of 1,4% % and cash flows equal to those considered in the base scenario.",
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"v1-page1-cflshid_99562-tag78861": {
"value": "The carrying amounts of tangible and intangible fixed assets are periodically reviewed in accordance with IAS 36, which requires the assessment of the existence of any impairment loss, where indicators suggest that impairment may exist. In the case of goodwill, intangible assets with indefinite useful lives and intangible assets not available for use, impairment testing is carried out at least yearly, normally at the time of the preparation of the annual financial statements, but also at any time when there is an indication of potential impairment.
The recoverability of the carrying amounts is assessed by comparing them to the higher of their value in use in their current condition or the fair value of the assets (the price that would be received from their sale) less costs of disposal.
Value in use is measured by discounting the future cash flows expected from the use of the individual asset or the cash generating unit to which the asset belongs and from its disposal at the end of its useful life, based on the most recently approved business plans.
Fair value (less costs to sell) is measured in accordance with IFRS 13 (Fair value measurement) by quantifying the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date, taking into account any restrictions on the sale or use of the asset that such market participants would take into consideration.\u00a0\u00a0
This testing is carried out on the cash-generating units (CGU) to which goodwill and the other assets are allocated. The cash generating units are identified, in line with the organisational and business structures of the Group, as homogeneous aggregations that generate autonomous cash inflows from the continuous use of the assets attributable to them.
In accordance with the Group\u2019s organisational business structure at 31 December 2022 and in continuity with 2021, the CGUs are aligned with the operating segments set forth in IFRS 8 (Mediaset Espa\u00f1a) or with business lines that can be identified within the Italian segment (\u201cFree-to-air Television\u201d, \u201cPay/SVoD series and movie rights library\u201d, \u201cRadio\u201d and \u201cOther advertising sales\u201d).
In the case of impairment, the loss is charged to the income statement, first by reducing goodwill and then recognising any excess amounts, using criteria generally proportional to the value of the other assets of the CGU concerned. With the exception of goodwill, impairment can be reversed for other assets when the conditions that resulted in the impairment loss have changed. In such case, the carrying amount of the asset can be increased within the limits of the new estimated recoverable amount, but no more than the value that would have been calculated if there had been no previous impairment losses",
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"v1-page1-cflshid_99562-tag78860": {
"value": "The recoverability of the carrying amounts is assessed by comparing them to the higher of their value in use in their current condition or the fair value of the assets (the price that would be received from their sale) less costs of disposal.
Value in use is measured by discounting the future cash flows expected from the use of the individual asset or the cash generating unit to which the asset belongs and from its disposal at the end of its useful life, based on the most recently approved business plans.
Fair value (less costs to sell) is measured in accordance with IFRS 13 (Fair value measurement) by quantifying the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date, taking into account any restrictions on the sale or use of the asset that such market participants would take into consideration.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_101635-tag78864": {
"value": "Internally generated intangible assets, where relating to research costs, are recognised in the income statement during the period in which they are incurred. Development costs, which mainly relate to software, are capitalised and amortised on a straight-line basis over their estimated useful lives (three years on average), provided they can be identified, that their cost can be reliably calculated, and that the asset is likely to generate future economic benefits.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_103531-tag78865": {
"value": "7.6 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES ARE RECOGNISED USING EQUITY METHODInvestments in associates and joint ventures are recognised using equity method in the consolidated financial statements. At the time of acquisition, the difference between the cost of the equity investment, including any transaction costs, and the acquirer\u2019s interest in the net fair value of the assets, liabilities and identifiable contingent liabilities of the investee is accounted for according to IAS 28, with the recognition of goodwill if it is positive (included in the carrying amount of the equity investment) or of income in the consolidated income statement if it is negative.
The carrying amounts of these equity investments are adjusted after initial recognition, based on the pro-rata changes in the equity of the investee based on the financial information of those companies.
When there are losses attributable to the Group that are higher than the carrying amount of the equity investment, the carrying amount is impaired and appropriate provisions or liabilities are recognised for the amount of any additional losses, but only if the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses. If no further losses are identified and the investee subsequently realises gains, the investor will only recognise the amount of the gains attributable to it after these have offset the losses not recognised.
After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
The following is a breakdown of equity investments, showing the ownership interest held and the carrying amounts of the equity investments measured by using the equity method for the two years compared. No specific impairment indicators have been identified. Reference should be made to Note 6.8 Result from investments accounted for using equty method for details on the economic effects for the period from investments accounted by using the equity method. The measurements have been made based on data from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited
Producciones Mandarina S.L.
European Broadcaster Exchange (EBX) Ltd. (**)
The carriyng amounts of some equity investments (maily Mediamond and Fascino) incorporated implicit goodwill totally equal to EUR 3.3. million.
The following table provides key figures from the income statement and balance sheet for associates and joint ventures, as taken from the financial statements and reporting packages available as at the approval date of these Consolidated Financial Statements.
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
Dr Podcast Audio Factory Limited (**)
European Broadcaster Exchange (EBX) Ltd.(**)
F\u00e9nix Media Audiovisual,S.L.
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2021
Liabilities and minorities
Net profit / (loss) for the year
Alma Productora Audiovisual S.L.
European Broadcaster Exchange (EBX) Ltd.(**)
Fascino P.G.T S.rl. (***)
F\u00e9nix Media Audiovisual,S.L.
Titanus Elios S.p.A.(***)
Producciones Mandarina S.L.
(*) Consolidated figures
(**) Values expressed in pounds sterling
(***) Values as at 31/12/2020
The recoverability of the goodwill and of the other assets recognized in the consolidated statement of financial position of the EI Towers Group at 31 December 2022 has been confirmed through the calculation of the relative value in use determined in line with IAS 36 and based on the cash flows for the period 2023-2029 reflected in the most recent multi-year business plan approved by the Board of Directors of the associate. The recoverable amount calculated on this basis shows a significant positive headroom with respect to the carrying amount of the goodwill and of the other assets tested.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfJointVenturesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_103531-tag78867": {
"value": "Investments in associates and joint ventures are recognised using equity method in the consolidated financial statements. At the time of acquisition, the difference between the cost of the equity investment, including any transaction costs, and the acquirer\u2019s interest in the net fair value of the assets, liabilities and identifiable contingent liabilities of the investee is accounted for according to IAS 28, with the recognition of goodwill if it is positive (included in the carrying amount of the equity investment) or of income in the consolidated income statement if it is negative.
The carrying amounts of these equity investments are adjusted after initial recognition, based on the pro-rata changes in the equity of the investee based on the financial information of those companies.
When there are losses attributable to the Group that are higher than the carrying amount of the equity investment, the carrying amount is impaired and appropriate provisions or liabilities are recognised for the amount of any additional losses, but only if the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses. If no further losses are identified and the investee subsequently realises gains, the investor will only recognise the amount of the gains attributable to it after these have offset the losses not recognised.
After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_103531-tag78866": {
"value": "After measurement using the equity method, the carrying amount of these equity investments, also including any implicit goodwill, if the conditions established by IAS 36 apply, must be tested for impairment.
In the case of impairment losses, the related cost is charged to the income statement. The original value can be reinstated in the following fiscal years if the conditions for the impairment no longer apply.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_105585-tag78870": {
"value": "7.7 OTHER FINANCIAL ASSETSEquity investments other than investments in associates or joint ventures are posted to the \u201cother financial assets\u201d item in non-current assets, are measured pursuant to IFRS 9 and are designated to the category of financial assets measured at fair value with changes in fair value recognised through other comprehensive income without recycling to profit and loss
The risk resulting from any losses exceeding the shareholders\u2019 equity value is recognised in a specific provision to the extent that the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses.
Dividends relating to equity investments are recognised in profit and loss.
This category also includes non-controlling interests acquired by the Group within \u201cAd4Ventures\", a venture capital with the aim of making medium-term non-speculative investments in new Italian businesses with high growth potential, operating in the technology and digital field. The fair value of these investments can be determined based on special valuation models, by taking account of the prices of recent transactions on the capital of those companies or by referring to market valuation in the event of investments in listed companies.
Financial receivables included in this caption are recognised at their amortised cost, using the effective interest rate method..
Carrying amount at 31/12/2021
Fair Value Adjustments/ Impairment
Carrying amount at 31/12/2022
Financial receivable (due over 12 months)
The additions in Equity investments for the year referred to the following: EUR 30.7 million for the acquisition of a 1.11% stake in Prosiebensat.1 Media SE by MFE-MEDIAFOREUROPE N.V.; EUR 12.0 million for the acquisition of shares falling within the AD4Venture asset; EUR 1.5 million for the acquisition of a 5% stake in Radio Digitale S.r.l.; and EUR 3.2 million for the acquisition of a 15% stake in Genetiko Communication S.p.A.
Fair value adjustments/impairments reflects the fair value measurement of the non-controlling investments. As envisaged by IFRS 9, the Group has taken up the option to classify the relative fair value changes in a specific equity reserve without recycling to profit or loss in the future. Of this reserve, - EUR 324.3 million is due to the effects of the fair value measurement, included in the item Valuation reserve for the equity investment held in Prosiebensat.1 Media SE. As a result of these adjustments, the fair value of the investment held by the Group in ProsiebenSat1 Media SE at 31 December amounts to EUR 486.5 million.
The disposal refer to the disposal of a 5.2% stake in Rebelle AG held as part of the AD4Venture business.
The changes in Hedging derivatives mainly relate to the change in the non-current portion of the fair value of the put option hedging changes in the value of the equity investment held in Prosiebensat.1 Media SE. At 31 December 2022, the fair value of those options totalled EUR 16.6 million. This item also includes the non-current portion of the fair value of derivatives held to hedge against exchange and interest rate changes.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_105590-tag78869": {
"value": "Equity investments other than investments in associates or joint ventures are posted to the \u201cother financial assets\u201d item in non-current assets, are measured pursuant to IFRS 9 and are designated to the category of financial assets measured at fair value with changes in fair value recognised through other comprehensive income without recycling to profit and loss
The risk resulting from any losses exceeding the shareholders\u2019 equity value is recognised in a specific provision to the extent that the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses.
Dividends relating to equity investments are recognised in profit and loss.
This category also includes non-controlling interests acquired by the Group within \u201cAd4Ventures\", a venture capital with the aim of making medium-term non-speculative investments in new Italian businesses with high growth potential, operating in the technology and digital field. The fair value of these investments can be determined based on special valuation models, by taking account of the prices of recent transactions on the capital of those companies or by referring to market valuation in the event of investments in listed companies.
Financial receivables included in this caption are recognised at their amortised cost, using the effective interest rate method..
Financial assets are recognised in the financial statements based on their transaction date and they are initially measured at cost, including the expenses directly connected with their acquisition.
At subsequent reporting dates, the financial assets (except for derivative financial instruments) are recognised at amortised cost, according to the actual interest rate method, net of impairment losses.\u00a0
Financial assets not classed with the categories provided for in the \u201chold to collect\u201d or \u201chold to collect and sell\u201d business models are measured at fair value in each accounting period with their impacts recognised in profit and loss under the item \u201cFinancial (Expenses)/Income\u201d or to a specific shareholders\u2019 equity reserve and until they are realised or have suffered an impairment (this reserve is classified under \u201cValuation reserve\u201d).
The fair value of securities listed on an active market is based on market prices at the reporting date.
The fair value of securities that are not listed on an active market and of trading derivatives is calculated by using the measurement models and techniques most widely adopted in the market, or by using the price supplied by several independent counterparts.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForAvailableforsaleFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_105590-tag78782": {
"value": "Equity investments other than investments in associates or joint ventures are posted to the \u201cother financial assets\u201d item in non-current assets, are measured pursuant to IFRS 9 and are designated to the category of financial assets measured at fair value with changes in fair value recognised through other comprehensive income without recycling to profit and loss
The risk resulting from any losses exceeding the shareholders\u2019 equity value is recognised in a specific provision to the extent that the investor is committed to fulfilling legal or implicit obligations towards the investee or, in any case, to cover its losses.
Dividends relating to equity investments are recognised in profit and loss.
This category also includes non-controlling interests acquired by the Group within \u201cAd4Ventures\", a venture capital with the aim of making medium-term non-speculative investments in new Italian businesses with high growth potential, operating in the technology and digital field. The fair value of these investments can be determined based on special valuation models, by taking account of the prices of recent transactions on the capital of those companies or by referring to market valuation in the event of investments in listed companies.
Financial receivables included in this caption are recognised at their amortised cost, using the effective interest rate method..
Financial assets are recognised in the financial statements based on their transaction date and they are initially measured at cost, including the expenses directly connected with their acquisition.
At subsequent reporting dates, the financial assets (except for derivative financial instruments) are recognised at amortised cost, according to the actual interest rate method, net of impairment losses.\u00a0
Financial assets not classed with the categories provided for in the \u201chold to collect\u201d or \u201chold to collect and sell\u201d business models are measured at fair value in each accounting period with their impacts recognised in profit and loss under the item \u201cFinancial (Expenses)/Income\u201d or to a specific shareholders\u2019 equity reserve and until they are realised or have suffered an impairment (this reserve is classified under \u201cValuation reserve\u201d).
The fair value of securities listed on an active market is based on market prices at the reporting date.
The fair value of securities that are not listed on an active market and of trading derivatives is calculated by using the measurement models and techniques most widely adopted in the market, or by using the price supplied by several independent counterparts.
This item includes petty cash, bank current accounts and deposits that are repayable on demand and other short-term and highly liquid financial investments that are readily convertible into cash, with an insignificant risk of a change in value.
The Group is exposed to financial risks linked to:
- Exchange rate fluctuations, primarily in relation to the acquisition of television broadcasting rights in currencies other than the Euro and secondarily in relation to merchandise acquisitions;
- Interest rate fluctuations for long-term variable-rate loans;
- Fair value fluctuations for equity instruments.
As mentioned on the section on Accounting standards, amendments and interpretations applied from 1 January 2019, the hedge accounting provisions in IFRS 9 became applicable at the start of the year.
Financial risks and related hedging instruments
MFE has defined specific policies for the management of the Group\u2019s financial risks, aimed at reducing its exposure to exchange rate risks, interest rate risks and liquidity risks. To optimise the structure of operating costs and resources, this activity is centralised within the group parent Mediaset S.p.A., which has been entrusted with the task of collecting the information regarding the positions exposed to risk and hedging them.
Mediaset S.p.A. and Mediaset Espa\u00f1a directly operate in their own specific markets, controlling and managing financial risk for their subsidiaries. The selection of the financial counterparts focuses on those with a high credit standing while, at the same time, ensuring a limited concentration of exposures towards them.
Exchange rate hedging
The Group uses derivatives - mainly forwards - to hedge risks arising from foreign currency fluctuations both for highly probable future purchases and for payables relating to purchases already made.
For the MFE Group, the exchange risk is linked to the possibility of the currency rates changing from the time the acquisition of assets in a foreign currency has become highly probable (authorised purchase negotiations over broadcasting rights) to the moment when those assets are recorded in the financial statements; therefore, the hedging goal is to set the exchange rate of the price in euro at the approval date of the transaction (hedge accounting as set out in the IAS/IFRS). The hedging of merchandise purchase orders is treated the same way as, like with the case above, the hedging goal is to set the equivalent price of the merchandise in euro at the time the order was issued. Hedge accounting is therefore maintained, over all payables, until the payables are settled. In this case, the exchange rate hedging objective is to set the equivalent euro price of the non-euro denominated payable so as to eliminate the effects of exchange rate fluctuations and pre-determine the settlement value of the non-euro denominated payables.
Derivatives are classified under current financial assets and liabilities, and are recognised at fair value.
Fair value of the currency forwards is calculated as the present value of the difference between the notional amount measured at the forward contract rate and the notional amount measured at the fair forward rate (the end exchange rate calculated at the reporting date).
Fair value is adjusted to take account of the creditworthiness of the counterparty risk in the event of positive fair value and of the creditworthiness of Mediaset S.p.A. and Mediaset Espa\u00f1a S.A. in the event of negative fair value. Lastly, please note that the adjustment for creditworthiness is only calculated for derivatives with maturity more than 4 months from the measurement date.
For the purposes of hedge accounting, MFE designates hedging instruments as those related to the hedging of currency exposures linked primarily to commitments for future purchases of television broadcasting rights to be made in foreign currency (forecast transactions), for which the relationship between the derivative and the hedged item, as well as the high level of probability/effectiveness connected to the actual occurrence of the hedged event is formally documented. This relationship is also documented for the hedging of non-euro payables.
The effective portion of the fair value adjustment of the derivative that has been designated and that can be qualified as a hedging instrument is recognised directly in shareholders\u2019 equity, while the ineffective part is recognised in profit and loss.
The accounting treatment of these operations is the cash flow hedge. According to this rule, the effective portion of the change in value of the derivative is recognized in a shareholders\u2019 equity reserve. In the case of hedging of commitments for rights purchases, this reserve is used to subsequently adjust the cost of the asset (basis adjustment). Cash flow hedges are also established to hedge payables denominated in foreign currencies. In this event, the hedged item (the payable in foreign currencies) is converted at the spot exchange rate on the reporting date, with the effect recognised in the income statement in accordance with the change in the spot value.
Interest rate hedging
Interest rate risk arises from adverse movements in the interest rates that are applicable to the interest flows associated with the Group\u2019s medium-to-long term financial liabilities. The derivatives used to hedge this risk include Interest Rate Swaps and Options.
The fair value of interest rate swaps is calculated based on the current value of the expected future cash flows and the fair value of collar derivatives is calculated using the Black & Scholes formula.
For the purposes of hedge accounting, MFE designates hedging instruments as those instruments for which the relationship between the derivative and the hedged item is formally documented. As required by IFRS 9, hedge accounting can be applied where an economic relationship exists between the hedged item and the hedging instrument and where the effect of the credit risk is not greater than the fluctuations in the value of the economic relationship at the time the hedge is established and during the lifetime of the hedging relationship.
Equity instrument fair value hedging
To hedge the risk of fair value changes caused by fluctuations in equity instrument market price, MFE uses put and call options (hedging instruments) which are stipulated within a fair value hedge relationship
Pursuant to accounting principle IFRS 9, paragraph 6.5.15, and in order to determine the fair value, the intrinsic value (hedge relationship) and the time value of the option (cost of hedging) are separately identified. The hedge relationship is \u201ctime period-related\u201d, whereby the time period is allocated throughout the duration of the contract.
Having chosen to recognise the fair value changes of the hedged item in the oher comprehensive income statement without recyclingl to profit or loss, the fair value changes attributable to the time value and, if appropriate, the ineffectiveness of the hedge relationship will \u2013 as for the hedged item - not classified within the income statement but through the other comprehensive income statement..
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_105590-tag78868": {
"value": "Financial receivables included in this caption are recognised at their amortised cost, using the effective interest rate method..
The recognition of the sale of receivables is subject to the requirements laid down by IFRS 9 regarding the derecognition of financial assets. As a result, all receivables sold to factoring companies, with or without recourse, if the latter include clauses that entail maintaining a significant exposure to the performance of the cash flows from the receivables sold, remain in the financial statements, even if they have been legally sold, with a corresponding recognition of a financial liability for the same amount. Factoring fees are classified under the item \u201cPurchases, services, miscellaneous costs\u201d.
Financial assets are recognised in the financial statements based on their transaction date and they are initially measured at cost, including the expenses directly connected with their acquisition.
At subsequent reporting dates, the financial assets (except for derivative financial instruments) are recognised at amortised cost, according to the actual interest rate method, net of impairment losses.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLoansAndReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_106157-tag78872": {
"value": "7.8 DEFERRED TAX ASSETS AND LIABILITIESDeferred tax assets and liabilities are calculated based on the temporary differences between the carrying amounts of assets and liabilities and the corresponding tas base, on the basis of the tax rates that will be in force at the time when the temporary differences will reverse. When the results are recognised directly within equity, the current taxes, the deferred taxes assets and the deferred taxes liabilities are also recognised within equity. The Group also recognises deferred tax assets on tax losses if future taxable income is expected which will allow the Group to use these amounts.
The recognition of deferred tax assets is based on the forecasts of expected taxable income for future years.
The impairment and recoverability testing of the deferred tax assets posted in the financial statements, with particular reference to the tax losses generated in the Italian consolidated tax return, took into consideration the taxable income on the basis of the five-year plans used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods.
In the case of any changes in the carrying amount of deferred tax assets and liabilities arising from a change in tax rates or the related legislation, rules or regulations, the resulting deferred taxes are recognised in the income statement, unless they relate to items that have previously been directly recognised withi equity. Deferred tax assets and liabilities are offset when it is lawful to offset current tax assets and liabilities, and when they refer to taxes due to the same Tax Authority and the Group intends to settle the current tax assets and liabilities on a net basis.
The table below shows net position between deferred tax assets and liabilities items as reported in Statement of financial position.
The deferred tax assets and liabilities reported above have been calculated based on temporary differences between the carrying amounts of assets and liabilities and their corresponding taxable base.
Deferred tax assets and liabilities are measured based on the current tax rates applicable at the time the differences will reverse.
Tax assets and liabilities arising from actuarial valuations of defined benefit plans, changes in cash flow hedge reserves and from the effects of consolidation adjustments directly recognised within equity are coherently recognised directly within equity.
The following tables show the breakdown of changes in deferred tax assets and deferred tax liabilities for the last two years.
Amounts recognised to Profit and loss
Amounts recognised to OCI
Amounts recognised to Profit and loss
Amounts recognised to OCI
The Credit/(charge) to income, relating to Deferred tax assets, reflects the EUR 0.8 million increase in accruals as a consequence of the negative taxable income generated during the year by companies adhering to the Italian tax consolidation agreement, in addition to the accruals and releases carried out during the period for temporary differences.
Amounts recognised to OCI includes the changes in deferred tax assets and liabilities in relation to the valuation reserves for cash flow hedging derivatives, derivatives hedging the fair value of financial assets and reserves for actuarial gains and losses.
The tables below show the breakdown of the temporary differences that gave rise to the deferred tax assets and liabilities for the last two years.
Deferred tax assets related to:
Property, plant and equipment
Provision for expected credit loss
Provisions for risk and charges
Post-employment benefit plans
Tax losses carried forward
Other temporary differences
Consolidation adjustments
Deferred tax assets amount to EUR 357.6 million and include, in addition to the tax effects on the consolidation adjustments, EUR 20.1 million for temporary differences generated within the Mediaset Espa\u00f1a Group and EUR 290,4 million related to the companies adhering to the Italian tax consolidation perimeter. With regard to the latter component, EUR 192.8 million relates to the totality of IRES tax losses that can be carried forward indefinitely from the tax consolidation (EUR 803.3 million), which is up on the figure from 31 December 2021
(EUR 793.3 million) but nevertheless in line with the recoverability assessment estimates made at the end of the year. Tax losses carried forward also include the deferred tax assets from the tax losses relating to Beintoo, a company acquired in 2020 and therefore not part of the tax consolidation. It should be noted that no deferred tax assets have been recognized for the IRES tax losses carried forward (totalling to EUR 44,0 million) accrued by some companies prior to their acquisition by the Group and their inclusion in the Italian tax consolidation agreement.The recognition of deferred tax assets is based on the forecasts of expected taxable income for future years. With particular reference to deferred tax assets associated with the Italian tax consolidation arrangement containing IRES tax losses that can be carried forward indefinitely, the recognisability and recoverability period of the value of those deferred tax assets at 31 December 2022 has been assessed by estimating the IRES-taxable income from the Italian tax consolidation arrangement based on the following assumptions:
opre-tax profit/loss of Italian operations included in the tax consolidation in the 2023-2027 plans used in the context of the impairment tests based on the assumptions set forth by MFE-Mediaforeurope\u2019s Board of Directors on 7 March 2023;
oestimates of mainly tax variations, primarily relating to dividend income from subsidiaries and investees, higher tax amortisation of pay tv broadcasting rights impaired in 2018 and other tax-neutral components of profit or loss;
oextrapolation of the taxable income beyond the period covered by the business plans used for the impairment test considering hypotheses of growth and profit margins in line with the assumptions (long-term growth rate and cash flows used to determine the terminal value) adopted for impairment test purposes.
Based on this analysis, a recovery period in nearly a decade was determined
Deferred tax liabilities related to:
Property, plant and equipment
Provision for expected credit loss
Post-employment benefit plans
Other temporary differences
Consolidation adjustments
Intangible assets also include the tax effects of the final allocation of the purchase price paid for the acquisition of the Finelco Group (now Radiomediaset) in 2016; of the final allocation of the purchase price paid in 2018 for the acquisition of the companies Radio Subasio S.r.l. and Radio Aut S.r.l.; and of the acquisition of RMC Italia S.p.A. in 2019.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_106162-tag78871": {
"value": "Deferred tax assets and liabilities are calculated based on the temporary differences between the carrying amounts of assets and liabilities and the corresponding tas base, on the basis of the tax rates that will be in force at the time when the temporary differences will reverse. When the results are recognised directly within equity, the current taxes, the deferred taxes assets and the deferred taxes liabilities are also recognised within equity. The Group also recognises deferred tax assets on tax losses if future taxable income is expected which will allow the Group to use these amounts.
The recognition of deferred tax assets is based on the forecasts of expected taxable income for future years.
The impairment and recoverability testing of the deferred tax assets posted in the financial statements, with particular reference to the tax losses generated in the Italian consolidated tax return, took into consideration the taxable income on the basis of the five-year plans used for impairment testing for the explicit forecast period and, through extrapolation from the latter of the expected taxable income for the subsequent periods.
In the case of any changes in the carrying amount of deferred tax assets and liabilities arising from a change in tax rates or the related legislation, rules or regulations, the resulting deferred taxes are recognised in the income statement, unless they relate to items that have previously been directly recognised withi equity. Deferred tax assets and liabilities are offset when it is lawful to offset current tax assets and liabilities, and when they refer to taxes due to the same Tax Authority and the Group intends to settle the current tax assets and liabilities on a net basis.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_107858-tag78874": {
"value": "8.1 INVENTORIES
The inventories of raw materials, semi-finished and finished products are measured at the acquisition or production cost, including transaction charges (FIFO method), or their estimated net realisable value based on market conditions, whichever is lower. Inventories also include television broadcasting rights acquired for use periods of less than 12 months and the costs of already completed television productions, as these rights are intended to be expoited in full on their first broadcast. These inventories are measured at actual cost of purchase or production.
The item at the reporting date breaks down as follows:
Raw and ancillary materials, consumables
Work in progress and semi-finished products
Finished goods and products
Raw and ancillary materials, consumables
Work in progress and semi-finished products
Finished goods and products
oRaw materials, ancillary materials and consumables mainly include replacement parts for radio and television equipment.
oWork in progress and semi-finished goods mainly include production sets and television productions in progress.
oFinished goods and products mainly include television productions, mainly attributable to R.T.I. S.p.A. totalling EUR 20.4 million (EUR 17.0 million at 31 December 2021) and to the Mediaset Espa\u00f1a Group for a total of EUR 2.2 million. In 2022, the provision for write-downs decreased due to the effective use during the year of television productions for which in the previous year, due to the persistence of the Covid-19 emergency, the scheduled broadcasting of some episodes had not been carried out.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInventoriesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_107862-tag78873": {
"value": "The inventories of raw materials, semi-finished and finished products are measured at the acquisition or production cost, including transaction charges (FIFO method), or their estimated net realisable value based on market conditions, whichever is lower. Inventories also include television broadcasting rights acquired for use periods of less than 12 months and the costs of already completed television productions, as these rights are intended to be expoited in full on their first broadcast. These inventories are measured at actual cost of purchase or production",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_108284-tag78878": {
"value": "8.2 TRADE RECEIVABLES Receivables are posted at their fair value, which \u2014 except where customers have been granted significantly extended payment terms \u2014 is the same as the value calculated using the amortised cost method. Pursuant to IFRS 9, trade receivables are classified within the categories provided for in the \u201cheld to collect\u201d or \u201chold to collect and sell\u201d business models. Their value at year-end is adjusted to their estimated realisable value and written down in the event of impairment, with expected credit loss measured using a time horizon of 12 months in the absence of any evidence of a significant increase in credit risk. For trade receivable, the simplified approach was applied. Receivables originating in non-EMU currencies are measured at the year-end spot rates issued by the European Central Bank.
The recognition of the sale of receivables is subject to the requirements laid down by IFRS 9 regarding the derecognition of financial assets. As a result, all receivables sold to factoring companies, with or without recourse, if the latter include clauses that entail maintaining a significant exposure to the performance of the cash flows from the receivables sold, remain in the financial statements, even if they have been legally sold, with a corresponding recognition of a financial liability for the same amount. Factoring fees are classified under the item \u201cPurchases, services, miscellaneous costs\u201d.
The item at the reporting date breaks down as follows:
Balance at 31/12/2022 Due
Carrying amount at 31/12/2021
Receivables from customers
Receivables from related parties
The receivables from customers include EUR 3.3 million from Sky Italia S.r.l. and EUR 6.0 million from Telecom Italia S.p.A. for the licence to use free-to-air channels, and EUR 1.5 million from Netflix Inc and EUR 6.5 million from Amazon Digital UK Limited for the SVOD rights licence.
The receivables due after 1 year equal to EUR 18.5 million (EUR 3.3 million in 2021) are classified as current receivables because they are expected to be settled in normal operating cycle.
The breakdown of receivables from related parties is reported in Note 15 below (Related-Party Transactions).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_108284-tag78877": {
"value": "Receivables are posted at their fair value, which \u2014 except where customers have been granted significantly extended payment terms \u2014 is the same as the value calculated using the amortised cost method. Pursuant to IFRS 9, trade receivables are classified within the categories provided for in the \u201cheld to collect\u201d or \u201chold to collect and sell\u201d business models. Their value at year-end is adjusted to their estimated realisable value and written down in the event of impairment, with expected credit loss measured using a time horizon of 12 months in the absence of any evidence of a significant increase in credit risk. For trade receivable, the simplified approach was applied. Receivables originating in non-EMU currencies are measured at the year-end spot rates issued by the European Central Bank.
The recognition of the sale of receivables is subject to the requirements laid down by IFRS 9 regarding the derecognition of financial assets. As a result, all receivables sold to factoring companies, with or without recourse, if the latter include clauses that entail maintaining a significant exposure to the performance of the cash flows from the receivables sold, remain in the financial statements, even if they have been legally sold, with a corresponding recognition of a financial liability for the same amount. Factoring fees are classified under the item \u201cPurchases, services, miscellaneous costs\u201d.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_108345-tag78876": {
"value": "heir value at year-end is adjusted to their estimated realisable value and written down in the event of impairment, with expected credit loss measured using a time horizon of 12 months in the absence of any evidence of a significant increase in credit risk. For trade receivable, the simplified approach was applied. Receivables originating in non-EMU currencies are measured at the year-end spot rates issued by the European Central Bank. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_108284-tag78875": {
"value": "Credit risk
The credit risk mainly originates from the advertising sales on the MFE Group\u2019s Italian and Spanish television networks.
The Group, based on a specific policy, manages the credit risk relative to the advertising sales through a comprehensive customer credit rating procedure, with an analysis of their economic and financial situations both at the time of setting the initial credit limit and through the ongoing and continuous monitoring of observance of payment terms, updating, when necessary, the previously assigned credit limit.
Based on the above-mentioned credit rating procedure and its subsequent updates, it is possible to break down customer exposure into the following three classes of risk, which represent the summary of a wider and more complex subdivision:
Low risk
Customers with a standard risk index and a financial position that adequately supports their assigned credit limit.Medium risk
Customers who have not regularly fulfilled their contractual commitments or have current economic/financial situations that are critical compared to those relative to their original credit limit. Based on these specifications of credit positions, an impairment loss is calculated based on the percentage impact of historically observed losses.
High risk
Customers with whom there are ongoing default situations, or there is objective insolvency regarding their receivables, for which specific write-downs are made and, in some cases, recovery plans agreed, or extended payment terms which, in any case, do not exceed 12 months.
Below is a table summarising the net balances and the provision for expected credit losses divided into the above classes.
RISK CLASSES AT 31 DECEMBER 2022
Provision for expected credit loss
ITALIAN ADVERTISING RECEIVABLES:
FOREIGN ADVERTISING RECEIVABLES:
RECEIVABLES FROM RELATED PARTIES:
RISK CLASSES AT 31 DECEMBER 2021
Provision for expected credit loss
ITALIAN ADVERTISING RECEIVABLES:
FOREIGN ADVERTISING RECEIVABLES:
RECEIVABLES FROM RELATED PARTIES:
The item TELCO operators mainly comprises receivables from the sale of content activities.
Regarding the main type of trade receivables generated by the advertising business in Italy, in terms of concentration, 17.6% of revenues were made with the top 10 customers.
The changes in the provision for expected credit losses are shown below.Business Combination/
Change in the consolidation area
In addition, below is a table showing a detailed analysis of other financial assets, whose maximum credit risk exposure corresponds to the carrying amount.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_110515-tag78879": {
"value": "8.3 TAX RECEIVABLES, OTHER RECEIVABLES AND CURRENT ASSETS8.3.1 Tax receivables
This item, amounting to EUR 40.9 million (EUR 43.5 million at 31 December 2021) includes EUR 17.8 million relating to the net position towards the tax authorities to the Group\u2019s Italian companies adhering to the Italian tax consolidation agreement (EUR 17.4 million at 31 December 2021).
In addition, this item included EUR 12.5 million (EUR 7.2 million at 31 December 2021) representing the net IRAP tax position for Group companies with respect to advances paid, and EUR 10.3 million (EUR 18.6 million at 31 December 2021) for the tax credits of the subsidiary Mediaset Espa\u00f1a S.A..
8.3.2 Other receivables and current assets
Prepayments and accrued income
Other receivables mainly include:
oadvances totalling EUR 13.1 million to suppliers, contractors and agents, paid to advertising professionals and suppliers, and to suppliers, artists and professionals involved in television productions (EUR 16.8 million at 31 December 2021).
oEUR 30.9 million in amounts receivable from tax authorities (EUR 19.1 million at 31 December 2021):
oReceivables totalling EUR 138.8 million due from factoring companies for the transfer of trade receivables without recourse, for which settlement by the factor, not occurred at the reporting date, had been collected in the first part of 2023 based on contractual terms. During the year the amount of receivables transferred to factoring companies with a non-recourse clause total of EUR 1,014.4 million (EUR 1,007.3 million at 31 December 2021).
Prepayments and accrued income, of which EUR 4.7 million from the Mediaset Espa\u00f1a Group, mainly refers (EUR 21.4 million) to the already-incurred costs pertaining to the next financial year for the rights to broadcast Coppa Italia matches in the 2022/23 season as paid to Lega Nazionale Professionisti Serie A, and some matches from the 2022/23 UEFA Champions League (EUR 14.7 million).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherCurrentAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_110520-tag78779": {
"value": "8.3.1 Tax receivables
This item, amounting to EUR 40.9 million (EUR 43.5 million at 31 December 2021) includes EUR 17.8 million relating to the net position towards the tax authorities to the Group\u2019s Italian companies adhering to the Italian tax consolidation agreement (EUR 17.4 million at 31 December 2021).
In addition, this item included EUR 12.5 million (EUR 7.2 million at 31 December 2021) representing the net IRAP tax position for Group companies with respect to advances paid, and EUR 10.3 million (EUR 18.6 million at 31 December 2021) for the tax credits of the subsidiary Mediaset Espa\u00f1a S.A..
11.3 CURRENT TAX LIABILITIES
This item, amounting to EUR 11.6 million (EUR 17.4 million at 31 December 2021) includes payables to the tax authorities for companies not scoped into the tax consolidation arrangement, and taxes payable by foreign companies.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_110846-tag78880": {
"value": "8.4 CURRENT FINANCIAL ASSETSFinancial assets are recognised in the financial statements based on their transaction date and they are initially measured at cost, including the expenses directly connected with their acquisition.
At subsequent reporting dates, the financial assets (except for derivative financial instruments) are recognised at amortised cost, according to the actual interest rate method, net of impairment losses.\u00a0
Financial assets not classed with the categories provided for in the \u201chold to collect\u201d or \u201chold to collect and sell\u201d business models are measured at fair value in each accounting period with their impacts recognised in profit and loss under the item \u201cFinancial (Expenses)/Income\u201d or to a specific shareholders\u2019 equity reserve and until they are realised or have suffered an impairment (this reserve is classified under \u201cValuation reserve\u201d).
The fair value of securities listed on an active market is based on market prices at the reporting date.
The fair value of securities that are not listed on an active market and of trading derivatives is calculated by using the measurement models and techniques most widely adopted in the market, or by using the price supplied by several independent counterparts.
Financial receivables (due within 12 months)
Financial assets for other hedging derivatives
Financial assets for equity hedging derivatives
Financial assets for derivatives with no hedging purpose
Current financial receivables maturing within 12 months mainly include EUR 2.7 million (EUR 2.6 million at 31 December 2021) for government grants for movie productions made by Medusa Film S.p.A. and Taodue, which had been approved but not paid at the reporting date; EUR 1.8 million (EUR 2.7 million at 31 December 2021) for cash pooling accounts managed by MFE-MEDIAFOREUROPE N.V. on behalf of associates and joint ventures; as well as EUR 2.5 million in receivables due from the company Alea Media and EUR 0.6 million due from Fenix Media Audiovisual S.L.
Financial assets for other hedging derivatives consisted exclusively of the current portion of the fair value of foreign exchange derivatives both for the hedging of future commitments to purchase broadcasting rights and for items recognised in the financial statements, in particular receivables and payables denominated in foreign currencies.
Financial assets for equity hedging derivatives relates to the current portion of the fair value of the put options agreed for the hedging of fair value changes in the equity investment held in Prosiebensat.1 Media SE.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_111248-tag78882": {
"value": "8.5 CASH AND CASH EQUIVALENTSThis item includes petty cash, bank current accounts and deposits that are repayable on demand and other short-term and highly liquid financial investments that are readily convertible into cash, with an insignificant risk of a change in value.
Below is a breakdown of the item:
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
Current accounts and demand deposits
This item includes petty cash, bank current accounts and deposits that are repayable on demand and other short-term and highly liquid financial investments that are readily convertible into cash, with an insignificant risk of a change in value.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_111374-tag78762": {
"value": "9. SHARE CAPITAL AND RESERVES
Following the transfer of the Parent Company to the Netherlands in 2021 and its consequent conversion into a Dutch N.V., some items that were presented within Group Shareholders' Equity to comply with Italian regulations as at 31 December 2020 (e.g. the Legal Reserve) have been reclassified, incorporated or renamed to align reporting with Dutch civil law requirements as at the transformation date of 20 September 2021.
These reclassifications are reported in the Consolidated Statement of Changes in Shareholders\u2019 Equity
Legal and other reserves (under Italian Law)
Total equity attributable to equity shareholders of the parent company
Total equity attributable to non controlling interest
TOTAL SHAREHOLDERS' EQUITY
Retained earnings and other reserves
Total equity attributable to equity shareholders of the parent company
Total equity attributable to non controlling interest
Total shareholders' equity
The notes below refer to the breakdown of reserves after applying the reclassification shown above.
9.1 SHARE CAPITAL
At 31 December 2022, the fully subscribed share capital was EUR 800.3 million. The change from the previous year refers to the EUR 23.0 million raised on 12 July 2022 from the issue of 383,678,784 MFE A-class shares each with a par value of EUR 0.06 for allocation to the Mediaset Espa\u00f1a shareholders who endorsed the voluntary purchase and exchange offer over the shares in the subsidiary and the EUR 0.1 million raised from the issue of 1,771,602 MFE A-class shares each with a par value of EUR 0.06 for allocation to the beneficiaries of the 2019 Incentive Plan. As a result of these changes, share is formed by a total of 2,707,506,599 shares, of which 1,526,279,035 ordinary A-class shares each with a par value of EUR 0.06 and 1,181,227,564 ordinary B-class shares each with a par value of EUR 0.60. Ordinary A-class shares each confer one voting right, whereas ordinary B-class shares each confer ten voting rights. Both share classes grant their holders the same property rights, the same economic treatment and - except for voting - equal administrative rights. Both share classes carry the property rights and are listed on Euronext Milan (EXM), a stock market organised and managed by Borsa Italiana.9.2 SHARE PREMIUM RESERVE
At 31 December 2022, the Share premium reserve amounted to EUR 424.0 million. The EUR 148.8 million change during the year refers to the premium relating to the issue of 383,678,784 new MFE A-class shares for allocation to the Mediaset Espa\u00f1a shareholders who endorsed the voluntary purchase and exchange offer over the shares in the subsidiary.
9.3 TREASURY SHARES
Treasury shares are recognised at cost and recorded as a reduction of shareholders' equity.
This item includes the B-Class Shares of MFE-MEDIAFOREUROPE N.V. that were purchased pursuant to resolutions of ordinary shareholders' meetings of 16 April 2003, 27 April 2004, 29 April 2005, 20 April 2006 and 19 April 2007, and the A-Class Shares acquired during 2023 by resolution of the ordinary shareholders\u2019 meeting of 29 June 2022.
At 31 December 2022, the carrying amount of treasury shares in the portfolio totalled EUR 390.7 million, made up of 38,627,313 MFE B-class shares with a value of 358.1 million and 88,707,693 MFE A-class shares with a value of 32.6 million.
The changes for the period by share class are shown below.
The additions refer to the purchase of A-class treasury shares in 2023 by resolution of the Ordinary Shareholders' Meeting of 29 June 2022.The year-on-year decreases in B-class shares relate to the loss of 1,771,602 own shares due to their assignment to employees following the accrual of rights under the medium-long term incentive plan issued by Mediaset S.p.A. in 2019.
9.4 REVALUATION RESERVES
The Revaluation reserve for investments measured at FVTOCI (fair value through other comprehensive income) consists of the fair value measurement of equity investments included in the caption Other financial assets in non-current assets and classified as \u201cFVTOCI financial assets\u201d, as provided for in IFRS 9. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
The Revaluation reserve for cash flow hedges is connected with valuations of derivative instruments designated as hedges against the foreign exchange risk associated with the acquisition of television and movie broadcasting rights in foreign currencies, or as hedges against the interest rate risk associated with medium and long-term financial liabilities. This valuation is entered with changes recognised in other comprehensive income, within the items that may be subsequently reclassified to profit and loss.
The Time value reserve and Options intrinsic value reserve were created for measuring instruments hedging the fair value of equity derivatives; they provide - in line with the rules for the hedged item - that changes in the Other comprehensive income should be recognised without reversal to the income statement.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options intrinsic value reserve
Options time value reserve
The table below shows the changes in these reserves over the year for equity attributable to shareholders of the parent company.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options time value reserve
Options intrinsic value reserve
Reclassification to profit or loss
Other transactions, relating to the item FVTOCI equity investments, refers to the reclassification under Retained Earnings of the cumulative fair value differences in relation to the equity investments sold by the Group and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
Other transactions, relating to the Options time value reserve and the Options intrinsic value reserve, refer to the reclassification under Retained Earnings following the settlement of some tranches of the financial instruments hedging the financial investment in ProsiebenSat1 made during the year and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
9.5 RETAINED EARNINGS AND OTHER RESERVES The Reserve from equity investments accounted for using the equity method refers to the components directly recognised in equity by associates and joint ventures accounted for by using the equity method
The Consolidation reserve refers to the effects of the business combination under common control of Medusa S.p.A. acquired in 2007.
The Reserve for transaction with non-controlling interest refers to the differences between the considerations paid or received for the purchase or sale of minority shares held in subsidiaries with respect to the corresponding portion of their accounting net equity.
The Stock option and incentive plans reserve consisted of the contra-entries for costs accrued, measured in accordance with IFRS 2, relating to medium-long term incentive plans for the allocation of MFE A-class and B-class shares.
The Reserve for actuarial gains/(losses) consists of components arising from the actuarial valuation of defined benefit plans, recognised directly through shareholders' equity. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve from actuarial gains/(losses)
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve for actuarial gains/(losses)
Retained earnings and other reserves
The period change in the item Reserve from equity investments accounted for using the equity method refers to the components directly recognised equity by associates and joint ventures accounted for by using the equity method.
The change in the item Reserves for transactions with non controlling interests refers to:\u2212the EUR 20.8 million positive difference between the total consideration recognised following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a (which includes the EUR 184.2 million cash component and the EUR 171.9 million fair value of the newly issued MFE A-Class Shares as at the effective transaction date) and the net book value of the 27.23% non-controlling interest acquired in MES at 30 June 2022. This transaction was recognised in MFE\u2019s consolidated financial statements as an equity transaction through a direct reduction in equity reserves;
\u2212and EUR 0.7 million relating to the purchase of the business unit from Mediamond. For accounting purposes, the transaction is classified as a business combination under common control and the positive difference between consideration paid and fair value of the acquired net assetsgenerated by the transaction is recognised in that reserve.
The year-on-year change in the Stock option and incentive plans reserve refers to an addition of EUR 3.2 million as the Group\u2019s share of the costs relating to the share allocation rights under the incentive plans issued by the Group in 2021 and 2022 and decreases due to the reclassification of the reserve in Retained earnings in relation to the 2019 plan, following the allocation of the related rights.
The change in Retained earnings is primarily due to the recognition of the previous year\u2019s profits of EUR 374.1 million and the distribution of EUR 131.9 million in dividends, as well as - EUR 7.2 million in costs borne by the Group during the year for the voluntary purchase and exchange offer over the non-controlling interest in the subsidiary Mediaset Espa\u00f1a.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_111374-tag78883": {
"value": "9.1 SHARE CAPITAL
At 31 December 2022, the fully subscribed share capital was EUR 800.3 million. The change from the previous year refers to the EUR 23.0 million raised on 12 July 2022 from the issue of 383,678,784 MFE A-class shares each with a par value of EUR 0.06 for allocation to the Mediaset Espa\u00f1a shareholders who endorsed the voluntary purchase and exchange offer over the shares in the subsidiary and the EUR 0.1 million raised from the issue of 1,771,602 MFE A-class shares each with a par value of EUR 0.06 for allocation to the beneficiaries of the 2019 Incentive Plan. As a result of these changes, share is formed by a total of 2,707,506,599 shares, of which 1,526,279,035 ordinary A-class shares each with a par value of EUR 0.06 and 1,181,227,564 ordinary B-class shares each with a par value of EUR 0.60. Ordinary A-class shares each confer one voting right, whereas ordinary B-class shares each confer ten voting rights. Both share classes grant their holders the same property rights, the same economic treatment and - except for voting - equal administrative rights. Both share classes carry the property rights and are listed on Euronext Milan (EXM), a stock market organised and managed by Borsa Italiana.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_111930-tag78885": {
"value": "9.3 TREASURY SHARES
Treasury shares are recognised at cost and recorded as a reduction of shareholders' equity.
This item includes the B-Class Shares of MFE-MEDIAFOREUROPE N.V. that were purchased pursuant to resolutions of ordinary shareholders' meetings of 16 April 2003, 27 April 2004, 29 April 2005, 20 April 2006 and 19 April 2007, and the A-Class Shares acquired during 2023 by resolution of the ordinary shareholders\u2019 meeting of 29 June 2022.
At 31 December 2022, the carrying amount of treasury shares in the portfolio totalled EUR 390.7 million, made up of 38,627,313 MFE B-class shares with a value of 358.1 million and 88,707,693 MFE A-class shares with a value of 32.6 million.
The changes for the period by share class are shown below.
The additions refer to the purchase of A-class treasury shares in 2023 by resolution of the Ordinary Shareholders' Meeting of 29 June 2022.The year-on-year decreases in B-class shares relate to the loss of 1,771,602 own shares due to their assignment to employees following the accrual of rights under the medium-long term incentive plan issued by Mediaset S.p.A. in 2019.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory",
"language": "en",
"entity": "scheme:213800DIFN7NR7B97A50",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"v1-page1-cflshid_111930-tag78884": {
"value": "Treasury shares are recognised at cost and recorded as a reduction of shareholders' equity.
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"v1-page1-cflshid_112364-tag78763": {
"value": "9.4 REVALUATION RESERVES
The Revaluation reserve for investments measured at FVTOCI (fair value through other comprehensive income) consists of the fair value measurement of equity investments included in the caption Other financial assets in non-current assets and classified as \u201cFVTOCI financial assets\u201d, as provided for in IFRS 9. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
The Revaluation reserve for cash flow hedges is connected with valuations of derivative instruments designated as hedges against the foreign exchange risk associated with the acquisition of television and movie broadcasting rights in foreign currencies, or as hedges against the interest rate risk associated with medium and long-term financial liabilities. This valuation is entered with changes recognised in other comprehensive income, within the items that may be subsequently reclassified to profit and loss.
The Time value reserve and Options intrinsic value reserve were created for measuring instruments hedging the fair value of equity derivatives; they provide - in line with the rules for the hedged item - that changes in the Other comprehensive income should be recognised without reversal to the income statement.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options intrinsic value reserve
Options time value reserve
The table below shows the changes in these reserves over the year for equity attributable to shareholders of the parent company.
Revaluation reserve for investments measured at FVTOCI
Revaluation reserve for cash flow hedges
Options time value reserve
Options intrinsic value reserve
Reclassification to profit or loss
Other transactions, relating to the item FVTOCI equity investments, refers to the reclassification under Retained Earnings of the cumulative fair value differences in relation to the equity investments sold by the Group and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
Other transactions, relating to the Options time value reserve and the Options intrinsic value reserve, refer to the reclassification under Retained Earnings following the settlement of some tranches of the financial instruments hedging the financial investment in ProsiebenSat1 made during the year and the recognition of the corresponding Revaluation reserve for the interest in shareholders\u2019 equity acquired following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a.
9.5 RETAINED EARNINGS AND OTHER RESERVES The Reserve from equity investments accounted for using the equity method refers to the components directly recognised in equity by associates and joint ventures accounted for by using the equity method
The Consolidation reserve refers to the effects of the business combination under common control of Medusa S.p.A. acquired in 2007.
The Reserve for transaction with non-controlling interest refers to the differences between the considerations paid or received for the purchase or sale of minority shares held in subsidiaries with respect to the corresponding portion of their accounting net equity.
The Stock option and incentive plans reserve consisted of the contra-entries for costs accrued, measured in accordance with IFRS 2, relating to medium-long term incentive plans for the allocation of MFE A-class and B-class shares.
The Reserve for actuarial gains/(losses) consists of components arising from the actuarial valuation of defined benefit plans, recognised directly through shareholders' equity. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve from actuarial gains/(losses)
Reserve from equity investments accounted for using the equity method
Reserves for transaction with non-controlling interest
Stock option and incentive plans reserve
Reserve for actuarial gains/(losses)
Retained earnings and other reserves
The period change in the item Reserve from equity investments accounted for using the equity method refers to the components directly recognised equity by associates and joint ventures accounted for by using the equity method.
The change in the item Reserves for transactions with non controlling interests refers to:\u2212the EUR 20.8 million positive difference between the total consideration recognised following the voluntary public purchase and exchange offer over shares in Mediaset Espa\u00f1a (which includes the EUR 184.2 million cash component and the EUR 171.9 million fair value of the newly issued MFE A-Class Shares as at the effective transaction date) and the net book value of the 27.23% non-controlling interest acquired in MES at 30 June 2022. This transaction was recognised in MFE\u2019s consolidated financial statements as an equity transaction through a direct reduction in equity reserves;
\u2212and EUR 0.7 million relating to the purchase of the business unit from Mediamond. For accounting purposes, the transaction is classified as a business combination under common control and the positive difference between consideration paid and fair value of the acquired net assetsgenerated by the transaction is recognised in that reserve.
The year-on-year change in the Stock option and incentive plans reserve refers to an addition of EUR 3.2 million as the Group\u2019s share of the costs relating to the share allocation rights under the incentive plans issued by the Group in 2021 and 2022 and decreases due to the reclassification of the reserve in Retained earnings in relation to the 2019 plan, following the allocation of the related rights.
The change in Retained earnings is primarily due to the recognition of the previous year\u2019s profits of EUR 374.1 million and the distribution of EUR 131.9 million in dividends, as well as - EUR 7.2 million in costs borne by the Group during the year for the voluntary purchase and exchange offer over the non-controlling interest in the subsidiary Mediaset Espa\u00f1a.
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"v1-page1-cflshid_112364-tag78781": {
"value": "The Revaluation reserve for investments measured at FVTOCI (fair value through other comprehensive income) consists of the fair value measurement of equity investments included in the caption Other financial assets in non-current assets and classified as \u201cFVTOCI financial assets\u201d, as provided for in IFRS 9. This valuation is entered with changes recognised in the other comprehensive income without recycling to profit and loss.
The Revaluation reserve for cash flow hedges is connected with valuations of derivative instruments designated as hedges against the foreign exchange risk associated with the acquisition of television and movie broadcasting rights in foreign currencies, or as hedges against the interest rate risk associated with medium and long-term financial liabilities. This valuation is entered with changes recognised in other comprehensive income, within the items that may be subsequently reclassified to profit and loss.
The Time value reserve and Options intrinsic value reserve were created for measuring instruments hedging the fair value of equity derivatives; they provide - in line with the rules for the hedged item - that changes in the Other comprehensive income should be recognised without reversal to the income statement.
The Group is exposed to financial risks linked to:
- Exchange rate fluctuations, primarily in relation to the acquisition of television broadcasting rights in currencies other than the Euro and secondarily in relation to merchandise acquisitions;
- Interest rate fluctuations for long-term variable-rate loans;
- Fair value fluctuations for equity instruments.
As mentioned on the section on Accounting standards, amendments and interpretations applied from 1 January 2019, the hedge accounting provisions in IFRS 9 became applicable at the start of the year.
Financial risks and related hedging instruments
MFE has defined specific policies for the management of the Group\u2019s financial risks, aimed at reducing its exposure to exchange rate risks, interest rate risks and liquidity risks. To optimise the structure of operating costs and resources, this activity is centralised within the group parent Mediaset S.p.A., which has been entrusted with the task of collecting the information regarding the positions exposed to risk and hedging them.
Mediaset S.p.A. and Mediaset Espa\u00f1a directly operate in their own specific markets, controlling and managing financial risk for their subsidiaries. The selection of the financial counterparts focuses on those with a high credit standing while, at the same time, ensuring a limited concentration of exposures towards them.
Exchange rate hedging
The Group uses derivatives - mainly forwards - to hedge risks arising from foreign currency fluctuations both for highly probable future purchases and for payables relating to purchases already made.
For the MFE Group, the exchange risk is linked to the possibility of the currency rates changing from the time the acquisition of assets in a foreign currency has become highly probable (authorised purchase negotiations over broadcasting rights) to the moment when those assets are recorded in the financial statements; therefore, the hedging goal is to set the exchange rate of the price in euro at the approval date of the transaction (hedge accounting as set out in the IAS/IFRS). The hedging of merchandise purchase orders is treated the same way as, like with the case above, the hedging goal is to set the equivalent price of the merchandise in euro at the time the order was issued. Hedge accounting is therefore maintained, over all payables, until the payables are settled. In this case, the exchange rate hedging objective is to set the equivalent euro price of the non-euro denominated payable so as to eliminate the effects of exchange rate fluctuations and pre-determine the settlement value of the non-euro denominated payables.
Derivatives are classified under current financial assets and liabilities, and are recognised at fair value.
Fair value of the currency forwards is calculated as the present value of the difference between the notional amount measured at the forward contract rate and the notional amount measured at the fair forward rate (the end exchange rate calculated at the reporting date).
Fair value is adjusted to take account of the creditworthiness of the counterparty risk in the event of positive fair value and of the creditworthiness of Mediaset S.p.A. and Mediaset Espa\u00f1a S.A. in the event of negative fair value. Lastly, please note that the adjustment for creditworthiness is only calculated for derivatives with maturity more than 4 months from the measurement date.
For the purposes of hedge accounting, MFE designates hedging instruments as those related to the hedging of currency exposures linked primarily to commitments for future purchases of television broadcasting rights to be made in foreign currency (forecast transactions), for which the relationship between the derivative and the hedged item, as well as the high level of probability/effectiveness connected to the actual occurrence of the hedged event is formally documented. This relationship is also documented for the hedging of non-euro payables.
The effective portion of the fair value adjustment of the derivative that has been designated and that can be qualified as a hedging instrument is recognised directly in shareholders\u2019 equity, while the ineffective part is recognised in profit and loss.
The accounting treatment of these operations is the cash flow hedge. According to this rule, the effective portion of the change in value of the derivative is recognized in a shareholders\u2019 equity reserve. In the case of hedging of commitments for rights purchases, this reserve is used to subsequently adjust the cost of the asset (basis adjustment). Cash flow hedges are also established to hedge payables denominated in foreign currencies. In this event, the hedged item (the payable in foreign currencies) is converted at the spot exchange rate on the reporting date, with the effect recognised in the income statement in accordance with the change in the spot value.
Interest rate hedging
Interest rate risk arises from adverse movements in the interest rates that are applicable to the interest flows associated with the Group\u2019s medium-to-long term financial liabilities. The derivatives used to hedge this risk include Interest Rate Swaps and Options.
The fair value of interest rate swaps is calculated based on the current value of the expected future cash flows and the fair value of collar derivatives is calculated using the Black & Scholes formula.
For the purposes of hedge accounting, MFE designates hedging instruments as those instruments for which the relationship between the derivative and the hedged item is formally documented. As required by IFRS 9, hedge accounting can be applied where an economic relationship exists between the hedged item and the hedging instrument and where the effect of the credit risk is not greater than the fluctuations in the value of the economic relationship at the time the hedge is established and during the lifetime of the hedging relationship.
Equity instrument fair value hedging
To hedge the risk of fair value changes caused by fluctuations in equity instrument market price, MFE uses put and call options (hedging instruments) which are stipulated within a fair value hedge relationship
Pursuant to accounting principle IFRS 9, paragraph 6.5.15, and in order to determine the fair value, the intrinsic value (hedge relationship) and the time value of the option (cost of hedging) are separately identified. The hedge relationship is \u201ctime period-related\u201d, whereby the time period is allocated throughout the duration of the contract.
Having chosen to recognise the fair value changes of the hedged item in the oher comprehensive income statement without recyclingl to profit or loss, the fair value changes attributable to the time value and, if appropriate, the ineffectiveness of the hedge relationship will \u2013 as for the hedged item - not classified within the income statement but through the other comprehensive income statement..
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"v1-page1-cflshid_115172-tag78770": {
"value": "10.2 FINANCIAL LIABILITIES AND PAYABLESFinancial payables and liabilities are recognised at amortised cost, using the actual interest rate method except for financial liabilities from hedging operations. Financial liabilities related to IFRS 16 debt are recognised pursuant to international accounting standard IFRS 16 - \u2018Leases\u2019.
Payables to other lenders
IFRS 16 lease liabilities (non current portion)
Financial liabilities for other hedging derivatives (non current portion)
Financial liabilities for hedging derivatives on equity instruments
Other financial liabilities
Due to banks (non current portion) refers to the portion of committed credit facilities maturing beyond 12 months and attributable to MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A. These payables are recognised in the financial statements using the amortised cost method.
A breakdown of the change of EUR 314.7 million for the year is provided below:
\u2212EUR 225 million nominal reclassified under current financial payables as two credit facilities maturing in 2023;
\u2212early repayment of EUR 28 million nominal under the loan taken out by MFE-MEDIAFOREUROPE N.V. with Credit Suisse;
\u2212reclassification of the EUR 31 million current portion of loans under Due to banks.
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in May 2024);
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in January 2025);
\u2212opening of a new EUR 100 million nominal credit facility with Unicredit S.p.A. (maturing in September 2026);
\u2212opening of a new EUR 100 million nominal credit facility with BNL S.p.A. (maturing in October 2026);
\u2212opening of a new EUR 196 million nominal credit facility (maturing in October 2025);
Some loans are subject to financial covenants on a consolidated basis as shown in the table below. As agreed with the counterparties, the indices stipulated in the covenants for determining net financial debt are calculated on the basis of the IAS/IFRS Accounting Standards in force on 31 December 2018 (excluding liabilities recognised under IFRS 16) and without including payables relating to the loans contracted by MFE and Mediaset Espa\u00f1a with Credit Suisse for the acquisition of the equity interest in ProsiebenSat1.
The method used to calculate the covenants also applies to contracts signed during 2022.
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/EBITDA less than 2
EBITDA/Net Financial Charges equal or more than 10
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2
Net Financial Position/Equity less than 2
Net Financial Position/EBITDA less than 2.25 (until June 2023)
Net Financial Position/Equity less than 2 (until June 2023)
Net Financial Position/EBITDA less than 2.25 (until December 2023)
EBITDA/Net Financial Charges equal or more than 10
Net Financial Position/EBITDA less than 2.25 (until June 2023)
Net Financial Position/Equity less than 2 (until June 2023)
Net Financial Position/EBITDA less than 2.25
Please note that the figures shown in the table above are those defined by contract with each counterparty and, therefore, may not be fully aligned with the main alternative performance measures identified by the Group in the Directors\u2019 Report on Operations.
If any financial covenants are breached, both for the loans and credit facilities, MFE-MEDIAFOREUROPE N.V. could be called upon to repay all amounts drawn. These parameters were met at the reporting date of these financial statements. Based on the current forecasts these parameters will also be complied with at the next testing date.
At 31 December 2022, approximately 73.5% of all approved credit facilities were committed facilities (67.4% at 31 December 2021).
In addition to the financial liabilities related to the investment in ProsiebenSat1, at 31 December 2022 MFE had EUR 1,700 million in total committed credit facilities lines, of which EUR 470 million unutilised and readily available, and Mediaset Espa\u00f1a had EUR 260 million in unutilised and readily available committed credit facilities. As at the approval date of these Consolidated Financial Statements, the committed credit lines available to MFE are equal to EUR 1,425 million, including EUR 269 million falling due within the next 12 months, which is in the process of being renewed for EUR 100 million within the first half of 2022; the credit lines of Mediaset Espa\u00f1a falling due within 12 months are unchanged compared to 31 December 2021. It should be noted that on 30 March a club deal credit line of 300 million euros was stipulated with UNICREDIT, INTESA SANPAOLO, BNP PARIBAS, BANCO BPM and CAIXA BANK to finance the cash amount of the purchase and exchange offer on Mediaset Espa\u00f1a Comunicacion shares.The following table shows the effective interest rates and financial charges expensed in profit or loss for loans recognised using the amortised cost method and the fair value calculated on the basis of year-end markets rates.
Intesa - S.Paolo 30/03/2020
IFRS 16 leases liabilities refers to the non-current portion of payables for leasing recognised in accordance with IFRS 16.
Financial liabilities for hedging derivatives on equity instruments relates to the call option granted to the financial counterparty as part of the collar contract hedging the fair value changes in the equity investment held in Prosiebensat.1 Media SE.
Other liabilities refers to the non-current portion of payables relating to the options to purchase non-controlling interests in subsidiaries.
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"value": "Financial payables and liabilities are recognised at amortised cost, using the actual interest rate method except for financial liabilities from hedging operations. Financial liabilities related to IFRS 16 debt are recognised pursuant to international accounting standard IFRS 16 - \u2018Leases\u2019.
Financial liabilities (current and non-current) are recognised at amortised cost, using the effective interest rate method.
Trade and other payables are measured at their nominal amount, which is usually close to their amortised cost; those originating in non-UEM currencies are translated at the year-end spot rates issued by the European Central Bank.
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"v1-page1-cflshid_116627-tag78774": {
"value": "10.3 PROVISIONS AND CONTINGENT LIABILITIESProvisions for risks and charges are costs and charges whose existence is either certain or probable, whose amount or date of occurrence cannot be determined as at the reporting date. These provisions have been made only when there is a current obligation, resulting from past events, that can be of a legal or contractual nature, or arising from declarations or behaviour by the companies of the Group that create valid expectations in the persons concerned (implicit obligations). Provisions represent our best estimate of the amount that the enterprise would have to pay in order to settle the obligation; When they are significant, and the payment dates can be reliably estimated, the provisions are recognised at present values with the charges resulting from the passage of time posted to the income statement under the item \u201cFinancial (Expenses)/Income\u201d.
The following is a breakdown of the provisions and their changes compared to prior year:
Change in the consolidation area
Risk provisions at 31 December 2022 mainly refer to legal proceedings totalling EUR 28.2 million (EUR 32.6 million at 31 December 2021), staff disputes and business restructuring plans totalling EUR 22.6 million (EUR 25.7 million at 31 December 2021) and contractual risks totalling EUR 50.0 million (EUR 54.5 million at 31 December 2021), of which risks relative to the under-utilisation of artistic resources compared to contractual agreements totalling EUR 10.2 million (EUR 11.2 million at 31 December 2021).
Below is an update at 31 December 2022 of the main lawsuits pending and contingent liabilities associated with them, which were also reported in the financial statements of previous years and the interim statements for the year.
Regarding Mediaset Espa\u00f1a, an update of the main lawsuits pending and contingent liabilities associated with those reported in the financial statements at 31 December 2022 is provided below.
As regards the proceedings of which Mediaset Espa\u00f1a S.A. was served notice on 21 February 2018 by the \"Comisi\u00f3n Nacional de los Mercados y la Competencia\" (CNMC) for an alleged breach of Section 1 of the Spanish Competition Act and Article 101 of the Treaty on the Functioning of the European Union (TFEU), on 13 January 2020 Mediaset Espa\u00f1a had filed an administrative appeal against the Decision, calling for its effects to be immediately suspended as an interim measure, both in terms of the order to discontinue the conduct penalised and the payment of the fine handed down. By ordinance of 4 September 2020, the Audiencia Nacional froze the order to pay the fine amounting EUR 39 million, but did not freeze the order to stop the conduct sanctioned. As a
result, the ordinance was appealed by Mediaset Espa\u00f1a and subsequently rejected by ordinance of 17 November 2020. This was then challenged in the Court of Cassation. On 19 May 2021, the Supreme Court dismissed the appeal. The administrative dispute has continued to be processed and is pending a final resolution. The serious defects of the Decision, together with the sound factual, legal and economic arguments expounded (as also supported by the reports of independent experts), should lead the requested interim measures to be granted. In any case, they allow us to trust that the decision appealed will be annulled in the courts. As a consequence, these Consolidated Financial Statements do not include any provision for this contingency, as the Directors (supported also on the opinion of the subsidiary\u2019s advisers) consider it improbable that this liability will ultimately materialise.As regards ordinary proceedings No. 1181/10 before the first instance court of Madrid, Mediaset Espa\u00f1a filed, in a document dated 19 November 2010, an application for ordinary judgment against ITV, in which it applied to declare null and void the contract licensing the use of the format of television program Pasapalabra as well as two other related contracts: one for providing library programmes and another for developing television formats. ITV rejected this claim by formulating a counterclaim and demanding that the Company be ordered to pay the consideration payable to it under the three contracts mentioned above, as well as compensation for damage suffered.
On 3 February 2014, the Court issued its judgment dismissing the appeal and partially upholding the counterclaim, and ordered Mediaset Espa\u00f1a to pay the sums claimed in the counterclaim for having breached the three agreements signed with ITV. These sums were then paid in the amount of approximately EUR 15 million.
Subsequently, the Provincial Court of Madrid, in a ruling dated 20 September 2016, partially upheld the appeal filed by Mediaset Espa\u00f1a, which reduced by about half the amount of the fine defined in the first instance.
This ruling was appealed by both parties in the Supreme Court, which admitted the appeal filed by Mediaset Espa\u00f1a and rejected the appeal filed by ITV. In its judgment dated 30 September 2019, the Supreme Court then dismissed the appeal filed by Mediaset Espa\u00f1a and upheld the judgment issued by the Madrid Provincial Court on 20 September 2016. The Supreme Court believes the criterion to be followed in determining the consideration owed by Mediaset Espa\u00f1a to ITV for the post-contractual use of the Pasapalabra format should correspond to the profit obtained by Mediaset Espa\u00f1a from using that format rather than some hypothetical royalty accruable to ITV in return for it being granted a licence. This compensation is to be determined during the enforcement of the judgment, by means of a specific procedure.
On 3 March 2022, two and a half years after the judgment was issued, Mediaset Espa\u00f1a was served a \"Request for Enforcement\" of the first instance court\u2019s judgment of 3 February 2014, which ordered Mediaset Espa\u00f1a to compensate ITV for the profits obtained in connection with the use of the format and title of the Pasapalabra program.
Mediaset Espa\u00f1a disagrees with the methods used by ITV to calculate this compensation, which do not in any way reflect how the television advertising market in Spain actually functions and which contain conceptual and approach errors on several counts, starting from the consideration that advertising revenues were calculated based on theoretical rates, that the advertising revenues generated in the time slot in which the Pasapalabra programme was broadcast should be attributed exclusively to that program and, finally, by considering the format and the programme to be equivalent.
Based on these considerations and on the well-established position taken by Mediaset Espa\u00f1a in these proceedings, the directors of Mediaset Espa\u00f1a, supported by internal quantification analyses reviewed by independent experts in the field, believe that the compensation that will be definitively determined by the
competent court will be in line with the amounts already accrued in previous years and confirmed in the Condensed Consolidated Statement of Financial Position at 31 December 2022.In reference to proceedings number 000401/2014-CR on the use by Mediaset Espa\u00f1a of the Pasapalabra format, in a judgment of 4 March 2019 (the \u201cJudgment\u201d) the Spanish Court of EU Trade Marks No 1 materially admitted the cumulative claims alleged by ITV Global Entertainment Limited (\u201cITV\u201d) against Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\u201cMES\u201d) in 2014 and 2016 and threw out the counterclaim filed by Mediaset against ITV regarding the last of the claims.
In its claims, ITV applied to be recognised as the owner of the European Union Trade Mark (\u201cEUTM\u201d) \u201cPasapalabra\u201d, for MES to stop using the trade mark and for compensation to be paid for its alleged undue use.
Mediaset Espa\u00f1a, on the other hand, applied for the claims of ITV to be thrown out and for its counterclaim to be admitted, with the aim of cancelling ITV\u2019s registration of the EUTM, and applied for MES to be recognised as the owner of the EUTM given its contribution in getting the trade mark known throughout the past 14 years.
The Court found that ITV was the owner of the EUTM, despite acknowledging in its Judgment that the trade mark derived directly from the previous \u201cPassaparola\u201d trade mark, which was created by R.T.I. (Mediaset Italia)/Einstein Multimedia without any role played by ITV, with this circumstance alone suggesting that the registration of the EUTM by ITV was conducted in bad faith.
By acknowledging ITV as the owner of the EUTM, the judgment sentenced Mediaset Espa\u00f1a to pay compensation of EUR 8.7 million for its supposed misuse of the EUTM since 2009. On 16 January 2020, the Provincial Court of Alicante issued its ruling on the judgment being appealed by Mediaset Espa\u00f1a. In this appeals ruling, although Mediaset Espa\u00f1a\u2019s claim to the ownership of the \u201cPasapalabra\u201d trade mark was thrown out, the court considered that, as the format\u2019s title and trade mark had the same name (Pasapalabra), ITV could not have its compensation doubled by adding together the compensation resulting from the above-mentioned proceedings 1181/2010 brought before the Court of Madrid with the proceedings brought before the Alicante Court of Trade Marks. Therefore, two key components of the judgment appealed were overturned:
\u2212The sentence ordering payment of compensation for the entire period between 3 August 2009 (when ITV applied to register the trade mark) and 1 February 2016 (when the application to register the trade mark was granted) was overturned, as the \u201creasonable compensation\u201d to which ITV had been entitled was considered as though it had already been paid by the compensation ordered for the same period in the proceedings brought with the Court of Madrid.
\u2212As for the compensation for the period between 2 February 2016 and the end of the Pasapalabra programming, the judgment determined that this amount should be deducted from the amount payable as compensation for the use of the format during the same period according to the enforcement proceedings brought before the Court of Madrid.
MES has brought an extraordinary appeal in the Supreme Court against the decision, which is currently in the process of being admitted. MES believes that compensation should only be paid where damage has been caused, which is not the case here as, even if any damage did exist, it would have been remedied by the compensation ordered in the above-mentioned proceedings 1181/10 brought before the first-instance court of Madrid. Furthermore, if we look at the licencing policy applied by ITV, we see that it charges a single amount for the format, title and trade mark, and therefore the payment for the trade mark has therefore already been included in the compensation described above.
For these reasons, these consolidated financial statements do not include any provision in relation to this contingency, as the Directors of Mediaset Espana, also supported by the opinion of their consultants, estimate that the risk that this liability could definitively materialize is not probable.
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"value": "Provisions for risks and charges are costs and charges whose existence is either certain or probable, whose amount or date of occurrence cannot be determined as at the reporting date. These provisions have been made only when there is a current obligation, resulting from past events, that can be of a legal or contractual nature, or arising from declarations or behaviour by the companies of the Group that create valid expectations in the persons concerned (implicit obligations). Provisions represent our best estimate of the amount that the enterprise would have to pay in order to settle the obligation; When they are significant, and the payment dates can be reliably estimated, the provisions are recognised at present values with the charges resulting from the passage of time posted to the income statement under the item \u201cFinancial (Expenses)/Income\u201d.
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"v1-page1-cflshid_116632-tag78772": {
"value": "Provisions for risks and charges are costs and charges whose existence is either certain or probable, whose amount or date of occurrence cannot be determined as at the reporting date. These provisions have been made only when there is a current obligation, resulting from past events, that can be of a legal or contractual nature, or arising from declarations or behaviour by the companies of the Group that create valid expectations in the persons concerned (implicit obligations). Provisions represent our best estimate of the amount that the enterprise would have to pay in order to settle the obligation; When they are significant, and the payment dates can be reliably estimated, the provisions are recognised at present values with the charges resulting from the passage of time posted to the income statement under the item \u201cFinancial (Expenses)/Income\u201d.
",
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"v1-page1-cflshid_116632-tag78771": {
"value": "Regarding Mediaset Espa\u00f1a, an update of the main lawsuits pending and contingent liabilities associated with those reported in the financial statements at 31 December 2022 is provided below.
As regards the proceedings of which Mediaset Espa\u00f1a S.A. was served notice on 21 February 2018 by the \"Comisi\u00f3n Nacional de los Mercados y la Competencia\" (CNMC) for an alleged breach of Section 1 of the Spanish Competition Act and Article 101 of the Treaty on the Functioning of the European Union (TFEU), on 13 January 2020 Mediaset Espa\u00f1a had filed an administrative appeal against the Decision, calling for its effects to be immediately suspended as an interim measure, both in terms of the order to discontinue the conduct penalised and the payment of the fine handed down. By ordinance of 4 September 2020, the Audiencia Nacional froze the order to pay the fine amounting EUR 39 million, but did not freeze the order to stop the conduct sanctioned. As a
result, the ordinance was appealed by Mediaset Espa\u00f1a and subsequently rejected by ordinance of 17 November 2020. This was then challenged in the Court of Cassation. On 19 May 2021, the Supreme Court dismissed the appeal. The administrative dispute has continued to be processed and is pending a final resolution. The serious defects of the Decision, together with the sound factual, legal and economic arguments expounded (as also supported by the reports of independent experts), should lead the requested interim measures to be granted. In any case, they allow us to trust that the decision appealed will be annulled in the courts. As a consequence, these Consolidated Financial Statements do not include any provision for this contingency, as the Directors (supported also on the opinion of the subsidiary\u2019s advisers) consider it improbable that this liability will ultimately materialise.As regards ordinary proceedings No. 1181/10 before the first instance court of Madrid, Mediaset Espa\u00f1a filed, in a document dated 19 November 2010, an application for ordinary judgment against ITV, in which it applied to declare null and void the contract licensing the use of the format of television program Pasapalabra as well as two other related contracts: one for providing library programmes and another for developing television formats. ITV rejected this claim by formulating a counterclaim and demanding that the Company be ordered to pay the consideration payable to it under the three contracts mentioned above, as well as compensation for damage suffered.
On 3 February 2014, the Court issued its judgment dismissing the appeal and partially upholding the counterclaim, and ordered Mediaset Espa\u00f1a to pay the sums claimed in the counterclaim for having breached the three agreements signed with ITV. These sums were then paid in the amount of approximately EUR 15 million.
Subsequently, the Provincial Court of Madrid, in a ruling dated 20 September 2016, partially upheld the appeal filed by Mediaset Espa\u00f1a, which reduced by about half the amount of the fine defined in the first instance.
This ruling was appealed by both parties in the Supreme Court, which admitted the appeal filed by Mediaset Espa\u00f1a and rejected the appeal filed by ITV. In its judgment dated 30 September 2019, the Supreme Court then dismissed the appeal filed by Mediaset Espa\u00f1a and upheld the judgment issued by the Madrid Provincial Court on 20 September 2016. The Supreme Court believes the criterion to be followed in determining the consideration owed by Mediaset Espa\u00f1a to ITV for the post-contractual use of the Pasapalabra format should correspond to the profit obtained by Mediaset Espa\u00f1a from using that format rather than some hypothetical royalty accruable to ITV in return for it being granted a licence. This compensation is to be determined during the enforcement of the judgment, by means of a specific procedure.
On 3 March 2022, two and a half years after the judgment was issued, Mediaset Espa\u00f1a was served a \"Request for Enforcement\" of the first instance court\u2019s judgment of 3 February 2014, which ordered Mediaset Espa\u00f1a to compensate ITV for the profits obtained in connection with the use of the format and title of the Pasapalabra program.
Mediaset Espa\u00f1a disagrees with the methods used by ITV to calculate this compensation, which do not in any way reflect how the television advertising market in Spain actually functions and which contain conceptual and approach errors on several counts, starting from the consideration that advertising revenues were calculated based on theoretical rates, that the advertising revenues generated in the time slot in which the Pasapalabra programme was broadcast should be attributed exclusively to that program and, finally, by considering the format and the programme to be equivalent.
Based on these considerations and on the well-established position taken by Mediaset Espa\u00f1a in these proceedings, the directors of Mediaset Espa\u00f1a, supported by internal quantification analyses reviewed by independent experts in the field, believe that the compensation that will be definitively determined by the
competent court will be in line with the amounts already accrued in previous years and confirmed in the Condensed Consolidated Statement of Financial Position at 31 December 2022.In reference to proceedings number 000401/2014-CR on the use by Mediaset Espa\u00f1a of the Pasapalabra format, in a judgment of 4 March 2019 (the \u201cJudgment\u201d) the Spanish Court of EU Trade Marks No 1 materially admitted the cumulative claims alleged by ITV Global Entertainment Limited (\u201cITV\u201d) against Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\u201cMES\u201d) in 2014 and 2016 and threw out the counterclaim filed by Mediaset against ITV regarding the last of the claims.
In its claims, ITV applied to be recognised as the owner of the European Union Trade Mark (\u201cEUTM\u201d) \u201cPasapalabra\u201d, for MES to stop using the trade mark and for compensation to be paid for its alleged undue use.
Mediaset Espa\u00f1a, on the other hand, applied for the claims of ITV to be thrown out and for its counterclaim to be admitted, with the aim of cancelling ITV\u2019s registration of the EUTM, and applied for MES to be recognised as the owner of the EUTM given its contribution in getting the trade mark known throughout the past 14 years.
The Court found that ITV was the owner of the EUTM, despite acknowledging in its Judgment that the trade mark derived directly from the previous \u201cPassaparola\u201d trade mark, which was created by R.T.I. (Mediaset Italia)/Einstein Multimedia without any role played by ITV, with this circumstance alone suggesting that the registration of the EUTM by ITV was conducted in bad faith.
By acknowledging ITV as the owner of the EUTM, the judgment sentenced Mediaset Espa\u00f1a to pay compensation of EUR 8.7 million for its supposed misuse of the EUTM since 2009. On 16 January 2020, the Provincial Court of Alicante issued its ruling on the judgment being appealed by Mediaset Espa\u00f1a. In this appeals ruling, although Mediaset Espa\u00f1a\u2019s claim to the ownership of the \u201cPasapalabra\u201d trade mark was thrown out, the court considered that, as the format\u2019s title and trade mark had the same name (Pasapalabra), ITV could not have its compensation doubled by adding together the compensation resulting from the above-mentioned proceedings 1181/2010 brought before the Court of Madrid with the proceedings brought before the Alicante Court of Trade Marks. Therefore, two key components of the judgment appealed were overturned:
\u2212The sentence ordering payment of compensation for the entire period between 3 August 2009 (when ITV applied to register the trade mark) and 1 February 2016 (when the application to register the trade mark was granted) was overturned, as the \u201creasonable compensation\u201d to which ITV had been entitled was considered as though it had already been paid by the compensation ordered for the same period in the proceedings brought with the Court of Madrid.
\u2212As for the compensation for the period between 2 February 2016 and the end of the Pasapalabra programming, the judgment determined that this amount should be deducted from the amount payable as compensation for the use of the format during the same period according to the enforcement proceedings brought before the Court of Madrid.
MES has brought an extraordinary appeal in the Supreme Court against the decision, which is currently in the process of being admitted. MES believes that compensation should only be paid where damage has been caused, which is not the case here as, even if any damage did exist, it would have been remedied by the compensation ordered in the above-mentioned proceedings 1181/10 brought before the first-instance court of Madrid. Furthermore, if we look at the licencing policy applied by ITV, we see that it charges a single amount for the format, title and trade mark, and therefore the payment for the trade mark has therefore already been included in the compensation described above.
For these reasons, these consolidated financial statements do not include any provision in relation to this contingency, as the Directors of Mediaset Espana, also supported by the opinion of their consultants, estimate that the risk that this liability could definitively materialize is not probable.
",
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"v1-page1-cflshid_118392-tag78777": {
"value": "11. CURRENT LIABILITIES11.1 DUE TO BANKS
Financial liabilities (current and non-current) are recognised at amortised cost, using the effective interest rate method.
Current portion of non current debt
Loans refer to the current portion of committed credit facilities. The change on the previous year was due to the reclassification of a total of EUR 225 million nominal in credit facilities falling due within 12 months, the reclassification of the EUR 31 million nominal current portion of medium-to-long term loans and the repayment of credit facilities totalling EUR 353 million.
All Credit lines are subject to floating interest rates and refer to short-term loans with a due date set formally at one year and are renewable. The fair value of credit lines is in line with their carrying amount. The change on the previous year is due to the minor use of this type of financing.
11.2 TRADE AND OTHER PAYABLES
Trade and other payables are measured at their nominal amount, which is usually close to their amortised cost; those originating in non-UEM currencies are translated at the year-end spot rates issued by the European Central Bank.
Balance at 31/12/2022 Due
Carrying amount at 31/12/2021
Carrying amount at 31/12/2022
The trade and other payables include payables for the licensing of television and movie broadcasting rights for EUR 180.8 million (EUR 175.1 million at 31 December 2021) and payables for the purchase and production of TV programmes and amounts due to television artists and professionals for EUR 310.6 million (EUR 336.4 million at 31 December 2021).
The payables after 1 year equal to EUR 6.6 million (EUR 10.0 million in 2021) are classified as current payables because they are expected to be settled in the normal operating cycle.Amounts due to related parties include payables to associates, affiliates and the parent company. Details of these payables are provided in Note 15 below (Related-Party Transactions).
11.3 CURRENT TAX LIABILITIES
This item, amounting to EUR 11.6 million (EUR 17.4 million at 31 December 2021) includes payables to the tax authorities for companies not scoped into the tax consolidation arrangement, and taxes payable by foreign companies.
11.4 OTHER FINANCIAL LIABILITIES
Payables to other lenders
IFRS 16 financial liabilities
Financial liabilities for other hedging derivatives
Financial liabilities for hedging derivatives on equity instruments
Payables to other financial lenders mainly consist of payables to factoring companies totalling EUR 1.1 million (EUR 0.7 million at 31 December 2021); cash pooling with associates and joint ventures totalling EUR 47.3 million (EUR 49.2 million at 31 December 2021); loans totalling EUR 0.4 million (EUR 0.3 million at 31 December 2021) received to finance movie development, distribution and production operations; and EUR 6.4 million for the current portion of payables relating to purchase options over residual interests in the share capital of subsidiaries.
Financial liabilities for other hedging derivatives consisted of the EUR 3.4 million current portion of the fair value of foreign exchange derivatives both for the hedging of future commitments to purchase broadcasting rights and for items recognised in the financial statements, in particular receivables and payables denominated in foreign currencies.
Financial liabilities for hedging derivatives on equity instruments relate to the call option granted to the financial counterparty as part of the collar agreement hedging the fair value changes in the equity investment held in Prosiebensat.1 Media SE.
11.5 OTHER CURRENT LIABILITIESDue to social security institutions
Withholding tax on employees' wages and salaries
Accruals and deferred income
The main changes of the Other payables refer for EUR 10.9 to the payment for the contribution using frequencies, not paid in previous years as a result of foreclosures pending assignment released during 2022, for EUR 10.2 million to the payment due to employees, for EUR 2.0 million to the reversal of the debt relating to the earn out of Radio Subasio and Radio out on the basis of the contractual agreements stipulated at the time of acquisition.
Accruals and deferred income includes EUR 4.3 million in deferred income for right-of-use TV rights licenses.
",
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"v1-page1-cflshid_118397-tag78778": {
"value": "11.1 DUE TO BANKS
Financial liabilities (current and non-current) are recognised at amortised cost, using the effective interest rate method.
Current portion of non current debt
Loans refer to the current portion of committed credit facilities. The change on the previous year was due to the reclassification of a total of EUR 225 million nominal in credit facilities falling due within 12 months, the reclassification of the EUR 31 million nominal current portion of medium-to-long term loans and the repayment of credit facilities totalling EUR 353 million.
All Credit lines are subject to floating interest rates and refer to short-term loans with a due date set formally at one year and are renewable. The fair value of credit lines is in line with their carrying amount. The change on the previous year is due to the minor use of this type of financing.
11.4 OTHER FINANCIAL LIABILITIES
Payables to other lenders
IFRS 16 financial liabilities
Financial liabilities for other hedging derivatives
Financial liabilities for hedging derivatives on equity instruments
Payables to other financial lenders mainly consist of payables to factoring companies totalling EUR 1.1 million (EUR 0.7 million at 31 December 2021); cash pooling with associates and joint ventures totalling EUR 47.3 million (EUR 49.2 million at 31 December 2021); loans totalling EUR 0.4 million (EUR 0.3 million at 31 December 2021) received to finance movie development, distribution and production operations; and EUR 6.4 million for the current portion of payables relating to purchase options over residual interests in the share capital of subsidiaries.
Financial liabilities for other hedging derivatives consisted of the EUR 3.4 million current portion of the fair value of foreign exchange derivatives both for the hedging of future commitments to purchase broadcasting rights and for items recognised in the financial statements, in particular receivables and payables denominated in foreign currencies.
Financial liabilities for hedging derivatives on equity instruments relate to the call option granted to the financial counterparty as part of the collar agreement hedging the fair value changes in the equity investment held in Prosiebensat.1 Media SE.
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"v1-page1-cflshid_118397-tag78776": {
"value": "11.2 TRADE AND OTHER PAYABLES
Trade and other payables are measured at their nominal amount, which is usually close to their amortised cost; those originating in non-UEM currencies are translated at the year-end spot rates issued by the European Central Bank.
Balance at 31/12/2022 Due
Carrying amount at 31/12/2021
Carrying amount at 31/12/2022
The trade and other payables include payables for the licensing of television and movie broadcasting rights for EUR 180.8 million (EUR 175.1 million at 31 December 2021) and payables for the purchase and production of TV programmes and amounts due to television artists and professionals for EUR 310.6 million (EUR 336.4 million at 31 December 2021).
The payables after 1 year equal to EUR 6.6 million (EUR 10.0 million in 2021) are classified as current payables because they are expected to be settled in the normal operating cycle.Amounts due to related parties include payables to associates, affiliates and the parent company. Details of these payables are provided in Note 15 below (Related-Party Transactions).
",
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"value": "Trade and other payables are measured at their nominal amount, which is usually close to their amortised cost; those originating in non-UEM currencies are translated at the year-end spot rates issued by the European Central Bank.
",
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"v1-page1-cflshid_119924-tag78780": {
"value": "Liquidity risk
Liquidity risk is related to the difficulty of finding funds to meet financial obligations.
This may be due to the unavailability of sufficient funds to satisfy financial commitments in accordance with the established terms and due dates upon the sudden revocation of uncommitted credit lines or in the event that the Company has to settle its financial liabilities before their natural maturity.
Through careful and prudent financial management, which is reflected in the policy adopted, and the constant monitoring of the relationship between granted credit lines and their use, as well as the balance between short-term debt and medium/long term debt, the MFE Group has put in place sufficient credit lines, both in terms of quantity and quality, to face the current crisis. The Group\u2019s treasury activities are centralised in MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a Comunicaci\u00f2n SA, operating in their respective domestic markets as well as internationally, through the use of automatic cash pooling movements used by almost all the group companies.
The management of the liquidity risk involves:
omaintaining an essential balance between the committed and uncommitted credit facilities to avoid a strain on liquidity if creditors request repayment;
okeeping the average financial exposure during the year to no more than 80% of the total value granted by the lenders;
ofinancial assets that can be readily available to meet any liquidity requirements.
In order to optimise the liquidity management, the Group concentrates the payment dates to almost all its suppliers at the same dates, close to the most significant cash inflows.
The table below shows the company\u2019s financial obligations, based on the contractual expiry date and considering the worst case scenario at undiscounted values. Depending on the type of finance, it shows the nearest date when the Group may be asked to make payment and explanatory notes are provided for each class.
At 31 December 2022, \u201ccurrent financial payables\u201d due within 3 months included EUR 6 million in credit facilities for very short term advances with a due date formally set at one year. Lastly, current financial payables include the interest expense on term loans due within one year.
The Group expects to meet these obligations through the realisation of its financial assets and, specifically, through the collection of receivables connected to its various commercial activities.The difference between the carrying amounts and the total cash flows is mainly due to the calculation of interest on the contractual duration of the financial payables. In addition, for loans measured at amortised cost, interest is calculated using the nominal rate instead of the actual yield rate.
With reference to the section relating to financial derivatives, in the scenario of settlement of gross flows, the contractual exchange rate means the forward exchange rate set at the date of signing of the contract, while the year end rate means the spot rate at the reporting date.
BALANCE SHEET ITEM at 31 DECEMBER 2022
Due to banks (non-current portion)
Due to banks (current portion)
Financial payables to related parties
Due to suppliers for rights
Due to factoring companies
Other payables and financial liabilities
Hedging derivatives (foreign currency purchases)
(measured at contract exchange rate)
Hedging derivatives (available foreign currency)
(measured at year-end exchange rate)
Hedging derivatives (interest rate risk)
BALANCE SHEET ITEM at 31 DECEMBER 2021
Due to banks (non-current portion)
Due to banks (current portion)
Financial payables to related parties
Due to suppliers for rights
Due to factoring companies
Other payables and financial liabilities
Hedging derivatives (foreign currency purchases)
(measured at contract exchange rate)
Hedging derivatives (available foreign currency)
(measured at year-end exchange rate)
Hedging derivatives (interest rate risk)
11.7 HEDGING DERIVATIVES The Group is exposed to financial risks linked to:
- Exchange rate fluctuations, primarily in relation to the acquisition of television broadcasting rights in currencies other than the Euro and secondarily in relation to merchandise acquisitions;
- Interest rate fluctuations for long-term variable-rate loans;
- Fair value fluctuations for equity instruments.
As mentioned on the section on Accounting standards, amendments and interpretations applied from 1 January 2019, the hedge accounting provisions in IFRS 9 became applicable at the start of the year.
Financial risks and related hedging instruments
MFE has defined specific policies for the management of the Group\u2019s financial risks, aimed at reducing its exposure to exchange rate risks, interest rate risks and liquidity risks. To optimise the structure of operating costs and resources, this activity is centralised within the group parent Mediaset S.p.A., which has been entrusted with the task of collecting the information regarding the positions exposed to risk and hedging them.
Mediaset S.p.A. and Mediaset Espa\u00f1a directly operate in their own specific markets, controlling and managing financial risk for their subsidiaries. The selection of the financial counterparts focuses on those with a high credit standing while, at the same time, ensuring a limited concentration of exposures towards them.
Exchange rate hedging
The Group uses derivatives - mainly forwards - to hedge risks arising from foreign currency fluctuations both for highly probable future purchases and for payables relating to purchases already made.
For the MFE Group, the exchange risk is linked to the possibility of the currency rates changing from the time the acquisition of assets in a foreign currency has become highly probable (authorised purchase negotiations over broadcasting rights) to the moment when those assets are recorded in the financial statements; therefore, the hedging goal is to set the exchange rate of the price in euro at the approval date of the transaction (hedge accounting as set out in the IAS/IFRS). The hedging of merchandise purchase orders is treated the same way as, like with the case above, the hedging goal is to set the equivalent price of the merchandise in euro at the time the order was issued. Hedge accounting is therefore maintained, over all payables, until the payables are settled. In this case, the exchange rate hedging objective is to set the equivalent euro price of the non-euro denominated payable so as to eliminate the effects of exchange rate fluctuations and pre-determine the settlement value of the non-euro denominated payables.
Derivatives are classified under current financial assets and liabilities, and are recognised at fair value.
Fair value of the currency forwards is calculated as the present value of the difference between the notional amount measured at the forward contract rate and the notional amount measured at the fair forward rate (the end exchange rate calculated at the reporting date).
Fair value is adjusted to take account of the creditworthiness of the counterparty risk in the event of positive fair value and of the creditworthiness of Mediaset S.p.A. and Mediaset Espa\u00f1a S.A. in the event of negative fair value. Lastly, please note that the adjustment for creditworthiness is only calculated for derivatives with maturity more than 4 months from the measurement date.
For the purposes of hedge accounting, MFE designates hedging instruments as those related to the hedging of currency exposures linked primarily to commitments for future purchases of television broadcasting rights to be made in foreign currency (forecast transactions), for which the relationship between the derivative and the hedged item, as well as the high level of probability/effectiveness connected to the actual occurrence of the hedged event is formally documented. This relationship is also documented for the hedging of non-euro payables.
The effective portion of the fair value adjustment of the derivative that has been designated and that can be qualified as a hedging instrument is recognised directly in shareholders\u2019 equity, while the ineffective part is recognised in profit and loss.
The accounting treatment of these operations is the cash flow hedge. According to this rule, the effective portion of the change in value of the derivative is recognized in a shareholders\u2019 equity reserve. In the case of hedging of commitments for rights purchases, this reserve is used to subsequently adjust the cost of the asset (basis adjustment). Cash flow hedges are also established to hedge payables denominated in foreign currencies. In this event, the hedged item (the payable in foreign currencies) is converted at the spot exchange rate on the reporting date, with the effect recognised in the income statement in accordance with the change in the spot value.
Interest rate hedging
Interest rate risk arises from adverse movements in the interest rates that are applicable to the interest flows associated with the Group\u2019s medium-to-long term financial liabilities. The derivatives used to hedge this risk include Interest Rate Swaps and Options.
The fair value of interest rate swaps is calculated based on the current value of the expected future cash flows and the fair value of collar derivatives is calculated using the Black & Scholes formula.
For the purposes of hedge accounting, MFE designates hedging instruments as those instruments for which the relationship between the derivative and the hedged item is formally documented. As required by IFRS 9, hedge accounting can be applied where an economic relationship exists between the hedged item and the hedging instrument and where the effect of the credit risk is not greater than the fluctuations in the value of the economic relationship at the time the hedge is established and during the lifetime of the hedging relationship.
Equity instrument fair value hedging
To hedge the risk of fair value changes caused by fluctuations in equity instrument market price, MFE uses put and call options (hedging instruments) which are stipulated within a fair value hedge relationship
Pursuant to accounting principle IFRS 9, paragraph 6.5.15, and in order to determine the fair value, the intrinsic value (hedge relationship) and the time value of the option (cost of hedging) are separately identified. The hedge relationship is \u201ctime period-related\u201d, whereby the time period is allocated throughout the duration of the contract.
Having chosen to recognise the fair value changes of the hedged item in the oher comprehensive income statement without recyclingl to profit or loss, the fair value changes attributable to the time value and, if appropriate, the ineffectiveness of the hedge relationship will \u2013 as for the hedged item - not classified within the income statement but through the other comprehensive income statement..
The following is a breakdown of the financial assets and liabilities relating to hedging derivatives, reported earlier in Notes 7.7 (Other Financial Assets), 8.4 (Current Financial Assets), 10.2 (Financial Liabilities and Payables) and 11.4 (Other Financial Liabilities), showing the Group\u2019s net position.
Foreign currency forward contracts
Collar on equity instruments
The table below shows the notional amount of derivatives designated as hedges against foreign exchange risk associated with future commitments for the acquisition of broadcasting rights and existing contracts.
United States Dollars (USD)
With reference to the hedging of forecast acquisitions of broadcasting rights, the derivative contracts held at 31 December 2022 were subscribed with maturities reflecting the expected time period within which these intangible assets will be formalised by contract and recognised in the financial statements. The economic effect will be reflected in the amortisation of the assets as of the commencement date of the rights.
The following table shows the time-horizon for the reference currency (US dollars), when cash flows are expected to materialize.
Exchange Rate Risk
The Group\u2019s exposure to exchange rate risk mainly stems from the acquisition of television and movie broadcasting rights in currencies other than the Euro, mainly in US dollars, carried out in their respective areas of operation by R.T.I. S.p.A. and Mediaset Espa\u00f1a Comunicaci\u00f3n S.A..
In compliance with the Group\u2019s policies, the companies adopt an approach to exchange rate risk management aimed at eliminating the effect of exchange rate fluctuations while setting in advance the cost which the rights will be recognized upon acquisition.
Exchange rate risk emerges from the early stages of negotiations for entering into any contract and continues up to payment of the amount due for the acquisition of the broadcasting rights. From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
During the period between the date on which the purchase commitments were defined and the date on which the hedged television rights were recognised, the \u201ccash flow hedge\u201d method is used in accordance with IFRS 9. Based on this method, the effective portion of the change in the fair value of the derivative is accounted for in a reserve in Shareholders' Equity, which is used to adjust the initial cost of the TV right in the Financial Statements (basis adjustment), generating an impact on profit and loss when the hedged item, i.e. the TV right, is amortised.
Once the Group\u2019s broadcasting right is recognized, and after the date the payable is due but before it is settled, the Group takes out a cash flow hedge in which:
\u2212The hedged item (the payable in foreign currencies) is converted at the spot exchange rate at the reporting date, with the effect recognised in the income statement.
\u2212Changes in the intrinsinc element of the hedging instrument are recognized in other comprehensive income and this change is then reversed to the profit or loss.
The types of derivatives mainly used are forward and option contracts. The fair value of forward contracts on currencies is determined as the discounted difference between the notional amount calculated using the contractual forward rate and the notional amount calculated using the forward exchange rate at the reporting date adjusted for creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged risk (maturity, amount, etc.) and those of the hedging instrument through the application of specific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
Sensitivity analysis
Financial instruments exposed to EURO/USD exchange rate risk, mainly comprising payables for the acquisition of broadcasting rights and exchange rate derivatives, were the subject of a sensitivity analysis at the reporting date. The carrying amount of the financial instruments was adjusted by applying a symmetrical percentage change to the period-end exchange rate, equal to the 1-year implicit volatility of the reference currency published by Bloomberg, equal to 8.16% (5.58% for 2021).
The table below summarises the changes in the Net profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
EUR/USD exchange rate at 31 December
rectified EUR/USD exchange rate
Total Shareholders' Equity
Interest rate risk
The management of the financial resources of the Group involves the centralised cash-pooling with the group parent MFE-MEDIAFOREUROPE N.V. and with Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. (for its subsidiaries). These companies are tasked with obtaining funding from the market by entering into medium/long term loans and opening committed and uncommitted credit lines.
Interest rate risk mainly originates from variable rate financial payables, which expose the Group to cash flow risk. The management objective is to limit the fluctuation of financial expenses that impact the financial result, limiting the risk of a potential rise in interest rates.
Within this context, the Group pursues its objectives using derivatives entered into with third parties aimed at setting in advance or reducing, the change in cash flows due to the market change in interest rates on medium/long-term debt. The timeframe considered significant for managing interest rate risk is defined as a minimum term of 18 months of residual duration of the operation.
From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
Specifically, the cash flow hedge methodology set out by IFRS 9 is used. According to this method, either the absolute change in the clean fair value of derivatives - that is, the fair value less accrued interest - or the fair value of the underlying, whichever is smaller, is charged to an equity reserve. The difference between this value and the total fair value is recognized in the Income Statement at each valuation date. Both the fair value and the clean fair value are adjusted to take account of creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged liabilities (maturity, amount, etc.) and those of the hedging instrument through the application ofspecific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.The fair value of the interest rate swaps (IRS) is calculated based on the present value of expected future cash flows.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
The Group has collar derivatives in place to hedge variable rate medium/long term loans.
The main features about derivatives instruments regarding MFE-MEDIAFOREUROPE N.V.
Interest Rate Swap - INTESA SANPAOLO - EUR 150 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 100 million notional
Interest Rate Swap - BPER Banca - EUR 100 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Sensitivity analysis
Financial instruments exposed to interest rate risk were subjected to a sensitivity analysis at the reporting date. The assumptions upon which the model is based are illustrated below:
Medium-to-long term payables were subject to a change of 50 bps upwards and 20 bps downwards at the date of re-fixing the internal rate of return posted during the year.
Short and medium/long revolving payables and other current financial items were subject to a recalculation of the amount of financial charges by applying a change of 50 bps upwards and 20 bps downwards to the values posted to the financial statements.
The fair value of interest rate swaps (IRS) was recalculated applying a symmetrical shift (+100 bps; -100 bps) to the interest rate curve at the reporting date. The ineffective portion was calculated based on the fair value recalculated using the adjusted interest rate curve. In 2021 It was not possible to apply a symmetrical change of 50 bps as the very short-term interest rate curve at the reporting date was negative.
The table below summarises the changes in the Profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
Total Shareholders' Equity
Price Risk
Sensitivity analysis
To hedge the risk of fair value changes caused by fluctuations in the share price of ProSiebenSat.1 Media SA, MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a SA entered into collar contracts (purchase of put options and sale of call options) hedging their own equity investments, aimed at containing share price fluctuations within a 90%-120% range of their initial value.
Looking at the hedges agreed by MFE-MEDIAFOEEUROPE N.V., the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.
At 31 December 2022, only around half of the first tranche of options expiring in November 2024 was outstanding. The share price was EUR 8.35 and, therefore, the call options with a strike price of EUR 10.17 were \u201cin the money\u201d, with an intrinsic value of EUR 5.1 million.
However, if we imagine a price per share of EUR 14.13 (a change of +125% of the initial price), the call options sold with a strike rate of EUR 13.56 would now be \u201cin the money\u201d and would therefore have an intrinsic value of - EUR 1.59 million and 100% effectiveness:
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
Looking at the hedges entered into by Mediaset Espa\u00f1a, here too, the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.At 31 December 2022, only the second tranche of options expiring in 2024 was outstanding. If we image that the share price fluctuates to 85% of the reference price, the change in the value of the options would be almost symmetrically offset by the change in the share price. The same thing would also occur if the price fluctuated to more than 15% above the reference price.
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
",
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"v1-page1-cflshid_122094-tag78783": {
"value": "The Group is exposed to financial risks linked to:
- Exchange rate fluctuations, primarily in relation to the acquisition of television broadcasting rights in currencies other than the Euro and secondarily in relation to merchandise acquisitions;
- Interest rate fluctuations for long-term variable-rate loans;
- Fair value fluctuations for equity instruments.
As mentioned on the section on Accounting standards, amendments and interpretations applied from 1 January 2019, the hedge accounting provisions in IFRS 9 became applicable at the start of the year.
Financial risks and related hedging instruments
MFE has defined specific policies for the management of the Group\u2019s financial risks, aimed at reducing its exposure to exchange rate risks, interest rate risks and liquidity risks. To optimise the structure of operating costs and resources, this activity is centralised within the group parent Mediaset S.p.A., which has been entrusted with the task of collecting the information regarding the positions exposed to risk and hedging them.
Mediaset S.p.A. and Mediaset Espa\u00f1a directly operate in their own specific markets, controlling and managing financial risk for their subsidiaries. The selection of the financial counterparts focuses on those with a high credit standing while, at the same time, ensuring a limited concentration of exposures towards them.
Exchange rate hedging
The Group uses derivatives - mainly forwards - to hedge risks arising from foreign currency fluctuations both for highly probable future purchases and for payables relating to purchases already made.
For the MFE Group, the exchange risk is linked to the possibility of the currency rates changing from the time the acquisition of assets in a foreign currency has become highly probable (authorised purchase negotiations over broadcasting rights) to the moment when those assets are recorded in the financial statements; therefore, the hedging goal is to set the exchange rate of the price in euro at the approval date of the transaction (hedge accounting as set out in the IAS/IFRS). The hedging of merchandise purchase orders is treated the same way as, like with the case above, the hedging goal is to set the equivalent price of the merchandise in euro at the time the order was issued. Hedge accounting is therefore maintained, over all payables, until the payables are settled. In this case, the exchange rate hedging objective is to set the equivalent euro price of the non-euro denominated payable so as to eliminate the effects of exchange rate fluctuations and pre-determine the settlement value of the non-euro denominated payables.
Derivatives are classified under current financial assets and liabilities, and are recognised at fair value.
Fair value of the currency forwards is calculated as the present value of the difference between the notional amount measured at the forward contract rate and the notional amount measured at the fair forward rate (the end exchange rate calculated at the reporting date).
Fair value is adjusted to take account of the creditworthiness of the counterparty risk in the event of positive fair value and of the creditworthiness of Mediaset S.p.A. and Mediaset Espa\u00f1a S.A. in the event of negative fair value. Lastly, please note that the adjustment for creditworthiness is only calculated for derivatives with maturity more than 4 months from the measurement date.
For the purposes of hedge accounting, MFE designates hedging instruments as those related to the hedging of currency exposures linked primarily to commitments for future purchases of television broadcasting rights to be made in foreign currency (forecast transactions), for which the relationship between the derivative and the hedged item, as well as the high level of probability/effectiveness connected to the actual occurrence of the hedged event is formally documented. This relationship is also documented for the hedging of non-euro payables.
The effective portion of the fair value adjustment of the derivative that has been designated and that can be qualified as a hedging instrument is recognised directly in shareholders\u2019 equity, while the ineffective part is recognised in profit and loss.
The accounting treatment of these operations is the cash flow hedge. According to this rule, the effective portion of the change in value of the derivative is recognized in a shareholders\u2019 equity reserve. In the case of hedging of commitments for rights purchases, this reserve is used to subsequently adjust the cost of the asset (basis adjustment). Cash flow hedges are also established to hedge payables denominated in foreign currencies. In this event, the hedged item (the payable in foreign currencies) is converted at the spot exchange rate on the reporting date, with the effect recognised in the income statement in accordance with the change in the spot value.
Interest rate hedging
Interest rate risk arises from adverse movements in the interest rates that are applicable to the interest flows associated with the Group\u2019s medium-to-long term financial liabilities. The derivatives used to hedge this risk include Interest Rate Swaps and Options.
The fair value of interest rate swaps is calculated based on the current value of the expected future cash flows and the fair value of collar derivatives is calculated using the Black & Scholes formula.
For the purposes of hedge accounting, MFE designates hedging instruments as those instruments for which the relationship between the derivative and the hedged item is formally documented. As required by IFRS 9, hedge accounting can be applied where an economic relationship exists between the hedged item and the hedging instrument and where the effect of the credit risk is not greater than the fluctuations in the value of the economic relationship at the time the hedge is established and during the lifetime of the hedging relationship.
Equity instrument fair value hedging
To hedge the risk of fair value changes caused by fluctuations in equity instrument market price, MFE uses put and call options (hedging instruments) which are stipulated within a fair value hedge relationship
Pursuant to accounting principle IFRS 9, paragraph 6.5.15, and in order to determine the fair value, the intrinsic value (hedge relationship) and the time value of the option (cost of hedging) are separately identified. The hedge relationship is \u201ctime period-related\u201d, whereby the time period is allocated throughout the duration of the contract.
Having chosen to recognise the fair value changes of the hedged item in the oher comprehensive income statement without recyclingl to profit or loss, the fair value changes attributable to the time value and, if appropriate, the ineffectiveness of the hedge relationship will \u2013 as for the hedged item - not classified within the income statement but through the other comprehensive income statement..
",
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"v1-page1-cflshid_123371-tag78785": {
"value": "Exchange Rate Risk
The Group\u2019s exposure to exchange rate risk mainly stems from the acquisition of television and movie broadcasting rights in currencies other than the Euro, mainly in US dollars, carried out in their respective areas of operation by R.T.I. S.p.A. and Mediaset Espa\u00f1a Comunicaci\u00f3n S.A..
In compliance with the Group\u2019s policies, the companies adopt an approach to exchange rate risk management aimed at eliminating the effect of exchange rate fluctuations while setting in advance the cost which the rights will be recognized upon acquisition.
Exchange rate risk emerges from the early stages of negotiations for entering into any contract and continues up to payment of the amount due for the acquisition of the broadcasting rights. From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
During the period between the date on which the purchase commitments were defined and the date on which the hedged television rights were recognised, the \u201ccash flow hedge\u201d method is used in accordance with IFRS 9. Based on this method, the effective portion of the change in the fair value of the derivative is accounted for in a reserve in Shareholders' Equity, which is used to adjust the initial cost of the TV right in the Financial Statements (basis adjustment), generating an impact on profit and loss when the hedged item, i.e. the TV right, is amortised.
Once the Group\u2019s broadcasting right is recognized, and after the date the payable is due but before it is settled, the Group takes out a cash flow hedge in which:
\u2212The hedged item (the payable in foreign currencies) is converted at the spot exchange rate at the reporting date, with the effect recognised in the income statement.
\u2212Changes in the intrinsinc element of the hedging instrument are recognized in other comprehensive income and this change is then reversed to the profit or loss.
The types of derivatives mainly used are forward and option contracts. The fair value of forward contracts on currencies is determined as the discounted difference between the notional amount calculated using the contractual forward rate and the notional amount calculated using the forward exchange rate at the reporting date adjusted for creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged risk (maturity, amount, etc.) and those of the hedging instrument through the application of specific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
Sensitivity analysis
Financial instruments exposed to EURO/USD exchange rate risk, mainly comprising payables for the acquisition of broadcasting rights and exchange rate derivatives, were the subject of a sensitivity analysis at the reporting date. The carrying amount of the financial instruments was adjusted by applying a symmetrical percentage change to the period-end exchange rate, equal to the 1-year implicit volatility of the reference currency published by Bloomberg, equal to 8.16% (5.58% for 2021).
The table below summarises the changes in the Net profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
EUR/USD exchange rate at 31 December
rectified EUR/USD exchange rate
Total Shareholders' Equity
Interest rate risk
The management of the financial resources of the Group involves the centralised cash-pooling with the group parent MFE-MEDIAFOREUROPE N.V. and with Mediaset Espa\u00f1a Comunicaci\u00f3n S.A. (for its subsidiaries). These companies are tasked with obtaining funding from the market by entering into medium/long term loans and opening committed and uncommitted credit lines.
Interest rate risk mainly originates from variable rate financial payables, which expose the Group to cash flow risk. The management objective is to limit the fluctuation of financial expenses that impact the financial result, limiting the risk of a potential rise in interest rates.
Within this context, the Group pursues its objectives using derivatives entered into with third parties aimed at setting in advance or reducing, the change in cash flows due to the market change in interest rates on medium/long-term debt. The timeframe considered significant for managing interest rate risk is defined as a minimum term of 18 months of residual duration of the operation.
From an accounting standpoint, from the date the derivatives contract is entered into until the date the asset is recognized, the MFE Group applies the hedge accounting methodology documenting by way of the hedging relationship, the risk hedged and the purposes of the hedging, periodically checking the hedge effectiveness.
Specifically, the cash flow hedge methodology set out by IFRS 9 is used. According to this method, either the absolute change in the clean fair value of derivatives - that is, the fair value less accrued interest - or the fair value of the underlying, whichever is smaller, is charged to an equity reserve. The difference between this value and the total fair value is recognized in the Income Statement at each valuation date. Both the fair value and the clean fair value are adjusted to take account of creditworthiness.
The effectiveness test is intended to show the high correlation between the technical and financial characteristics of the hedged liabilities (maturity, amount, etc.) and those of the hedging instrument through the application ofspecific retrospective and prospective tests, using the dollar off-set and volatility reduction measure methods, respectively.The fair value of the interest rate swaps (IRS) is calculated based on the present value of expected future cash flows.
The expectation of future cash flows subject to hedging is shown in a specific table illustrating the changes in the cash flow hedge reserve.
The Group has collar derivatives in place to hedge variable rate medium/long term loans.
The main features about derivatives instruments regarding MFE-MEDIAFOREUROPE N.V.
Interest Rate Swap - INTESA SANPAOLO - EUR 150 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 100 million notional
Interest Rate Swap - BPER Banca - EUR 100 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 100 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - UNICREDIT - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - INTESA SANPAOLO - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Interest Rate Swap - BNP PARIBAS SA - EUR 30.7 million notional
Sensitivity analysis
Financial instruments exposed to interest rate risk were subjected to a sensitivity analysis at the reporting date. The assumptions upon which the model is based are illustrated below:
Medium-to-long term payables were subject to a change of 50 bps upwards and 20 bps downwards at the date of re-fixing the internal rate of return posted during the year.
Short and medium/long revolving payables and other current financial items were subject to a recalculation of the amount of financial charges by applying a change of 50 bps upwards and 20 bps downwards to the values posted to the financial statements.
The fair value of interest rate swaps (IRS) was recalculated applying a symmetrical shift (+100 bps; -100 bps) to the interest rate curve at the reporting date. The ineffective portion was calculated based on the fair value recalculated using the adjusted interest rate curve. In 2021 It was not possible to apply a symmetrical change of 50 bps as the very short-term interest rate curve at the reporting date was negative.
The table below summarises the changes in the Profit for the year and in the Consolidated Shareholders' Equity, deriving from the sensitivity analysis carried out net of the relevant taxes calculated on the basis of the standard tax rate in force at the reporting date:
Total Shareholders' Equity
Price Risk
Sensitivity analysis
To hedge the risk of fair value changes caused by fluctuations in the share price of ProSiebenSat.1 Media SA, MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a SA entered into collar contracts (purchase of put options and sale of call options) hedging their own equity investments, aimed at containing share price fluctuations within a 90%-120% range of their initial value.
Looking at the hedges agreed by MFE-MEDIAFOEEUROPE N.V., the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.
At 31 December 2022, only around half of the first tranche of options expiring in November 2024 was outstanding. The share price was EUR 8.35 and, therefore, the call options with a strike price of EUR 10.17 were \u201cin the money\u201d, with an intrinsic value of EUR 5.1 million.
However, if we imagine a price per share of EUR 14.13 (a change of +125% of the initial price), the call options sold with a strike rate of EUR 13.56 would now be \u201cin the money\u201d and would therefore have an intrinsic value of - EUR 1.59 million and 100% effectiveness:
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
Looking at the hedges entered into by Mediaset Espa\u00f1a, here too, the first effect of the hedges is to set a maximum-level gain based on the strike price of the call options sold, and the second effect is to set a minimum-level loss based on the strike price of the put options bought.At 31 December 2022, only the second tranche of options expiring in 2024 was outstanding. If we image that the share price fluctuates to 85% of the reference price, the change in the value of the options would be almost symmetrically offset by the change in the share price. The same thing would also occur if the price fluctuated to more than 15% above the reference price.
This change in intrinsic value would have an impact on the shareholders\u2019 equity reserve but would not impact profit or loss.
",
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"v1-page1-cflshid_125463-tag78788": {
"value": "12. NOTES ON MAIN CASH FLOW STATEMENT ITEMS
12.1 OTHER PROVISIONS AND NON-CASH MOVEMENTS
This item refers primarily to provisions (net of utilisations) for risks, employee leaving entitlements and incentive plan costs, and to gains/losses on the disposal of property, plant and equipment and other intangible assets and television and film broadcasting rights.
12.2 CHANGE IN OTHER ASSETS AND LIABILITIES
This item includes changes in Other receivables and current assets, Post-employment benefit plans, Other current liabilities and differences realised in the financial settlement of foreign exchange hedge for the ineffective portion of the hedging relationship as well as EUR 23.0 million as the exchange difference arising from the cash settlement of exchange rate hedges for the ineffective portion of the hedge.
12.3 PROCEEDS FROM GOVERNMENT GRANTS
This item refers to the grants received under the Ministry of Economic Development (MISE) \u2013 now the Ministry of Enterprise and Made in Italy (MIMIT) \u2013 Interministerial Decree of 17 November 2021 setting out compensatory measures for transmission facilities upgrade costs incurred by network operators nationwide as a consequence of the refarming of frequencies for the digital terrestrial television service.
12.4 PROCEEDS/(PAYMENTS) FOR HEDGING DERIVATIVES ON FINANCIAL ASSETS
This item includes the cash outassociated with the early closing of collar contracts entered into to hedge the equity investment in ProSiebenSat.1 Media SE.
12.5 PROCEEDS/(PAYMENTS) FOR OTHER FINANCIAL ASSETS
In 2022, this item mainly referred to the following: EUR 30.7 million for the acquisition of a further 1.11% stake by MFE in Prosiebensat.1 Media SE; EUR 12.0 million for the acquisition of equity interests as part of the \u201cAD4ventures\u201d business; EUR 1.5 million for the acquisition of a 5% stake in Radio Digitale S.r.l.; EUR 3.2 millionfor the acquisition of a 15% stake in Genetiko Communication S.p.A.; EUR 9.8 million in proceeds from the sale of non-controlling interests as part of the Ad4ventures business; and EUR 1.7 million in proceeds from the cash pooling carried out on behalf of associates and joint ventures.12.6 DIVIDENDS RECEIVED
This item refers to the EUR 34.5 million in dividends received from Prosiebensat.1 Media SE and the EUR 24.0 million in dividends received from EITowers S.p,A., with the remainder referring to the dividends received from associates and joint ventures.
In the previous year, this item referred to the EUR 149.9 million in dividends received from EITowers S.p.A., the EUR 14.3 million in dividends received from Prosiebensat.1 Media SE and the dividends from associates and joint ventures.
12.7 BUSINESS COMBINATIONS NET OF CASH AND CASH EQUIVALENTS ACQUIRED
The item refers to the cash outflow for Digitalia\u201908\u2019s acquisition from Mediamond of the business unit responsible for the direct management of radio advertising sales for Group broadcasters and some third-party broadcasters.
12.8 DIVIDENDS PAID
This item refers to the distribution of dividends resolved by the shareholders' meeting of 29 June 2022.
12.9 CHANGES IN CONTROLLING INTEREST
This item refers to the disbursements made by the Group under the voluntary purchase and exchange offer over the non-controlling interest in the subsidiary Mediaset Espa\u00f1a with respect to the cash portion of acquiring a 27.23% of the share capital in the subsidiary (EUR 184.2 million) and the related transaction costs incurred by the Group for the year.
In the previous year, this item referred to the EUR 4.0 million disbursement for the acquisition of a 20% stake in El Desmarque Portal Deportivo, S.L. in March 2021, the EUR 1.2 million advance payment for the acquisition of a 20% stake in Monradio, and EUR 0.7 million for the acquisition of Mediaset Espa\u00f1a treasury shares.12.10 CHANGES IN FINANCIAL LIABILITIESAs required by IAS 7, the table below shows the changes in financial liabilities.
CHANGE IN FINANCIAL LIABILITIES
Other non-cash movements (**)
Hedging derivatives (interest rate)
Current portion of non current debt
Payables to other lenders
IFRS 16 financial liabilities
Due to bank (non-current portion)
Total financial liabilities
(*) includes cash flow from interest paid
(**) includes measurement at amortised cost
CHANGE IN FINANCIAL LIABILITIES
Other non-cash movements (**)
Hedging derivatives (interest rate)
Current portion of non current debt
Payables to other lenders
IFRS 16 financial liabilities
Due to bank (non-current portion)
Total financial liabilities
",
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"value": "12.8 DIVIDENDS PAID
This item refers to the distribution of dividends resolved by the shareholders' meeting of 29 June 2022.
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"v1-page1-cflshid_126445-tag78790": {
"value": "13. DISCLOSURES ON FINANCIAL INSTRUMENTS AND RISK MANAGEMENT POLICIES
The tables below provide, separately for the two years being compared, the disclosures required by IFRS 7, for the purpose of evaluating the significance of the financial instruments with reference to the statement of financlal position, cash flows statement and income statement result for the Group.
Categories of financial assets and liabilities
Below is a breakdown of the carrying amounts of the financial assets and liabilities, as required by accounting standard IFRS 7.
FINANCIAL ASSETS at 31 DECEMBER 2022
Financial assets at amortised cost
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Financial receivables (due over 12 months)
OTHER RECEIVABLES/CURRENT ASSETS:
Due from factoring companies
CURRENT FINANCIAL ASSETS:
Financial receivables (due within 12 months)
Hedging derivatives on equity instruments
Other hedging derivatives
CASH AND CASH EQUIVALENTS:
Current accounts and demand deposits
FINANCIAL LIABILITIES at 31 DECEMBER 2022
Liabilities at amortised cost
NON CURRENT FINANCIAL LIABILITIES AND PAYABLES:
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Other financial liabilities
OTHER FINANCIAL LIABILITIES:
Due to factoring companies
Other financial liabilities
Hedging derivatives on equity instruments
Other hedging derivatives
Financial payables to related parties
TOTAL FINANCIAL LIABILITIES
FINANCIAL ASSETS at 31 DECEMBER 2021
Financial assets at amortised cost
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Financial receivables (due over 12 months)
OTHER RECEIVABLES/CURRENT ASSETS:
Due from factoring companies
CURRENT FINANCIAL ASSETS:
Financial receivables (due within 12 months)
Hedging derivatives on equity instruments
Other hedging derivatives
CASH AND CASH EQUIVALENTS:
Current accounts and demand deposits
FINANCIAL LIABILITIES at 31 DECEMBER 2021
Liabilities at amortised cost
NON CURRENT FINANCIAL LIABILITIES AND PAYABLES:
Hedge derivatives on equity instruments (non-current portion)
Other hedging derivatives (non current portion)
Other financial liabilities
OTHER FINANCIAL LIABILITIES:
Due to factoring companies
Other financial liabilities
Hedging derivatives on equity instruments
Other hedging derivatives
Financial payables to related parties
TOTAL FINANCIAL LIABILITIES
Fair value of financial assets and liabilities, and calculation models and input data used
Below is an analysis of the amounts corresponding to the fair value of assets and liabilities broken down based on the methodologies and the calculation models used to calculate them.
Note that the tables do not show those financial assets and liabilities whose book value is very close to the fair value and that the fair value of derivatives represents the net position between assets and liabilities amounts.
The input data used to measure fair value at the reporting date, obtained from Bloomberg provider, were as follows:
oEuro curves for the estimation of forward rates and discount factors;
oSpot exchange rates of the ECB;
oForward exchange rates calculated by Bloomberg;
oThe fixing of the Euribor rate;
oThe \u201cmid\u201d credit default swap (CDS) spread listed by various counterparties (if available);
oCredit spread of MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A.
BALANCE SHEET ITEM at 31 DECEMBER 2022
M/L trade and other payables
Hedging derivatives on equity instruments
Other hedging derivatives
BALANCE SHEET ITEM at 31 DECEMBER 2021
M/L trade and other payables
Hedging derivatives on equity instruments
Other hedging derivatives:
The fair value of securities listed on an active market is based on market prices at the reporting date. The fair value of securities not listed in an active market and trading derivatives is determined by using the most
commonly used valuation models and techniques on the market or using the price provided by several independent counterparties, with reference to comparable listed securities prices.The fair value of non-current financial payables has been calculated considering the credit spread of MFE-MEDIAFOREUROPE N.V. and also including the short-term component of the medium/long term loans.
For the trade receivables and payables expiring within 12 months, the fair value was not calculated since is very close to their carrying amount. As a result, the carrying amount stated for the receivables and payables for which the fair value was calculated also includes the portion due within 12 months of the reporting date. The calculation of the fair value of trade receivables only takes into account the creditworthiness of the counterparty when there is market information that can be used to determine it. With regard to trade payables, fair value has been adjusted taking into account the creditworthiness of MFE-MEDIAFOREUROPE N.V. and Mediaset Espa\u00f1a S.A..
The financial assets and liabilities measured at fair value are classified in the following table, based on the nature of financial parameters used in determining the fair value, on the basis of the fair value hierarchy envisaged by the standard:
oLevel I: listed prices on active markets for identical instruments;
oLevel II: variables other than listed prices in active markets that may be observed either directly (as in the case of prices) or indirectly (derived from the prices);
oLevel III: variables that are not based on observable market values.
BALANCE SHEET ITEM at 31 DECEMBER 2022
Hedging derivatives on equity instruments
Other hedging derivatives
BALANCE SHEET ITEM at 31 DECEMBER 2021
Hedging derivatives on equity instruments
Other hedging derivatives
14. SHARE-BASED PAYMENTSIn accordance with IFRS 2, the Group classifies stock option plans and medium/long-term incentive plans as \"share-based payments\". Those that are \"equity-settled\", i.e. involving the physical delivery of the shares, are measured at the fair value at the grant date of the option rights (which is calculated on the basis of the share price) assigned and recognised as a personnel expense to be spread evenly over the vesting period of the rights, with a corresponding reserve booked to shareholders' equity. This allocation is carried out based on the estimate of the rights that will actually allot to the person entitled, in consideration of their vesting conditions not based on the market value of the rights.
At the end of the period in which the rights can be exercised the related shareholders\u2019 equity reserve is reclassified within retained earnings.
At 31 December 2022, medium/long-term incentive plans allocated for the years 2021 and 2022 were recognised in the financial statements for the purposes of IFRS 2.
The plans that had an impact on the income statement are those that can be exercised and which, at the reporting date, have not yet been concluded, or those that have vested during the year.
All the plans are equity-settled, i.e., they involve the allocation of treasury shares bought back from the market. Options and the free allocation rights granted to the employee beneficiaries are linked to the Group's achievement of financial performance targets and the employee remaining with the Group for a certain length of time.
The details of incentive plans with free granting of shares to the beneficiaries can be summarised as follows:
from 12/03/2019 to 31/12/2021
from 01/01/2021 to 31/12/2023
from 01/01/2022 to 31/12/2024
A-class shares EUR 0.415
B-class shares EUR 0.607
On 14 July 2022, the Board of Directors of MFE-MEDIAFOREUROPE N.V completed its assessment of the terms and conditions set forth in the 2019-2021 medium-long term incentive plan regulation for the year 2019 and resolved to issue 1,771,602 MFE A-Class Shares which would be allocated to the Plan beneficiaries, in addition to the MFE A-Class Shares already held by the Company. After having consulted the Nomination and Remuneration Committee, Mediaset\u2019s Board of Directors also determined the beneficiaries under the Medium/Long\u2013Term Incentive and Loyalty Plan (2021-2023) established by resolution of the Shareholders' Meeting of 23 June 2021. The Board allocated those same beneficiaries their entitlements for 2022, the quantity of which were determined based on the criteria established in the Plan regulations approved by the Board of Directors during the meeting held on 27 July 2021 and amended following the introduction of the dual share class.
Below is a summary of the changes to stock option plans and the medium/long-term incentive plans:
Options outstanding at 1/1/2021
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2021
Options outstanding at 1/1/2022
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2022
The incentive plans are recognised in the financial statements at their fair value:
o2019 Stock Option Plan: EUR 2.811 per share.
o2021 Stock Option Plan: EUR 2.533 per share.
o2022 Stock Option Plan: EUR 0.415 per A-class share and EUR 0.607 per B-class share
The fair value of the incentive plans was calculated based on the stock market price on the grant date.
The subsidiary Mediaset Espa\u00f1a also has medium/long-term incentive plans in place, allocated in 2019 and 2021.
The plans provide for the allocation of free rights for the granting of Mediaset Espa\u00f1a shares with regular dividend entitlement, subject to the achievement of performance targets, as well as the continuing employment of the beneficiary at the end of the vesting period. All the plans are equity-settled, i.e., they involve the allocation of treasury shares bought back from the market.
The details of the incentive plans can be summarised as follows:
from 01/01/2019 to 31/12/2021
from 01/01/2021 to 31/12/2023
60 days after the Shareholders' meeting 2021
60 days after the Shareholders' meeting 2023
Below is a summary of the changes to medium/long-term incentive plans:
Options outstanding at 1/1/2021
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2021
Options outstanding at 1/1/2022
Options issued during the year
Options exercised during the year
Options not-exercised during the year
Options expired/cancelled during the year
Options outstanding at 31/12/2022
The incentive plans are recognised in the financial statements at their fair value:
o2019 Stock Option Plan: EUR 6.33 per share.
o2021 Stock Option Plan: EUR 4.54 per share.
The fair value of the incentive plans is based on the arithmetic mean of the official stock market prices over the 30 days prior to the grant date.
In accordance with IFRS 2, the Group classifies stock option plans and medium/long-term incentive plans as \"share-based payments\". Those that are \"equity-settled\", i.e. involving the physical delivery of the shares, are measured at the fair value at the grant date of the option rights (which is calculated on the basis of the share price) assigned and recognised as a personnel expense to be spread evenly over the vesting period of the rights, with a corresponding reserve booked to shareholders' equity. This allocation is carried out based on the estimate of the rights that will actually allot to the person entitled, in consideration of their vesting conditions not based on the market value of the rights.
At the end of the period in which the rights can be exercised the related shareholders\u2019 equity reserve is reclassified within retained earnings",
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"value": "15. RELATED-PARTY TRANSACTIONS
The following summary table shows, for the main income statement and balance sheet items, the details of the companies that are the counterparts of these transactions.
Financial income / (expense)
Other receivables/ (payables)
Societ\u00e0 Sportiva Monza 1912 S.p.A.
Arnoldo Mondadori Editore S.p.A.*
Fininvest Gestione Servizi S.p.A.
Other affiliated entities
Total Affiliated Entities
ASSOCIATES AND
JOINT VENTURES
Alma Productora Audiovisual SL
EURpean Broadcaster Excange (EBX) Limited
Fascino Produzione Gestione Teatro S.r.l.
Fenix Media Audiovisual, SL
La Fabbrica De la Tele SL
Financial income / (expense)
Other receivables/ (payables)
Total Joint ventures and associates
KEY
MANAGEMENT PERSONNEL***
SUPPLEMENTARY
PENSION SCHEME (Mediafond)
OTHER RELATED PARTIES****
* The figure includes the company and its subsidiaries, associates or jointly controlled companies
** The figure includes the company and its subsidiaries.
*** The figure refers to the directors of MFE MediaforEurope NV.
**** The figure include the relations with the directors of the parent company Fininvest S.p.A., their and the MFE directors\u2019 close family members and companies in which these persons exercise control, joint control or significant influence or in which they hold, either directly or indirectly, a significant stake of no less than 20%, of the voting rights and the relations with consortiums principally engaged in the management of television signal transmission.
Revenues and trade receivables due from associated entities mainly relate to the sales of television advertising space. All these transactions are carried out at market value conditions and on an arm\u2019s lengths basis.
The revenues from Mediamond (joint venture between Publitalia'80 and Mondadori Pubblicit\u00e0) refer to the amounts due to MFE Group companies operating editorially for websites and relate to the sale of advertising space by agency.
The costs and the related trade payables mainly refer to purchases of television productions and broadcasting rights and to the fees paid to associates for the sale of advertising space managed through exclusive concessions by Group companies.
The costs paid to associate EI Towers relate to those paid under the \u201cfull service\u201d contract for the hosting, support and maintenance of broadcasting equipment, the signal contribution services performed for Elettronica Industriale and the hosting and maintenance services performed for the Group\u2019s radio broadcasters.
The item other receivables/(payables) mainly refers to payables for loans and credit facilities due to affiliate companies, intercompany current accounts and loans given to associates.
During the year, dividends were also collected from affiliates and jointly controlled entities, for a total of EUR 36.9 million.
For more information as required by IAS 24 on the compensation of MFE Directors, please see the table below and Remuneration Report annexed to this Annual Report.
Fixed Compensation in MFE *
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
Post-employment benefits
***
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Payment order in favor of Fininvest Spa
*** (for Groups\u2019 employees) including TFR severance indemnity equal to 6.90% of the total compensation as established by the Italian law
Short-term employee benefits
Fixed Compensation in MFE
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Term ended in June 2021
*** Payment order in favor of Fininvest Spa
KEY
MANAGEMENT PERSONNEL***
Fixed Compensation in MFE *
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
Post-employment benefits
***
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Payment order in favor of Fininvest Spa
*** (for Groups\u2019 employees) including TFR severance indemnity equal to 6.90% of the total compensation as established by the Italian law
Short-term employee benefits
Fixed Compensation in MFE
Compensation from participation in Committees MFE
Fixed Compensation from subsidiaries and associates* *
Compensation from participation in Committees from subsidiaries\u2019 and associates
Variable non equity Compensation (bonus)
NON-EXECUTIVE DIRECTOR (Chair)
Costanza Esclapon De Villeneuve
*It includes the Fixed Remuneration as an employee, the Non-Competition Agreement and the emoluments received in subsidiaries of MFE
** Term ended in June 2021
*** Payment order in favor of Fininvest Spa
16. GUARANTEES AND COMMITMENTSGuarantees include both the guarantees given and those received by the company. The guarantees given refer to those provided by the Group for the its own or third-party obligations. The guarantees received refer to those provided by third parties for the benefit or in the interest of the Group. The guarantees given and received by the company include personal guarantees (sureties, endorsements) and real guarantees (liens, mortgages). Guarantees given are recognised at the moment the company gives the guarantee.
Commitments are obligations assumed by the company towards third parties, which originate from legal transactions that have certain mandatory effects but have not yet been performed by either party (so-called deferred performance contracts). Nevertheless, these can significantly affect the company's equity and financial position, and it is useful to bear them in mind when evaluating this position. Commitments include future commitments of certain performance and amount, and future commitments of certain performance but uncertain amount. Commitments are initially recognised at the nominal value inferred from the transaction documents.
The amounts of guarantees and commitments are re-determined at each reporting date.
The overall amount of guarantees received, mainly bank guarantees, for receivables from third parties totalled EUR 9.7 million (EUR 13.3 million at 31 December 2021). This amount refers almost entirely to the Mediaset Espa\u00f1a Group (EUR 10.6 million at 31 December 2021).
In addition, bank guarantees in favour of third-party companies were issued for a total amount of EUR 103.7 Million (EUR 123.4 million at 31 December 2021), almost entirely referring to the Mediaset Espa\u00f1a Group.
The main commitments of the Group companies can be summarised as follows:
\u2212commitments for the acquisition of television and movie broadcasting rights (free and pay), totalling EUR 599.3 million (EUR 846.4 million at 31 December 2021). These future commitments relate mainly to volume deal contracts of the Group with some of the leading American TV producers.
\u2212EUR 16.5 million to associates for the acquisition of content, sport events and rental contracts (EUR 22.0 million at 31 December 2021).
\u2212commitments for artistic projects, television productions and press agency contracts of approximately EUR 367.9 million (EUR 213.2 million at 31 December 2021), of which EUR 205.2 million due to Related Parties;
\u2212commitments for digital broadcasting capacity services of EUR 0.8 million (EUR 25.2 million at 31 December 2021);
\u2212EUR 4.0 million in contractual commitments for satellite capacity use (EUR 8.0 million at 31 December 2021).
\u2212commitments to the EI Towers Group of approximately EUR 386.2 million (EUR 544.7 million at 31 December 2021) relating to the long-term contract for hospitality, support and maintenance services (full service), in effect from 1 July 2018 to 30 June 2025.
\u2212commitments for the purchase of new equipment, multi-year leases, rental of high-frequency towers, the supply of EDP services and commitments to trade associations for the use of intellectual property rights totalling EUR 187.5 million (EUR 234,3 million at 31 December 2021);
",
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"value": "Guarantees include both the guarantees given and those received by the company. The guarantees given refer to those provided by the Group for the its own or third-party obligations. The guarantees received refer to those provided by third parties for the benefit or in the interest of the Group. The guarantees given and received by the company include personal guarantees (sureties, endorsements) and real guarantees (liens, mortgages). Guarantees given are recognised at the moment the company gives the guarantee.
Commitments are obligations assumed by the company towards third parties, which originate from legal transactions that have certain mandatory effects but have not yet been performed by either party (so-called deferred performance contracts). Nevertheless, these can significantly affect the company's equity and financial position, and it is useful to bear them in mind when evaluating this position. Commitments include future commitments of certain performance and amount, and future commitments of certain performance but uncertain amount. Commitments are initially recognised at the nominal value inferred from the transaction documents.
The amounts of guarantees and commitments are re-determined at each reporting date.
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"value": "17. SUBSEQUENT EVENTS AFTER 31 DECEMBER 2022On 30 January 2023, the boards of directors of MFE and of subsidiary Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\"MES\") approved, and agreed to sign, the joint cross-border merger project for the cross-border merger by incorporation of MES (the mergee company) into MFE (the merger company) (the \"Merger\").
On 15 March 2023, the shareholders' meetings of MFE and MES were held.
The Shareholders\u2019 Meeting resolved to approve the following:
othe proposal to, simultaneously with the Merger, cancel all 88,707,693 ordinary MFE A-class shares (representing 0.66% of nominal issued share capital and 5.81% of all MFE A-class shares issued to date) and to reduce the issued share capital accordingly. Undertake all activities and steps to cancel and simultaneously reduce MFE's issued share capital are to be completed before the effective date of the Merger;
othe proposal to effect the cross-border merger takeover of Mediaset Espa\u00f1a Comunicaci\u00f3n, S.A. (\"MES\") (as the mergee company) into MFE (as the merger company) (the \"Merger\") in accordance with the terms and conditions set forth in the joint cross-border merger project prepared and signed on 30 January 2023 by the boards of directors of both companies participating in the Merger (the \u201cJoint Cross-border Merger Project\") and, therefore, to authorise the Board of Directors of MFE \u2013 in accordance with the terms and subject to the fulfilment of (or waiver of) the conditions precedent described in the Joint Cross-border Merger Project \u2013 to execute, or cause to be executed, the related Merger Project, including amendments to the Bylaws of MFE.
The Extraordinary Shareholders' Meeting of MES resolved, among other things, to approve the following:
othe Segregation (under Articles 40 of Spanish Law 3/2009 and in accordance with the terms and conditions of the transfer project dated 30 January 2023) from MES in favour of its fully-owned subsidiary Audiovisual Mediaset Espa\u00f1a Comunicaci\u00f2n S.A.U. through the carve-out en bloc and by universal succession all of its assets and liabilities, with the exception of the 100% shares in GA Mediaset, the shares representing 13.18% of its share capital in ProSiebenSat.1 Media SE, as well as the debt owed to Cr\u00e9dit Suisse associated with the acquisition of those shares under a loan provided by that credit institution to Mediaset Espa\u00f1a, the outstanding put and call options under the same agreement relating to 4,951,250 shares in ProSiebenSat.1 Media SE, and a cash amount representing the Mediaset Espa\u00f1a cash not necessary for the pursuit of the business forming the subject matter of the Carve-Out in the ordinary course of its activities. othe Merger, according to the terms and conditions of the Joint Cross-border Merger Project.
With reference to MFE's shareholding in ProsiebenSat1 Media SE, relevant events after 31 December 2022 have been reported in Note 4 Key Information relating to the Scope of Consolidation
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